Huskeregler ved strukturering

20 Aug 2014

Det har vært mye uklarhet knyttet til skatte- og avgiftsmessig behandling ved strukturering av fiskekvoter. Nå står vi foran en ny bølge med transaksjoner og dette innlegget minner dere om hva som er situasjonen høsten 2014. I korte trekk er de fleste hindringer for en effektiv strukturering nå borte.

Vi blir ofte forespurt om hva som er status når det gjelder å overføre kvotesett/båter mellom rederi. Dette er ment å være en oppsummering av rettslig status ved strukturering eller kjøp/salg av fartøy fremover.

Regel 1: Husk at det ikke lenger hersker tvil om at man kan fusjonere og fisjonere skattefritt.

”Lafjord”- saken stanset skattemyndighetenes iver etter å skattlegge fisjoner som et ledd i strukturering. I tillegg tapte Staten i ”Conoco”- saken nå i vår. Den var viktig fordi det nå ikke lenger er tvil om at en fisjon forut for et aksjesalg er skattefritt for selger. Det har vært varslet ”gjennomskjæring” i slike saker av skattemyndighetene, men nå har Skattedirektoratet uttykkelig uttalt at de vil respektere slike saker for fremtiden. Det er også  flere som har tatt opp igjen eldre saker der man har blitt skattlagt.

Regel 2: Husk at det ikke er MVA på transaksjoner som omfatter fartøy/kvoter.

Også her har skattemyndighetene gitt aksept for at overføringer av kvoter ved strukturering er ”virksomhet” og kan gjøres avgiftsfritt. Det har hersket usikkerhet knyttet til bruk av ”hjelpeselskap”. Det er nå innført nye regler fra 2014 som unntar slike transaksjoner fra MVA pliktig omsetning. Disse trådte i kraft 31.3 i år. I tillegg ble det i 2013 innført nye regler som tillot direktefisjon/fusjon uten bruk av slike hjelpeselskap.

Regel 3: Husk at en selger bør gjennomføre strukturering som aksjesalg.

Det er relativt mye å spare på å selge aksjer fremfor fartøy med kvotesett (“innmat”). Kjøper vil gjerne ha en rabatt ved kjøp av aksjer siden det ikke oppnås avskrivning og/eller skatteposisjonen er lavere ved aksjekjøp. Det er her viktig å fokusere på kjøpers tidshorisont som oftest vil være så langsiktig at nåverdien av ”mer-skatten” ikke på langt nær tilsvarer spart skatt for selger ved salg av aksjer. Dette krever en mer inngående analyse, men partene bør forhandle konkret om skatteposisjonene. Siden verdiene har blitt høyere enn noen gang er dette poenget også viktigere enn noen gang.

Regel 4: Husk at deler av en kvote kan deles og samles selskapsrettslig (fisjon og fusjon).

Det er ikke mange begrensninger for hva man kan flytte på uten å støte mot regnskaps-, selskaps, skatte eller avgiftsmessige hindringer. Praktisk viktig er det at flere kjøpere kan dele opp kvotesettet ved fisjon. Selv om strukturforskriftens § 4 (eierkravet) nå er opphevet, er det fremdeles gode grunner til å være felles eiere i en periode før kvotene fordeles.

Regel 5: Husk at en ren strukturering med kondemnering av fartøy som hovedregel ikke er ”virksomhetsoverdragelse” i den nye skipsarbeidsmiljøloven

En helt ny skipsarbeidsmiljølov har trådt i kraft og dens regulering av ”virksomhetsoverdragelse” er en tilnæring til den alminnelige arbeidsmiljølov. Som hovedregel er en strukturering ikke omfattet av disse reglene som gir kjøper en plikt til å ta over ansettelsen. Det skyldes først og fremst at fartøyet ikke overdras til kjøper når det kondemneres. Det kan imidlertid tenkes situasjoner der kjøper overtar fartøyet og strukturerer en del av kvoten sammen med andre. Da kan situasjonen være motsatt og dette bør vurderes nøye ved transaksjonen.

 

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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