Our Services

  • ACCOUNTING
  • TAX
  • FINANCIAL REPORTING/IFRS
  • AUDIT
  • CORPORATE FINANCE
  • CORPORATE MATTERS
  • FORENSIC AND FINANCIAL INVESTIGATIONS

Accounting

Our accounting department offers a broad range of services from accounting questions and payroll management on a current-account basis; to closing accounts and annual report issues. We can help businesses to gain efficient control over their accounts by creating procedures for continuous reconciliations and internal control.

  • Annual reports
  • Final accounts
  • Consolidated financial statements
  • Analysis of your company’s numbers
  • Cash flow analysis
  • Business plan
  • Ongoing reconciliations
  • Payroll management
  • Bookkeeping
  • Fortnox
  • Speedledger

Annual reports

An annual report is an excellent tool that helps businesses to stay in touch with financiers and customers. It provides both a detailed presentation and overall summary of the company, helping to produce the annual report in a format that clearly illustrates the company’s special qualities.

Final accounts

We help you to establish a proper period and annual GAAP in accordance with generally accepted accounting principles.

It’s important that all income and expenses fall below the right time of the year. Our staff will ensure that the financial statements are well documented. We also help you with the right tax and that it is paid on the right time. We help you to interpret financial statements to find measures for improvement.

Consolidated financial statements

If you run several companies within a group then you know the value of the consolidated financial statements.

An important prerequisite to make the right decisions at the right time is to know the company’s sales and earnings. If the business is divided in several companies, you can’t see this in a simple way. That’s when you should make the consolidated financial statements.
 
 Whether your company uses Swedish GAAP or international accounting standards IFRS, we can help you.

Analysis of your company’s numbers

Do you need to benchmark your company against the industry you operate in? Or do you want to benchmark against certain selected competitors? Maybe you simply want to see how your company is doing?

We will help you to analyze your company and simulate different future scenarios. We make an analysis of your company on a overall level, but we can also split the compiled records and analyze the underlying levels, such as on product group, department, customer, or equipment levels.

Cash flow analysis

Where does the company’s or the group’s money come from and in what way have it been used?

A cash flow analysis enables you to analyze this.
A cash flow statement describes the flow that has already taken place, but it also sends clear signals that, combined with other knowledge about the operations, can provide indications of what lies ahead. Will the company for example need more capital to continue its business operations?

Business plan

Vi can help you create a business plan where we include budget and credit requirement numbers.

A business plan is an elaborate document that shows how a professional business can be operated profitably.

The business plan is helpful both for you as a manager, and as a basis for the ongoing monitoring of the business, but also for your company’s stakeholders where you can show how your business is to be operated.

Ongoing reconciliations

We can help with ongoing reconciliations of your accounts, or create mechanisms for reconciliations to ensure that you get a good reporting.

VAT and employer tax declarations are two reports where it is important to have good reconciliation procedures to prevent mistakes and to ensure correct information is submitted to the Swedish Tax Agency on time.

We can also help with analysing reports generated from your accounting systems and give consultations on various accounting issues. We have the tools to make analysis and to compare reports with previous periods and years.

Payroll management

It’s easy to make mistakes with wages and salaries. It may be a matter of incorrect tax deductions or incorrect compilations of accrued vacation time. It can also be difficult to interpret all the regulations of a collective agreement. Accordingly, payroll management is a service that is often less expensive than many people think. Computations of vacation entitlement, statements of earnings and tax deductions are what we provide. We send the salary and wage specifications. We send and also help with the compulsory labour legislation documents, such as employment agreements, equality plans and plans to prevent ethnic discrimination.

Bookkeeping

The general running of a business is time-consuming, so much so that often the financial accounts are left to the evening hours or weekends.

Our bookkeeping services offer business owners the rare luxury of leisure time. We sort their receipts, code and register them whilst keeping track of outstanding receivables and liabilities. Businesses will know if the money in their account is really theirs or if they have to make a withdrawal on the following day. Furthermore they pay only for the time they actively use our services, during which they receive prompt and up-to-date reports on their company’s current position.

Fortnox

If a Fortnox customer, please follow the link to your business system here: FORTNOX

Fortnox is an accounting programme that enables customers to access their financial accounts and reports with optimal security, from virtually any computer with Internet access. It provides customers with opportunities for total digital management of their financial accounts, since all accounting information is scanned in and stored at a secure digital archive site. In other words, before any payments are made, all relevant information can be accessed in digital format. It should also be noted that general recommendations of the Swedish Accounting Standards Board stipulate that all information received in paper format must be filed in paper format, even if the information has already been scanned.

Fortnox is not only an accounting programme – it can also be expanded to create a complete business system with functions for invoicing, ordering, wages and salaries, customer care and e-commerce. It also provides opportunities to use e-invoicing, which is both cost-effective and efficient – not to mention environment friendly.

All the modules are interfaced with each other so that time reports can be used automatically as basic information for invoicing and payroll management requirements. Everything is entered automatically in the accounts.

By using Fortnox, we reduce the amount of time spent on financial accounting and increase our control over the accounts. Financial accounts in digital format also enhance audit efficiency, since there is no longer any need to leaf through folders trying to find certain information.

If you want to read more about Fortnox, take a look at www.fortnox.se (opens in separate tab/window).

Speedledger

We have extensive experience of working with e-bookkeeping from Speedledger.

Speedledger´s e-bookkeeping is integrated with your company’s online banking. Pay your bills as usual. Supplier payments and bank account events will be reflected in your records and all you need to do is approve the final proposal.
You can also manage the company’s invoicing in Speedledger.

You will speed up and simplify your accounting by 80-90%.

We can help your business get started with e-bookkeeping. Contact us for more information.

Tax

We have comprehensive expertise of both national and international tax matters. Our tax advisors provide secure and effective advisory services in most fiscal areas.

  • Owner-operated companies
  • Sales of business operations
  • Restructuring
  • International tax matters
  • Incentive programmes
  • Generation change
  • Pension solutions
  • Tax processes
  • Value Added Tax (VAT) questions
  • Choice of corporate structure

Owner-operated companies

A large number of issues impact owner-operated companies. The most central ones usually relate to dividends and capital gains.

Capital gains

Depending on how the regulations are utilised, significant differences can arise in the taxation of capital gains, ranging from 20 to 57 percent. To further complicate matters, there is no guarantee that the lowest tax rate today will generate the best long-term financial result. It is important for companies not to focus too strongly on the short-term perspective. It is therefore best to get help as soon as possible in order to find sustainable long-term solutions for salary payments, company cars and provisions for pensions, since these impact each other.

The best solution for a company may be a structure which exempts them from the 3:12 regulations. There are several ways to do this but, in order to provide the best possible advice, it is essential that we as auditors are brought into the mix at an early stage.

Dividends

The complicated regulations that govern closely held companies, usually referred to as the 3:12 rule, apply to companies that are owned by a small group of people and they are generally a constant and can be a constant problem for many business owners. The regulations, which have actually been changed every year or every other year since 1976, stipulate how dividends paid by these companies are to be taxed. There are also dividend regulations linked to the regulations that govern capital gains. Owners should not miss any opportunities for advantageous taxation on dividends if they sell the company without having previously taken out the dividend entitlement.

Three main areas control the effects of the applicable regulations:

  • ownership structure
  • acquisition costs
  • wages, including total wages and salaries and wages paid to shareholders and their close associates

 Sales of business operations

When companies and/or business operations are sold, it’s important that that they position themselves correctly in order to qualify for deduction entitlements and ensure that they are not subject to unnecessary taxation. It is necessary to find a structure that is adapted specifically to each business.

Sales of companies have the potential to impact large parts of the tax system, both in Sweden and internationally. They impact both the seller and the buyer. Conflicts of interest often arise, since an advantage for one party is usually offset by a disadvantage for the other party. It is important, therefore, to structure the transaction in a manner that is advantageous for both parties.

Sale

Whether it’s a plan to sell the entire company or just one section if the divestment is a minor transaction, for example SEK 100,000 the procedure is simply one of making the sale. For larger transactions, however, there are several considerations.

Are there positive features, tax benefits for example, that could become highly valuable assets for certain types of buyers? Is there a plan to invest the money in new business operations? Will the sale generate a gain or loss? Taxation never simply arises, but rather is based on how the transaction is structure. It’s important, therefore to seek help in structuring the transaction that the proper sequence of events is followed by the right components. Victory helps companies through this process to avoid any unpleasant surprises.

Acquisitions

When planning to buy a company, it is important to try and discover the faults and peculiarities of the company in question. This information could have positive effects which could possibly provide two deductions for the same items. It is not against the regulations. Financing is another matter. How will you handle it? If a liquidity requirement falls due at any given time, will there be money in your account to meet the requirement? Is it possible to transfer liquidity between different companies?

It’s important to establish the most appropriate structure for the acquisition in order to qualify for certain deductions. It is not unusual that a buyer does not fully utilise deduction entitlements for expenses, but pays full tax on revenues!

Victory helps companies through the acquisition, ensuring they avoid pitfalls and avoid the pitfalls and complete the transaction with their best interests in mind.

Restructuring

Restructuring is never a self-evident process of change but rather a tool that is implemented to achieve a goal. Perhaps the market has changed, a divestment may be in order, or a generation shift? One factor is inevitable – the creation of tax effects when transfers of business operations, companies and personnel, are initiated. The method used to implement structural change can also create tax effects, both good and bad.

Corporate restructurings are governed by a host of tax regulations. Victory has comprehensive experience of restructuring and we know how to avoid the pitfalls, thus allowing companies to maintain control over the entire process.

International tax matters

International tax matters arise as soon as another country becomes involved in any way. The company suddenly becomes subject not only to Swedish tax regulations, but also to the tax regulations of the other country in question, plus any agreements between the two countries.

Every country has its own tax base and compliance is monitored carefully. Conflicts arise occasionally between different regulations in different countries, including double-taxation. The best-case scenario is to take advantage of different benefits offered by the tax systems of the countries concerned.

Structures

There are many different ways to find the best structure for a business’ operations. If planning to establish a company in Denmark, it may be appropriate to consider establishing a holding company in Cyprus.

We often help international investors in Europe in their efforts to establish holding companies in Sweden. From the international perspective, Sweden has favourable regulations for holding companies. We can help companies to quickly find a structure that’s right for them, making sure it is structured in the most advantageous format.

Internal pricing

Internal pricing is a concern for companies in a community of common interests, for example a parent company and its subsidiaries that invoice each other. It is a major and constant issue for international companies. We help with the structuring of internal pricing in compliance with all pertinent laws and ensure fulfilment of the comprehensive documentation requirements.

 Incentive programmes

When planning an incentive programme, it is important to make sure that it is tax-effective. There are many choices to make for example whether the programme should consist of warrants or pensions benefits? How should the correlation with performance be structured? Should share price or interest-rate trends be a controlling factor? At Mazars, we ask the right questions about the goals and operations of a business, to ensure a programme that really works for them and provides them with the motivation they need.

Generation change

When the time comes for the older generation to step aside and let the younger generation take over, a number of questions always arise. In many cases, a family’s entire fortune is invested in the company.

In cases of generation change, fairness is always the key issue. The company’s continued survival & financial support for the older generation is paramount. However there are many pitfalls and traps. Passive and active part-owners often have different objectives and, in many cases, difficulties in cooperating effectively with each other. There are several issues that need to be resolved. They might concern provisions for pensions, or other questions such as the older generation retaining a share of ownership; or whether they should be offered positions of employment within the company.

We have extensive experience of dealing with generation succession and can help to find a solution that suits each company’s specific needs.

Pension solutions

Retirement savings are an investment in the future. The most common forms of retirement savings are pension insurance plans and pension funds. There are also other solutions, however such as saving within a company or combine savings with different insurance plans that may appear to be different, depending perhaps on age. Decisions made today can be extremely important later in life.

We, at Victory, sit down and talk through these specific situations in meticulous details, working together to find the best solution for everyone.

Tax processes

When the tax authority does not agree with a company’s opinion, we can help to pursue the process. We know the law, we handle appeals and we answer questions asked by tax authorities therefore leaving companies to concentrate on running their business.

Value Added Tax (VAT) questions

Questions concerning VAT have become much more complicated and internationalised. The legal system is controlled from an EU perspective and legal cases in other countries can impact Sweden.

As a business leader, it’s difficult to continuously monitor what’s happening and take the proper action. We monitor all new developments and arrange training courses that help business leaders manage their VAT; offering advice, assistance in tax processes and tax audits.

VAT questions are difficult. Fifty percent of the tax processes in which we help our clients involve VAT questions.

Choice of corporate structure

The most common change in corporate structure takes place when a private company is primed for development and restructured to create a limited partnership or limited liability company. The changes and structures adopted by companies, impact on the taxes to their business. We can help by choosing the corporate structure that is best-suited for the needs of the company, making sure the change is completed without any unpleasant surprises.

Financial Reporting/IFRS

The bigger a company is, the greater its need for concise financial reporting. We can help to produce consolidated financial statements, quarterly reports, annual reports or other forms of financial reports based on the rules and regulations that the company complies with. We make sure that all transactions are presented correctly, regardless of whether they apply to acquisitions, divestments, mergers or demergers.

  • Consolidated accounts
  • Cash flow statement
  • Annual and interim reports
  • IFRS – the international accounting regulations
  • Corporate code
  • Beyond the GAAP

Consolidated accounts

For the management of several companies within a corporate group, consolidate accounts are invaluable.

One important prerequisite for making the right decision at the right time is the knowledge of the company’s sales and earnings. If the operations are divided among several companies, this information is not always easy to access. That’s when it is necessary to compile consolidated accounts.

Knowledge such as the total equity, not only for the individual companies but for the group as a whole, is needed to enable the board of directors to propose an appropriate dividend payment to the shareholders.

Sometimes, the preparation of consolidated accounts is easy. However it requires that all companies in the group are Swedish, and that no transactions take place between the companies. In most cases, it’s a little more complicated. In such cases, we can help by assuring the consolidated accounts provide a solid foundation for decision-making and, at the same time, serve as useful presentation material when describing the corporate group to a bank, or a customer, for example.

Regardless of whether the company complies with Swedish accounting regulations, or international IFRS regulations, we at Victory can help.

Cash flow statement

A cash flow statement can be used to discover where the company or group´s money comes from.

How much of the liquid assets derive from the business operations? Have new loans been raised or, perhaps, additional funds been received through shareholder contributions? How much money was received in the sale of a subsidiary?

How has the money been used? Are there operations under development that have perhaps generated less money than the business has paid out? How much money has been spent on buying equipment or perhaps a property? Or did the shareholders receive the money in the form of dividends?

A cash flow statement describes the flow that has already taken place, but it also sends clear signals that, combined with other knowledge about the operations, can provide indications of what lies ahead. Will the company need more capital to continue its business operations? Is there enough money available to conduct present operations and acquire those new operations that management might want? Or will the shareholders have to be consulted to borrow more money?

A cash flow statement is included as a compulsory part of the consolidated financial statements when they are presented in an annual report.

Victory can help businesses to produce a cash flow statement or show them a method that, with a little training, can enable them to produce one for themselves.

Annual and interim reports

At least once a year, financial accounts must be compiled and presented in an annual report. The annual report is a requirement of the Companies Act, but its value can be much greater. It can also serve as a valuable tool in efforts to market a company, provided, of course, that the figures are correct and the company’s operations are described in an informative presentation.

We function as a natural support for companies in the preparation of financial statements and annual reports. We can help businesses to interpret the accounting regulations that apply to their company or corporate group. We can serve as a partner in the production of their annual report, or provide help through quality assurance when they handle the job by themselves. And, naturally, we are always right there when questions arise during the production process. Our consultants have many years of experience and comprehensive knowledge of both Swedish accounting regulations and IFRS.

If a company’s shares are listed on the stock exchange, they are required to publish financial reports during the year, in the form of interim or quarterly reports. We can help to prepare these reports, or provide quality assurance when work is complete.

We can also assist with the printed presentation of an annual or interim report through our contact network.

IFRS – the international accounting regulations

Perhaps a company is planning on converting to International Financial Reporting Standards, IFRS? The conversion is required before a company can be listed on a regulated market, but the need may also arise under other circumstances, for example if a company is required to report to a foreign parent company.

Our consultants have the knowledge and experience needed to manage the conversion process as efficiently as possible. We can help by:

  • analysing the effects of a conversion to IFRS on the income statements, balance sheets and cash flow statements of a company and/or group
  • preparing the required documentation for the conversion
  • identifying and compiling the statements and information that should be included in quarterly and annual reports.

Naturally our services are still available after the conversion has been completed, in the form of ongoing support and assistance in interpreting and understanding IFRS that provides a business with a sense of security concerning the financial statements prepared and by their own company.

Corporate code

For information on the Annual Accounts Act requirements on corporate governance report, read the RevU 16 Revisorns granskning av bolagsstyrningsrapporten.

For information about the company code, see www.bolagsstyrning.se

Beyond the GAAP

Keep up to date in IFRS. Our newsletter Beyond the GAAP addresses all about what’s going on in international accounting, IFRS.

You can find current and past issues of GAAP  http://www.investopedia.com/terms/g/gaap.asp

Global Alliance Praxity

Audit

An audit is a guarantee that your financial accounts maintain a high quality. It provides you as a business owners with security and instils confidence among your stakeholders and business partners.

  • Large companies
  • Owner-operated companies
  • Audits of Not-for-Profit Associations and Foundations
  • Financial companies
  • Independent audit
  • Internal audit
  • IT audit
  • Sustainability audit
  • Royalty audits

Large companies

Large companies mean large operations. If an internal procedure does not function well, it can have major effects. Since it’s impossible to control everything in detail, an audit of a large company is concentrated on analyses of processes to ensure there is effective internal control. We help you make sure that you not only have the necessary procedures, but also the most effective ones.

We assemble accounting teams with the expertise that our clients need. We have longstanding experience from working with large companies and we constantly monitor what’s happening in terms of legislation, EU-adaptation and new procedures emerging in this area. We conduct a simple and open dialogue with our clients, and our ambition is that the board of directors and executive management always receive timely and regular information about important questions and conditions that could arise during the audit.

Owner-operated companies

The auditor’s job is to conduct a review of the annual report and ensure that figures in the report are correct. Earnings, inventories and receivables outstanding must be reported accurately. Clients, suppliers, employees and business partners thereby receive confirmation that everything is in order.

The annual report provides a general insight into a company’s activities. Clients of Mazars SET will receive continuous reconciliations that tell how the company is doing. Working closely on a personal level we analyse the business in depth: are the company’s procedures and flows effective? What is the status of inventories? How is your company’s capital employed? Is there a need for additional financing? Is there financial scope for a dividend? What generates the company’s profits? Are there sections of the company that are unprofitable?

The auditor acts as a sounding board, somebody who is always close by and has time to listen and give advice. At Victory we know that a good auditor knows his/her companies and is committed to them throughout the entire financial year.

Audits of Not-for-Profit Associations and Foundations

Foundations and non-profit associations are controlled fundamentally by their statutes, and that’s where we start when we are commissioned. The statutes might be old or new. Our first task is to confirm that your foundation really works with the activities the founder of the foundation intended.

We present the audit report to the foundation or the non-profit association during an annual meeting or congress. This enables the members to hear another voice, in addition to the voice of the board of directors.

Taxation matters are complicated. We keep abreast of new regulations and we have comprehensive experience of dealing with matters that are usually raised with respect to foundations and non-profit organisations.

Financial companies

Audits of financial companies, including banks, securities companies and insurance firms, focus on analyses of procedures and procedures to protect the interests of savers and insured parties.

We assemble committed accounting teams with the specific skills and expertise that meet our clients´ needs. Our teams have extensive experience and comprehensive expertise in the fields of capital and insurance, as well as of statutory IFRS. We also have specialist knowledge of the specific regulations that govern companies in the financial sector and the directives issued by the Financial Supervisory Authority.

We want to conduct a simple and open dialogue with our clients, and our ambition is that the board of directors and executive management should always receive timely and regular information about important matters and conditions that could arise during the audit.

Independent audit

We often conduct what are known as independent examinations – auditing a particular section of the company; analysing inventories or perhaps assessing a company’s position at a time other than year-end. This independent audit is presented directly to the company in the form of a written report.

Internal audit

Companies occasionally need a special internal audit. While this often applies to larger companies, the need for it may also arise in smaller companies if, for example, a requirement for this is imposed by the Financial Supervisory Authority. The company’s board of directors decides whether an internal audit is necessary. As a result, there is considerable freedom to decide which areas of concentration should be examined in the internal audit.

An internal audit may be focused on a detailed analysis of a specific department’s functionality, or a specific process in the company. It may also entail a more comprehensive analysis of the company’s risk management, operations and control.

An internal audit does not result in an audit report, but rather a report that usually contains recommendations for corrective measures.

Victory can help to strengthen the tools for the internal operations and control of your business activities.

IT audit

When the flows are “hidden” in complex computer systems, an IT audit may be needed to ensure that information produced by the system is correct and accurate, and that nothing is “lost” or left remaining in some hidden columns.

For example an IT auditor can review and analyse the status of a certain aspect of a company’s operations in specific detail. We have extensive experience of IT audits and we can also help companies to formulate the right question, allowing them to access the exact information they want.

Sustainability audit

There is a long tradition of companies that assume a certain degree of social responsibility. During recent years, the link between environmental responsibility and business value has also become increasingly pronounced and growing numbers of companies are starting to realise the importance of the correlation between the fact that what is good for society is usually good for a company. A good reputation in the marketplace and efforts to protect your brand are profitable and make it much easier to recruit new employees and attract new clients to a company striving for sustainable development and taking a serious approach to matters involving ethics and morals.

Victory SET auditors work with a widespread network of experts in legal and financial reporting, due diligence and academic expertise related to sustainability, in order to offer their clients the best possible service and skills. We take an active part in the sustainability work conducted by the Swedish Institute of Authorised Public Accountants (FAR) and we contributed actively to the formation of new standards for audits of sustainability reports, RevR 6, Independent general examination of voluntary, separate sustainability reporting.

Within the framework of its competency network, Victory is able to offer the following services for sustainability analyses:

  • Independent examination/audit of sustainability reports that are prepared in compliance with the GRI guidelines, version 3.
  • Production of environmental and sustainability reports
  • Getting started with sustainability reporting
  • Due diligence focused on sustainability issues
  • Assistance in the production of sections of text concerning the environment and sustainability, imposed or voluntary, for the Annual General Meeting
  • Assistance in the internal audit of a company’s system for sustainability reporting and compliance with Codes of Conduct
  • Supplier chain analyses

Royalty audits

Many companies in Sweden have registered patents or other rights. Patent holders and licensees can be situated in any part of the world, generating revenue for a Swedish company. Therefore how can these companies ensure that the correct revenue totals are reported accurately?

Under-valuations of sales, both deliberate and unintentional, by subordinate patent holders and licensees and misinterpretations of license agreements, can result in the loss of large royalty revenues for the patent holder. Consequently, there is a need in many companies to verify the information that is reported by the patent holders and licensees. In recent years alone, Victory SET has identified unpaid royalty revenues amounting to millions of Swedish kronor through the auditing of patent holders and licensees.

We have comprehensive experience in royalty audits in many countries. For international assignments, we are also able to receive assistance from accounting firms in our network. Praxity, for example, is represented in more than 70 countries.

After an agreement is reached on the most prudent course of action, we can help a company determine if their licensees are reporting sales in compliance with the terms and conditions of their license agreements. When our audit is complete, our report will provide information about:

  • The license agreement
  • Reporting templates
  • Profitability analyses
  • Licensees’ internal control

We can also help a business to evaluate the reporting and follow-up systems used by their company to monitor royalty revenues. Accordingly, a royalty audit results in a report that includes our conclusions from the audit. It may also include recommended changes and our opinions of the license agreement, payment procedures, reporting templates, etc. We also submit an action plan for future audits.

Corporate Finance

Our specialists in Corporate Finance can assist you with issues related to acquisitions, disposals, valuations and incentive programs. We also advice you when operations are not performing according to plans. We identify problems and propose an action plan to stop the capital outflow and reverse the negative trend.

Our clients include both medium-sized owner-managed businesses and smaller listed companies or listed companies with divisions or subsidiaries that are in the process of change. Furthermore, we are constantly working with the private equity market, where we offer transaction related services as well as advice on tax and accounting issues and incentive programs among other things.

The common denominator is that everyone strives to evolve for the better. Maybe you want to grow through acquisitions and gain synergies or sell to make the company develop faster with a new owner, either in whole or in part. Alternatively, you need to improve profitability before the company can be further developed. Our specialists have extensive experience in providing advice in connection to acquisitions, disposals, restructuring and other occasions that require different types of approaches and valuations.

Victory Lead Advisory assists you with the execution of the entire acquisition or disposal process of a company or part of the operations. Our team has extensive experience in assisting clients to prepare a company for disposal and give advice on the strategy and tactics in the execution. Other examples are “management buy-out”, “management buy-in”, “spin off” and “carve out”.

In a business disposal process we search for buyers on both the Swedish and international market where we effectively make use of Victory global platform. The disposal process covers several phases where we take responsibility for the entire process from identifying potential buyers and create the sales prospect to contact buyers, advice on bid instructions and attend final negotiations. This approach allows the management to focus on the daily operations, ensuring that sales and profitability stay on track.

During the acquisition process we assist our clients, if needed, to analyze the market drivers, identify interesting target companies and contact them to find out how a process could be formed. We also collect information about the target company and make a preliminary valuation which we will develop further discussions around. Upon successful discussions we conduct a due diligence of the business to understand the risks that must be addressed in the continued negotiations. We make sure to drive the process to completion where we give advice and support during negotiations to reach an agreement that considers your interests as a buyer.

Due Diligence

Our specialists have extensive experience in performing due diligence services in various industries for buyers as well as sellers. As our team include collaborating specialists, we identify not only the risks but also highlight opportunities and future potential of a business.

From a buyer’s perspective, profound knowledge of the risks and conditions are essential for a valuable ownership. From a seller’s perspective an exhaustive analysis before the disposal can help to correct any possible errors and enhance the credibility of the financial reporting. It also provides the ability to clearly highlight the values  that exist in the business and make suggestions on how potential risks can be managed and that way speed up the sales process and reduce the risk of value leakage.
 
 We support you in the due diligence process by addressing areas such as:

  • Identification of potential risks in the business.
  • Analysis of the business revenue and underlying profitability aiming to understand the financial performance in various business segments.
  • Identification and analysis of the company’s underlying profitability and other financial factors that affect the purchase price.
  • Identification of any underlying trends in a normalized result, adjusted for items affecting comparability.
  • Analysis and evaluation of the assumptions that form the basis for future forecast.
  • Analysis of working capital requirements and cash flows and review of balance sheet items and net debt.

Advice on the financial aspects of the share purchase agreement (SPA).

Valuation Services

Victory perform valuations for a variety of purposes. These are often driven by, for example accounting, transaction, tax or funding purposes. Other times there is a dispute or perhaps an incentive program that shall be implemented. We also assist our clients in preparing financial models for simulation of scenarios, such as mergers, new strategic directions or to optimize cash flows.
 
 A valuation report from Victory is elaborated and substantiated where our assumptions are benchmarked against the specific market, special databases, public investigations and reports. In addition, our global experience from previous assignments has a great importance. Victory´ valuation reports stand for quality and independence, which is important for external stakeholders, such as tax authorities, financiers, shareholders, partners, etc.
 
 Mazars´ valuation team supports you in all situations where a business valuation may be needed. We offer highly qualified analysis and structured decision support that are valuable tools in negotiations and contribute to an effective decision making. In addition, we can evaluate certain types of intellectual property rights and securities, such as warrants, convertible bonds, etc.
 
 Incentive programs are often based on warrants. To make it correct, it is essential to ensure that the input variables, such as the volatility, in the Black & Scholes formula is in line with the market observations. Otherwise, the entire program can be a tax risk, both for the company and the holder. Together with our tax specialists we can design the program to meet your objectives and to make sure that no unpleasant surprises pop up later.

Restructuring

Sometimes the business does not develop as planned which may result in the company having difficulty to finance its operations. Victory offers advice to both creditors and debtors, aiming to retain values and minimize credit losses.

As an independent party in an often complex situation with various stakeholders of underperforming businesses, we can provide an objective analysis and highlight different options and consequences. We can assist you with independent business reviews (IBR) of current operations and the company’s future ability to meet its financial obligations and make an analysis of liquidity needs in the short and long term. We can also assist with the coordination and project management where multiple creditors are involved.

If you as a business owner already have liquidity problems, we assist you with the review of how capital can be released by immediately decreasing the cost base and working capital. In the longer term, together with the company management, we advice on how to create liquidity and incorporate an understanding of a persistent liquidity management. We also assist you in identifying unprofitable parts of the business and advice on various ways to handle them.

Corporate matters

It is impossible for an entrepreneur to know everything about audits, taxes and financial accounting. At certain times, completely different services required whether it’s establishing a new limited liability company or completing a merger or new share issue. Whatever the corporate question, Victory can help to find the best solutions!

  • Capital contributions (share issues)
  • Capital contributions (share issues)
  • Limited liability company
  • Mergers
  • Reductions in share capital
  • Voluntary liquidation
  • Other important changes in the company

Capital contributions (share issues)

When a company develops and grows, the need for additional capital may arise. There are several alternatives for increasing the company’s capital. For example, money can be lent to the company, or new shares issued to a private party, or to other individuals or companies.

We can help produce the necessary documentation, regardless of the method chosen to infuse new capital into the business.

Limited liability company

The establishment of a limited liability company can be a complicated procedure that could take several weeks. For example, it may be necessary for the company to have a corporate identity number immediately, therefore Victory have an inventory of established limited liability companies that we sell specifically for this purpose. We only require that the company provides the share capital, which currently amounts to SEK 50,000.

Our price, SEK 8 500 includes all expenses charged by the Swedish Companies Registration Office totalling SEK 3 400, and a company file, including a share register in which we include all the documentation needed in the future.

Mergers

When a group has two or three companies but only need one, it is sometimes more beneficial to merge them. A merger is defined as the fusion of one or more companies to form a different company through the transfer of all assets and liabilities to the acquiring company. Mergers offer a means of reducing the number of companies without any loss of business operations.

In some cases, that might not require the merger of all business operations, other options are available. We can offer our advice on which method is best for the specific situation, and help the company through the process.

Reductions in share capital

If a business needs to reduce their share capital to cover a loss and/or reimbursement to shareholders, we can help them prepare the documents and monitor the required procedure conducted by the Swedish Companies Registration Office.

Voluntary liquidation

Victory can also help with the required documentation and monitor the procedures conducted by the Swedish Companies Registration for the liquidation of a limited liability company.

Other important changes in the company

Changes are sometimes needed in a company that require registration with the Swedish Companies Registration Office for their validity.

Changes in corporate management personnel (board of directors, company signatories, etc.) or auditors are examples of changes that require registration. Other changes that require revisions in the company’s articles of association, such as the company name, registered office, share class, a split or amalgamation of shares, pre-emption rights or consent clauses, are other examples of changes that require registration.

We can help help prepare the documentation and handle all contacts with the Companies Registration Office. This allows the company to devote more time and energy to managing their own business

Forensic and financial investigations

Victory can assist you with specialists in financial investgations in a number of different matters.

In addition, we are able to present our findings in public court or to an arbitration institute.

We assist attorneys, corporate managements and boards of directors with forensic investigations regarding:

  • Suspicious financial irregularities and fraud.
  • Commercial disputes.
  • Submit expert statements in accounting and financial matters.
  • Testify in public court or at an arbitration institute regarding submitted expert opinions.
  • Fairness opinion regarding compulsory redemption of shares under the Swedish Companies Act.

Review of contract compliance.