Virksomhedsoverdragelse til erhvervsdrivende fonde

William Fredensborg Jakobsen

Student thesis: Master thesis


In 1998, the access to succession when handing over a company to a corporate fund was removed. This has led to a large decrease in the foundation of new funds since the taxation of the person handing over their company was increased immensely. This led to the creation of a practice-based model called the ‘Holdingmodel’, that allowed for the handover to once again be tax-free for the person handing over the company. This is achieved by using a holding company to handover the company to the fund.
With their growthplan from 2013, the Danish government has shown an interest in giving access to succession once again. This initially led to the creation of a workgroup that was to work on a model
that could allow for succession once again. The workgroup published their model in 2015. However, the model was largely met by criticism, since it wasn’t deemed attractive and useable in practice.
Following this, a new workgroup was created in order to improve upon the first model. Their work was published in June 2018.
This thesis has researched both the existing possibilities of handovers to corporate funds, and how the newly published model would work in practice. This has shown that the direct handover of a
company to a fund from a person will lead to a taxation of the person by 42 pct. of their profit on the shares handed over. Using the Holdingmodel allows for a tax-free handover in cases where the
receiving fund has a predominantly charitable purpose. The new model achieves this same tax-relief of the person handing over their company to a fund. It does however also impose several rules on
both the fund and the company being handed over. A so-called ‘founders’ tax’ will have to be paid in the fund, equaling 22 pct. of the persons profit on the shares being handed over.
Finally, the three ways to handover a company to a fund was compared. It was initially concluded that the direct handover from a person to a fund with 42 pct. taxation of the person, would not be
a realistic alternative to the two other models due to taxation being significantly larger. It was then concluded that both the Holdingmodel and the new succession model both achieves to relieve the
person from any taxation. However, the new succession model imposes several rules and a 22 pct. taxation in the fund, that the Holdingmodel does not. Considering this, it was concluded that the
new model would not be an attractive alternative in most cases as long as the Holdingmodel exists in practice.

EducationsMSc in Auditing, (Graduate Programme) Final Thesis
Publication date2018
Number of pages96