Konsekvenser ved ændring i sambeskatningskredsen

Jesper Teddy Christiansen & Kristina Bisgaard Bohnstedt-Petersen

Student thesis: Master thesis


This dissertation is examining and analyzing the impact a change in a group will have on joint taxation. The 1th of January 2005 there were in Denmark introduced a mandatory national joint taxation. The amended law required all affiliates of the parent controlling the joint assessment. Group term is defined in SEL § 31 C paragraph. 2-6. The control can be achieved both by direct and indirect corporate connection, if the voting rights follows ownership share. The direct corporate connection occurs when a parent directly owns over 50% of a company, while the indirect corporate connection occurs when the parent alone with a subsidiary, owns over 50%. In each group a corporation of administration has to be selected. The corporation of administration is often the ultimate parent company of the group. The corporation of administration has to settle taxes between the companies in the group and Skat. Each company in the joint taxation is liable for its own part of the income tax, advance tax and the remaining tax increases or interest rates. The liability of the subsidiaries and any PEs etc. ends only when payment to the management company has been done. Joint taxation enables a positive taxable income of the taxed group, to be offset against any resulting losses from the joint taxation. The deficit of the joint taxation can be divided into individual deficiency, sub-joint taxation deficiency and joint taxation deficiency. The individual deficiency can only be used by the company which has arisen the deficit. This deficit has been arisen before joining the group. The sub-joint taxation is a deficit which has arisen in an earlier taxed group. This deficit can be used only by the companies who participated in the earlier taxed group and while they are still in the taxed group. The joint taxation deficiency occurred in a generally taxed group and can be used by all companies in the joint taxation circuit during the period they have been part of the group. In connection with purchases and sales it is essential that the selling company gets the deficit individualized so that the deficit that has been arisen within the time of the group, includes in the company that is being sold. The deficit is hereafter referred to individual deficiency and can only be used by the company that has been sold. This dissertation is not an examination of the international joint taxation. We will only shortly describe the practical importance of the international joint taxation. Groups can be included in an international joint taxation. The international joint taxation is governed by the mandatory national joint taxation in SEL § 31 and in SEL § 31 A. It is not a requirement to enter the international joint taxation, but an opportunity for Danish and foreign affiliated companies, permanent establishments and more. The requirements / preconditions for joining the international joint taxation is that the corporation of administration must be timely decided, all companies and PEs in the group has to be included in joint taxation and that the joint taxation is signed for a 10-year period, which must be met before the group can enter international joint taxation. There may be changes in joint taxation circuit in several ways - purchase and sale, bankruptcy, liquidation and restructuring. However, we have mainly dealt with the situation where a purchase or a sale. In connection with purchases and sales it would be a good idea, to have prepared an agreement so there is no doubt about the course etc.. It will also be a good idea for the purchasing company/group to do a due diligence investigation, which helps to ensure the buyer that there are no major surprises in the selling company. The corporation of administration and subsidiaries must see ÅRL § 15 paragraph. 5, and follow the same financial year. In cases where the financial year is not the same, there must be changes so that both the corporation of administration and the subsidiaries follow the same financial year. The companies must also have the same income year and income period. In connection with the purchase and sale, it is possible that the purchasing group and the sold company / part group have the same income year while having different income periods. Different income period arises in cases where companies do not have the same financial year. If there are different income period, the period shall be extended or shortened so that the companies have the same period ending time. It is often the period of the purchased company that is being changed, unless it is a subgroup that has been bought while the purchasing corporation is alone and not already included in a joint group. If a purchase / sale occurres in the middle of an income period there has to be prepared a part year report. The part year report shows how the income of the selling company has been until the time of sale. The revenues and expenses should be divided between buyer and seller so that it is only the income in the time of ownership that are respectively included in the buying and selling group. It is important that it is being done, so that the accrual of revenues and expenses are included in the correct period. There may also be changes in the joint taxation of the group through restructuring in the form of share exchange, fusion and division. These restructurings have in some situations, tax consequences. Share exchanges, fusion and division can both be taxable, but also tax exempt. The share exchange equated with sales and is taxed after ABL. Fusion equated with liquidation taxation while the division equated with sale of assets and liabilities. In situations where there is tax free share exchange, fusion or division, you do so, as it directly is in the word, tax free. Based on our review of the assignment on implications of change in joint taxation circuit, we have developed a checklist for buyers and a checklist for sellers. The checklists are a guide as a buyer and seller may apply if there must be buying or selling of companies to / from a group. The checklists provide a quick overview of the thoughts buyer and seller must have in connection with transfers. The checklists are not exhaustive but can be used as the guideline for consultants and auditors.

EducationsMSc in Auditing, (Graduate Programme) Final Thesis
Publication date2011
Number of pages117