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Sale of goods from old, to new company.

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Amino-karma 91
Tilmeldt 25. okt 16
Indlæg ialt: 27


Skrevet 14-07-2019 kl. 16:28

Hi. I am in a situation where i was advised to close down my Privately owned company, and reopen it as a APS, so because company was not too old and had just a few transactions so, closing it down and opening up APS as a new company was cheaper option than to hire Revisor and try to convert the copany.

Now, as the old company will be closed, and the new one opened, I still have all the retail items, attached to the old company. 

So, basically, old the things that I do sell, are still owned by the old company and must be now transferred/sold, to the new company,.

My question now is, if there is some specific rules on how should i behave when selling from the old company to the new one. Because i am not looking into making the profit for the old company, yet simply to make the transaction and account for where does the new company gets its retail products from.

Can i for example, take all my old company's lager, and sell it to my new company for 10.000 kroner at a 90% discount of real value (100.000). Or is there a limit of sort that i should be aware of when setting up a discount for sale..?

Best regards, and thanks in advance!

Amino-karma 177.214
Fra 2800 Lyngby
Tilmeldt 2. mar 11
Indlæg ialt: 38.682
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Cookie - John Hannover
Fra John Hannover
Skrevet 14-07-2019 kl. 20:08

Just going from personal company to starting a new ApS is risky business - as goodwill and actives can be taxed and give a heavy personal tax

Selling is at market price incl. VAT and should be documented nothing less - and all that is part of the closing. I think you are running risk by clearly taking advice from different people without necessarily having all considerations. I would NOT do it without a judgement of an auditor

br John Hannover 

Amino-karma 91
Tilmeldt 25. okt 16
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igorpav89
Skrevet 14-07-2019 kl. 20:51

As stated, privately owned company did not have much activity so do not see why would it be risky thing to close it down and open up to more serious type of company instead of.

As for market price, company is unique in what it deals with in Denmark, there is literally not a single competitor, so who decides what is the market value of my products, because my company is the only company so who sells them, and is it by low that i cannot put down the price, or is it just not recommended for some reason. I mean, when in go to normal supermarket, sometimes see the products that had a price tag of 150 kroner on monday and then day after had their price reduced to 59.99 because they are about to go bath, which is a great deal of around 60% off a discount and way bellow the market price.

As well, and this happens all the time, I see the companies who are closing down and are making Lager Salg, are selling the products for up till 150% lower prices than what they were before, just to get rid of the stuff and minimize the loss as much as possible?

Is it true that somebody, let's be government, dictate to me for how much can and can sell my products for?

Regards :)

Amino-karma 177.214
Fra 2800 Lyngby
Tilmeldt 2. mar 11
Indlæg ialt: 38.682
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Cookie - John Hannover
Fra John Hannover
Skrevet 14-07-2019 kl. 22:02

The value is what could be estimated as future value - and yes  - tax can go in and estimate that. You cannot invent facebook in a personal company with the cost and then release it as new ApS - just as an overclear example

What you see, or think you see does not really impress me. I see shoplifters as well - but is does not make that legal and yes sure - shit happens. Not saying you want to cheat - just saying that the advise to change may be wrong and the price may turn out higher than expected

You do not want to pay for help, and fair enough - but its on your own risk

br John Hannover

Amino-karma 91
Tilmeldt 25. okt 16
Indlæg ialt: 27

igorpav89
Skrevet 14-07-2019 kl. 22:39

It was actually a very reputable Revisor agency that gave mi this advice once i have presented them with the case of where I am at the moment and where i want to be in the future. I called, and spent around 20  minutes discussing about all the facts and factors that are in the game, after which i was told that to convert the company, could go up until 15.000 kroner, and the company is young and with not so much activities, it is a cheaper and more of a simple solution to just close it down, sell the assets to the new company and move on. I still see no wrongdoing in this. Company will continue its activities, it will continue to pay its legal requirements and contributions, and will have additional obligations, as for an APS usually has way much more contributions to the government to think of then the privately owned company does.

Now i have asked for a peace of guidance here, not because i know a lot, yet because i do not and am trying to gather as many opinions as possible, that is why I have asked you how come, BILKA, which is a part of a pretty big company, can legally sell its stuff in outlet, for 200 kroner, the same stuff that cost 900 in bilka store one day prior? 

Now, i have given you 100,000 kroner of lager value as an example, maybe that is why you have went the "Maybe a cheater" road. Actual value of the assets of my privately owned company is around 12.000 kroner, including the products, shelves, computer etc. So there is no great value and great room for attempt to cheat or similar :)

It is just my personal view of the situation, and weather i can sell my 12,000 kroner worth of goods (Retail value) which translates to roughly 7.000 (Purchase value) price, to my new company for let us say 4.000. That is solid 40% discount. Please, have in mind, I am not trying to outsmart anybody, I am just trying to do this in the most painless way, because i have invested into formation of the new company a lot of personal money, and honestly, i do not have the means to purchase the products from the old company for the actual value.

If it is really indeed illegal in sort of way, can it be done so that i can get my private company to sell the stuff to the new company in a form of loan (installment plan) even though the company is stop being active starting the next month. ?

Thank you an best regards :)

Amino-karma 526
Tilmeldt 16. jun 16
Indlæg ialt: 128

Lokesen
Skrevet 14-07-2019 kl. 22:49

You are probably forgetting that BILKA are selling the goods to strangers and not themselves. That is the big difference

Amino-karma 177.214
Fra 2800 Lyngby
Tilmeldt 2. mar 11
Indlæg ialt: 38.682
Amino Plus
Cookie - John Hannover
Fra John Hannover
Skrevet 14-07-2019 kl. 23:35

igorpav89:
Can i for example, take all my old company's lager, and sell it to my new company for 10.000 kroner at a 90% discount of real value (100.000)
no -  without armslength - you should sell to purchase price - nothing less  - nothing more to your own new owned enterprise
IF tax on top can estimate you have a goodwill value . you will be fully taxed on that value personally - lots of people have been into that trap
igorpav89:
s for market price, company is unique in what it deals with in Denmark, there is literally not a single competitor, so who decides what is the market value of my products, because my company is the only company so who sells them
indicates transfer of high value from one legal unit to another - without tax

Your consult with the auditor sounds as very much lacking the risk involved - I doubt it is a real auditor honestly, or info is lacking - Your are giving away high value in goodwill and trying to take over actives at low value in transference - 

vh John H

Amino-karma 91
Tilmeldt 25. okt 16
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igorpav89
Skrevet 15-07-2019 kl. 05:40

So the purchase price is the minimum of what the lager should be sold for, from one company to the other.

I am fine with that.

Could you please let me know if a company can sell products to the newly company on a sort of installments plan, even though the company is about to be closed down. I know that i have until the June next year to settle all accounts and tax statements for the privately owned company once it is closed, so my question is if i sell the products for the purchase price to the new company today, with an installment plan, and close the old company tomorrow, can the old company then continue to receive installment payments from the new company even though it is officially closed?

Many thanks, and best regards,

Igor 

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