Havfiske

Skattefri strukturering av kvoter i havfiskeflåten på ny i fare?

21 Feb 2014

Forslag om å oppheve kravet om eierfellesskap ved tildeling av strukturkvote i havfiskeflåten mv ble sendt på høring av Nærings- og Fiskeridepartementet 2. februar 2014. Forslaget er basert på et innspill fra Fiskebåtredernes forbund. Dersom forslaget blir vedtatt vil det imidlertid trolig få betydning for muligheten til å foreta skattefri strukturering av kvoter i havfiskeflåten.

Strukturering og skatterettslig status
I desember 2013 fikk ”Lafjord-saken” sin endelige avgjørelse ved at Staten trakk anken til Høyesterett. Gulating lagmannsretts avgjørelse fra mai 2013 ble dermed rettskraftig. Lagmannsrett slo fast at strukturering av kvoter i havfiskeflåten kunne skje skattefritt gjennom fisjons- og fusjonstransaksjoner, på like vilkår som man kan restrukturere i andre næringer.

Modellen som ble benyttet ved strukturering av kvoter i ”Lafjord-saken” og i andre strukturprosesser de senere årene, har senere blitt forenklet gjennom endringer i aksjeloven. Strukturering av kvoter har dessuten blitt ytterligere aktualisert gjennom vedtak på Fiskebåtredernes forbund sitt landsmøte 13. februar 2014 om å foreslå kvotetaket for ringnot hevet fra dagens 650 tonn til 850 tonn, og forslaget om en økning fra tre til fire kvotefaktorer pr fartøy for torsketrål.

Krav til eierfelleskap ved strukturering

Kravet om eierfellesskap ved tildeling av strukturkvoter følger av havstrukturforskriftens § 5. Etter samme forskrifts § 4 kan dette vilkåret også oppfylles dersom fartøyene tilhører ”samarbeidende rederier”.  Praksis med bakgrunn i skriv fra Fiskeridepartementet av 11. oktober 2002, har vært at det minimum må være 10 % sammenfall på eiersiden for at det skal være tale om ”samarbeidende rederier”.  For at et rederi skal kunne delta i strukturering av et fartøy, har det med andre ord vært krav om at rederiet eier minst 10 % av aksjene i selskapet som eier fartøy/kvote som skal struktureres. Strukturprosesser har vært gjennomført ved at rederier har kjøpt aksjer i det strukturerende selskap, for deretter å fisjonere selskapet og fordele kvotene i samsvar med eierbrøk.

Risiko for skatterettslig gjennomskjæring

Skattemyndighetene kan foreta gjennomskjæring av en ellers skattefri fisjon, dersom transaksjonsmodellen med aksjekjøp og etterfølgende fisjon er konstruert utelukkende for å spare skatt, og ikke har noen egenverdi. Da vil transaksjonen skatterettslig bli behandlet som realisasjon (salg) av fiskerikvoter med beskatning av selgers gevinst, selv om den selskapsrettslig gjennomføres som en fisjonstransaksjon.

Det fiskeriregulatoriske vilkåret om eierfellesskap for strukturering har vært sentralt for å kunne gjennomføre strukturprosesser i havfiskeflåten skattefritt gjennom fisjoner. I en bindende forhåndsuttalelse (BFU) fra Skattedirektoratet i 2005 som dannet grunnlaget for senere skattefrie struktureringer av fiskerikvoter ved fisjonstransaksjoner, ble det lagt avgjørende vekt på dette vilkåret som begrunnelse for at det ikke var grunnlag for skatterettslig gjennomskjæring av fisjonstransaksjonen. Fisjonen ble ansett for å ha egenverdi da det var nødvendig å etablere et slikt eierfellesskap for å ivareta fiskeriregulatoriske krav.

Dersom strukturforskriftens krav til eierfellesskap nå oppheves, kan det være risiko for at skattemyndighetene vil foreta gjennomskjæring av den transaksjonsmodell som ble benyttet i Lafjord-saken og flere andre tilsvarende transaksjoner.

Løsning
Ved utformingen av transaksjonsmodeller for strukturering av fiskerikvoten må det foretas en grundig vurdering for å unngå at strukturtransaksjonen utløser skatt for involverte parter.

På vårt seminar som avholdes 4. mars 2014 i Bergen i forbindelse med NASF (North Atlantic Seafood Forum), vil vi gå gjennom både;

  1. selskapsrettslig og skatteoptimal modell for strukturering av fiskerikvoter under dagens regime, sett i lys av ”Lafjord-saken” og senere endringer av aksjeloven
  2. selskapsrettslig og skatteoptimal organisering av strukturtransaksjoner ved en eventuell oppheving av kravet til eierfellesskap ved strukturering

 

Link for påmelding til vårt seminar om strukturering av fiskerikvoter i Bergen 4. mars 2014

Om forfatteren

Olav Egil Midtgaard
Olav Egil Midtgaard Olav Midtgaard har 11 års erfaring som advokat, er med i fiskerigruppen i SANDS, og har sitt hovedarbeidsområde innenfor selskapsrett og transaksjoner. Olav har bred erfaring fra fiskeribransjen, og har bistått en rekke fiskebåtrederier og skipsmeglere med bl.a. oppkjøp, restruktureringer, strukturering av fiskerikvoter, generasjonsskifter og løpende dialog med fiskerimyndigheter knyttet til melding om eierendringer, strukturering mv. Olav har dessuten jobbet med flere problemstillinger knyttet til aktivitetskravet i deltakerloven og skattesaker vedrørende strukturering av fiskerikvoter. Olav har også bred erfaring knyttet til fiskeoppdrett og har bistått både landbaserte og sjøbaserte oppdrettsvirksomheter med både salg og oppkjøp/due diligence, samt i forhold til skattemyndigheter vedrørende FOU-prosjekter og eiendomsskattetvister.

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