Οι εταιρικοί μετασχηματισμοί υπό το καθεστώς του Ν. 4601/2019 και τα παρεπόμενα φορολογικά ζητήματα
The framework of the conversion of the companies under the status of the Greek Law 4601/2019 and the ancillary tax issues
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Keywords
Εταιρίες ; Μετασχηματισμοί ; Φορολογικά κίνητρα ; Συγχώνευση ; Διάσπαση ; Απορρόφηση ; Φορολογικό πλαίσιοAbstract
The main purpose of this dissertation is to present a topic, with an extremely interesting character. Businesses adapting to global economic developments and ever-changing economic data, especially as they have been shaped by the effects of the pandemic since early 2020, are increasingly seeking new forms of operation and development by changing their legal form.
In order to achieve this goal, the dissertation approaches the Greek Law 4601/2019, which presents for the first time in the Greek legal order a complete network of regulations for the transformations of companies. At the same time, as the process of transformations directly affects the tax treatment of companies, the present work approaches in a concise manner the analysis of the issue of tax treatment of corporate transformations in the light of development laws, which have been enshrined in Greek law and specifically the Law 1297/1972 and the Law 2166/1993, while for the first time new approaches are presented to the tax incentives of the mergers of the companies, in the context of the return of the economy to normal conditions.
In particular, the first chapter analyzes the phenomenon of corporate transformation and its dimensions at the economic, commercial and fiscal level. The second chapter introduces the concept of transformation, the legal framework in which it is included, as well as the problems posed by the previous law, which needed to be addressed. The third chapter analyzes the categories of transformations under Law 4601/2019. The fourth chapter presents the advantages of the implementation of the Law 4601/2019, through the central objectives it has set, while reference is also made to the provisions of procedural law. The fifth chapter analyzes the process of transformations and the basic regulations provided by law, through this process, such as the protection of shareholders and creditors. The sixth chapter analyzes in detail the development tax legislation of the Law 1297/1972 and the Law 2166/1993 with reference to their scope, the conditions of inclusion in them and the tax incentives which are granted to the transformations of companies that are carried out under their provisions. In addition, a comparative presentation of the development legislation under consideration (Law 1297/1972 and Law 2166/1993) is attempted, as well as the intervention of tax law in corporate transformations. The seventh chapter sets a general framework for the future of corporate transformations after the pandemic, while conclusively demonstrates the need to reform the tax framework that governs transformations in order to harmonize it with the Law 4601/2019. Finally, the summary bibliography of the present work is also presented.