Succession

Annette Bruhn Rasmussen

Student thesis: Master thesis

Abstract

The purpose of this thesis is to formulate an explanation of the process of generational change and through this, clarify which considerations and elements the process should contain. The process of generational change begins by introducing the considerations that has to be taken into account. The circumstances do not only concern the older or the younger generation, but also the business which is going through the changes, and the market the company operates in. These considerations should clarify which possibilities and limits that exist in the present generational change. Identification of the possibilities and limits are based on the demand of each involved party in the generational change. Central for these demands is that if the two parties can’t agree on term of the generational change, then it’s pointless to carry on the negotiations of the generational change of the business. During the generational change there are a number of tax free transactions which can be used. The foundation for these tax free transactions is tax related succession. Tax free succession means that it is possible for the transferor to transfer a personal driven business or shares without realizing taxes. Instead of realizing taxes, the transferee would put in the same tax wise position as the transferor in connection with the transferred assets and liabilities. There are many different models for generational succession of a personally owned and runed enterprise but in real life, it is especially relevant to use of generational succession and restructuring models that are based on a succession principle as this will usually result in a optimal Tax solution for the involved parties in a generational succession. The generational succession and restructuring models corporate restructuring, transfer of shares by succession after ABL § 34, share exchange, transfer of assets, demerger and issue of new shares with advance dividend (the A/B-model) are analyzed in this thesis with regard to the options and the conditions of use and legal consequences for the parties involved. There are two elements, which decide the terms of time in a generational change. First aspect is when, how and where the older generations wishes to dispose the business in a generational change. Second aspect is the reconstruction of the business can lead to time limits for the period that the generational change and can therefore be completed within the time limits. To avoid tax evasion the restructuring often contains limits to the period. For an example: received shares, should be held for at least three years or contain a certain option, to avoid the tax evasion.

EducationsMSc in Auditing, (Graduate Programme) Final Thesis
LanguageDanish
Publication date2018
Number of pages90