Valg af virksomhedsform for rådgivervirksomheder

Studenteropgave: Kandidatafhandling


  • Annemette Dam Jensen
CM AUD (autoriseret revisor), Cand.merc. (Aud) (Kandidatuddannelse)
The purpose of this master thesis is to prove the difference between the company-forms partnerships and limited partner companies - including the advantages and disadvantages of the different company-form and which should be considered when choosing a company-form. Eventually, it will be assessed which company form is the most beneficial for advisors. Both partnerships and limited partner companies are old company-forms. However, limited partner companies are barely used previously. In 1996, The Danish Business Authority made a reform of the company-form, limited partner companies in an attempt to make this company-form more attractive. However, accountants and lawyers were not allowed to run their companies as limited partner companies until January 1th 2000 and January 1th 2008, when the law was changed. When a company chooses a partnership as the company-form, all the business participants are stakeholders – this being both legal entities and persons. When a company chooses a limited partner companies as a company-form, there are a general partner and two or more limited partners. These are either legal entities or persons. Historically, capital companies have been the most commonly used company-form. However, partnerships and limited partner companies are both tax-transparent, which means that the business participants have the tax liability. This allows the individual adviser to decide the breakdown of salaries, pensions and dividends, etc. This master thesis has demonstrated that there is a big difference between the legislation of the two company-forms. Partnerships are barely regulated by the law, which provides the companies with a great freedom, but also uncertainty in relation to the legal position. Limited partner Companies, on the other hand, are company legally regulated as capital companies - with the necessary adaptations. Another great difference between the two company-forms is the assume liability. In a limited partner company the liability to the limited partner company is limited. However, there is a general partner who has unlimited liability to the limited partner company. Conversely, the stakeholders in the partnership all have unlimited liability. This means that all interests are severally liable for the partnership's debts. In this thesis it is concluded, that the different assume liability is the most important difference between the two company-forms. An unlimited joint and several liability requires great trust between the partners. Therefore, this company-form will often be an advantage in cases where there are few partners with good knowledge of each other. The limited liability of the limited partner company makes sense when there are many partners without necessarily great knowledge and confidence in each other. In addition, this master thesis has demonstrated that there is no difference in taxation at entry and exit of companies. In both cases, there are tax profit and loss account. Also, it is possible to transform both types of business later on, but it will always be an advantage to choose the proper companyform from the start. When choosing limited partner company as a company-form, it leads to the requirements for publication of financial statements, while it is not possible when choosing partnerships as a companyform. Auditing requirements are also included. The conclusion of this master thesis is that both company-forms are good alternatives to capital companies, because of the fact that the companies are tax transparent, which means that a form of “Holding structure” are automatically establish to the partners. When assessing the company-form, the advisors should therefore consider the following points: - The desire for limited or unlimited liability - The wish on legal forms or freedom of contract - The desire for capital requirements or not - The wish on disclosure of financial statements or not Finally, this master thesis concludes, that partnerships should be considered in situations where there are few partners, while limited partner companies should be used when there are multiple partners or a high turnover in the partner group.
Udgivelsesdato31 dec. 2016
Antal sider 45
Udgivende institutAarhus Universitet. BSS.

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