رژیم های مالیاتی ویژه و انتخاب شکل سازمانی : مدارک و شواهد از مالیات بر تناژ اروپا

Tax systems often discriminate among the various organizational forms of doing business and may therefore affect the choice of organizational form. This paper studies how special tax regimes shape the organizational form choice. Although the full effects depend on the way that firm-level special tax regimes are designed, special regimes generally tend to favor pass-through firms over non-pass-through firms. The tonnage tax, a tax incentive for international shipping firms available in many countries worldwide, is examined to understand these effects. Employing European firm- and country-level data, the impact of the tonnage tax on organizational form choice is studied empirically. The results are consistent with the theoretical model. Shipping firms are less likely to incorporate if the tonnage tax is also available for firms that have adopted pass-through organizational forms.

The taxation of a firm depends on the organizational form under which it operates. Typically, profit generated within a sole proprietorship or a partnership is passed through and subject to tax at the owner's level on a pro-rata basis. Corporations are subject to a separate corporate income tax and shareholders of corporations are not taxed until they receive dividends or realize capital gains by selling their shares.1 The coexistence of these two taxation systems, each with their respective tax rates, implies that firms face different tax burdens under different organizational forms. Other things being equal, a firm owner will choose the organizational form with the lowest tax burden. A number of studies exist on tax rate differentials and how they affect the choice of organizational forms, but other aspects of the tax system have received little attention until now. This paper explores the elasticity of organizational form with respect to the relative tax advantages resulting from firm-level special tax regimes. Whether, and how, a special tax regime affects organizational form decisions depends on the amount of tax relief relative to the overall tax burden and on the availability of the tax relief for different organizational forms. Even if a special tax regime offers identical tax advantages for all firms, it may nevertheless result in a distortion due to the double taxation of corporations. The special tax regime relieves just one layer of tax. The single layer is all there is in the case of pass-through firms, but it is only a fraction of the total in the case of corporations. When the firm-level tax saving is distributed to the shareholders of a corporation, it is subject to general taxation. Therefore, a portion of the corporate tax saving is lost by the shareholder taxes, i.e., by dividend and capital gains taxes. The form of the special tax regime (i.e., whether it occurs as a reduction of the tax rate, as tax credit, or as a reduced tax base) can also have an impact on organizational form choice. Rate reductions are usually available only for selected organizational forms. Because of the double taxation of corporations, tax credits, if given to all firms, favor pass-through firms. The effect of tax base reductions depends on the reductions in combination with the applicable tax rates. Consider a special tax regime for business start-ups allowing the entire profit to be exempt from taxation in the first year. If this incentive is only available for corporations, it increases the likelihood that businesses will adopt a corporate form because profits are fully tax exempt until they are distributed and taxed at the shareholder level. If the incentive is available for all organizational forms, then both corporations and pass-through firms are exempt from tax at the level of the organization, which in the case of a pass-through firm means that the profits are entirely exempt from tax. In the case of a corporation, however, the exemption does not apply to shareholder taxes, so firm profits will still be taxed at the shareholder level; and shareholder taxes represent a significant fraction of the total tax on corporate income. In this scenario, the likelihood that the business will not incorporate should be quite high. If, however, the exemption were only a smaller amount (e.g., 50%) and if the corporate tax rate exceeded the individual income tax, then the tax saving within a corporation would be higher. This scenario might make it more likely that the business would incorporate. When addressing the question of the impact of taxes on organizational form choice, empirical studies typically follow the model presented in MacKie-Mason and Gordon (1997), which compares the tax rate on sole proprietorships with the tax rate on corporations and their shareholders. This paper extends that framework by taking into account the effects of tax base modifications and non-income taxes. The extended model is applied to a special tax regime for the maritime sector, the ‘tonnage tax’. Tonnage taxes are employed worldwide to attract ship owners and ship owners' capital.2 Technically, the general (corporate or individual) income tax rate is based on the ship's size (i.e., the tonnage), instead of the firm's profit.3 The tonnage tax is a useful vehicle to illustrate and study the effects of a special tax regime on the organizational form decision because applying the tonnage tax results in high tax savings and thus high incentives for making a tax-efficient organizational form choice. Moreover, the tonnage tax is similar in structure throughout the world and differs only with respect to the favored organizational forms and applicable tax rates, so it makes it possible to examine the effects of the tonnage tax regardless of national tax laws. Employing European firm-level data, the impact of the tonnage tax on organizational form choice is studied empirically in two steps. First, comparing firms in the maritime sector and other transport industries in 26 European countries, a cross-sectional analysis investigates the likelihood that a firm is incorporated depending on whether, and how, a tonnage tax regime is applied at a firm's location. The results provide a first piece of evidence that the design of a tonnage tax regime has a strong impact on organizational form choice. In particular, the likelihood that a business will incorporate is significantly lower in jurisdictions where a tonnage tax regime for all organizational forms is available than it is in countries without a special tax regime. In the second step, a panel analysis studies the share of incorporated firms out of all shipping firms in a country over time. This approach makes it possible to identify the change of organizational form patterns in the shipping industry when countries introduce the tonnage tax. The results of the panel analysis confirm the findings from the cross-sectional analysis, thereby demonstrating the impact of a tonnage tax on organizational form choice. This paper contributes to three strands of research. A broad body of literature deals with the issue of taxes and organizational form choice in general. Gravelle and Kotlikoff, 1989 and Gravelle and Kotlikoff, 1993, MacKie-Mason and Gordon (1997) and Goolsbee (1998) all analyze organizational form choice and taxes with respect to deadweight losses. With a focus on closely held firms, Gordon and Slemrod (2000), Romanov (2006), and Thoresen and Alstadsæter (2010) investigate income shifting from the corporate to the personal tax base. Several empirical studies use the standard model presented by MacKie-Mason and Gordon. MacKie-Mason and Gordon, 1994 and MacKie-Mason and Gordon, 1997 test the impact of taxes on the corporate share of business in the US over time. They find evidence that the taxation system has an impact on the choice of legal form. Goolsbee (2004) addresses the same question by analyzing US state-level data for the retail sector. His cross-sectional analysis shows a stronger impact than what previous studies had found by analyzing panel data. De Mooij and Nicodème (2008) apply the standard model to European country-level data. Egger et al. (2009) present an alternative theory and test it with European firm-level data. In the context of firms operating across national borders, Desai and Hines (1999) provide evidence of the impact of the US foreign tax credit rules on the participation of US firms in international joint ventures. Only a few studies deal with special tax regimes in the context of organizational form choice. For instance, Wolfson (1985) analyzes special tax regimes for oil and gas firms. Gentry (1994) studied publicly traded partnerships that were taxable as pass-through firms in the US. He finds evidence that these partnerships have had a different payout policy and financial structure than their incorporated counterparts. Goolsbee and Maydew (2002) consider REIT spin-offs in the US. Finally, because of the examination of the shipping sector in this paper, several contributions of the existing maritime economics literature are noted. Gardner et al. (1984) and Mayr and McGrath (1997) discuss the relative importance of taxes in this highly globalized sector. Marlow (2002) provides an overview on the development of tonnage taxes. The remainder of the paper is structured as follows: Section 2 extends the standard model on organizational form choice by taking tax base adjustments and non-income taxes into account. Section 3 provides an overview on tonnage tax regimes and applies the theoretical model to the tonnage tax. Section 4 presents the cross-sectional analysis, and Section 5 presents the panel analysis. Finally, Section 6 concludes.

This paper explores the impact of special tax regimes on organizational form choice. Although depending on the way firm-level tax incentives are designed they tend to favor pass-through firms over non-pass-through firms. Pass-through firms receive the full tax relief as there is only one layer of tax. In the case of incorporated firms the corporate tax saving is subject to general shareholder taxation so that a portion of it is lost by dividend or capital gains taxes. Consequently, if the firm-level special tax regime implies high tax reliefs it can affect organizational form choice. The empirical findings of the effect of tonnage tax regimes on the legal form of shipping firms in Europe are in line with the findings predicted by the theoretical model. Whenever the tonnage tax, a special tax regime for shipping firms, is available for all firms, a large proportion of firms are organized as pass-through firms. A tonnage tax which is only available for corporations does not seem to distort organizational form choice to a higher extent than general taxation. The estimations show no positive relation, or only a weak positive relation, between this kind of tonnage tax and incorporation. Given the size of the firms involved, this finding might reflect a ceiling effect. On the other hand, the estimation results show that firm owners are sensitive to a tonnage tax that is available for all organizational forms, and that they respond by establishing new firms as pass-through entities. Therefore, the design of the special tax regime can substantially affect the organizational form choice in a whole industry. Policy makers should bear this in mind when introducing a special tax regime. A tax incentive that favors one legal form over others may lead to avoidable revenue losses.