FISJON – FUSJON INNEN FISKERI – EN OPPDATERING

14 Apr 2013

Det har vært mye uklarhet knyttet til skatte- og avgiftsmessig behandling av flytting av fisketillatelser. Spesielt etter at Staten vant frem med sitt syn i Lafjordsaken i fjor vår og […]

fiskebåt_shutterstock_3350947Det har vært mye uklarhet knyttet til skatte- og avgiftsmessig behandling av flytting av fisketillatelser. Spesielt etter at Staten vant frem med sitt syn i Lafjordsaken i fjor vår og etter at en bindende uttalelse (BFU 117/12) i fjor høst uttalte at disse ikke kunne være gjenstand for fisjon og eller fusjon.

Vi vil med dette oppdatere leserne litt basert på de siste dagers hendelser. Først litt om Finansdepartementets brev til Fiskebåt. Rett før påske ble det kjent at Fin dep er uenig med Skattedirektoratets uttalelse i BFU 17/12. Det betyr i klartekst at fisjoner og fusjoner kan skje innen fiskeri også – på linje med andre næringer – selv om tillatelsene er avhengig av samtykke fra Fiskerimyndigheten for å flytte fra ett subjekt til ett annet.

Samtidig prosederte Staten i forrige uke i Lafjord-saken på at strukturkvoter “er noe annet” enn en fisjon eller fusjon under kontinuitet. Det er tydelig at man vil forsøke å lage en kile mellom transaksjoner som er skattefrie og ønskede – og de som skal skattlegges for enhver pris. Den siste kategorien er alle struktursakene. Disse må påregne beskatning dersom Staten vinner frem med sitt syn i Lafjord-saken. Vi venter dom i slutten av mai eller senest før sommerferien setter inn.

De som bare skal omdanne et PR / ANS /KS eller DA til aksjeselskap kan trygt gjøre det uten full beskatning. Det ble også løsningen i en ny BFU fra 22.3.2013. Den blir offentliggjort snart på www.skatteetaten.no.

De som skal være litt mer forsiktig er alle som skal strukturere og flytte kvoter og eller tillatelser fra selskap til selskap. Spesielt dersom det er nye eiere vil Staten sannsynligvis hevde at da må selger beskattes. Dette til tross for at selger selv skal delta i struktureringen med en del av kvotene.

De som sannsynligvis vil få medhold i at fisjon og fusjon kan skje er alle omoganiseringer innad i eget rederi. spesielt under uendret eierskap. Disse vil sannsynligvis slippe skatt, men for sikkerhetens skyld bør det vurderes å innhente bindende forhåndsuttalelser i alle slike saker.

Det blir nok mer avklaringer fremover. Følg med på bloggen!

 

 

 

 

 

Om forfatteren

Ulf Sørdal
Ulf Sørdal Ulf H. Sørdal har lang erfaring med fiskeri og oppdrett. Han har arbeidet med skatte- og selskapsrettslige spørsmål og vært involvert i en rekke prinsippsaker for næringene over de siste 20 år. Han har deltatt i en rekke transaksjoner og konsolidering av både oppdrett, industri og fiskeri gjennom både juridisk arbeid og praktisk forretningsutvikling. Han har og har hatt en rekke styreverv.

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