Session 1: Valuing Shares, Reorganisations and Other Capital Tax Issues
A) Valuation of small and medium sized companies – The methodology, the tax considerations and the impact of placing the incorrect valuation on the company.
- Valuation of small and medium sized companies or sole traders:
- The approach to valuing small to medium companies;
- Quick review of the valuation methods;
- Some of the more common methods used in practice;
- The impact of non-trade items on the balance sheet;
- The use of rules of thumb – multiples – sample multiples for various industries;
- The minority discount – when is it appropriate – the rates to use?
- Summary of what should be included in a formal valuation
- The common errors made and common adjustments that should be considered
- The importance of determining what percentage of shares is being valued and who is it being valued for
- Tax considerations
- Recognising the importance of assessing the reasons for the valuations – different valuations for the same transaction for tax purposes – The detail tax rules in relation to CGT, CAT and stamp duty;
- Reviewing the meaning of market value, willing buyer and willing seller;
- When carrying out the valuation -assessing the impact of:
- special interest parties; and
- prior offers or sales of the company;
- sales subsequent to the valuation date;
- The surcharges imposed if the valuation is incorrect;
- The impact of getting the valuation incorrect – surcharges etc.
B) Group reconstructions – Creation of Groups – Share for share / share for undertaking transactions – a whistle-stop tour
The creation of a group structure has significant advantages. It allows shareholders to protect any excess cash or non-trading type assets in the parent company such that if things go bad in the subsidiary, then the assets in the parent company are not at risk. In certain instances, a shareholder may wish to sell their company on, in order to increase the attractiveness for a potential purchaser it may make sense to transfer out the trade from an existing company to a new company such that the purchaser acquires a new company and only acquires the trade assets or liabilities. The transfer out of a trade may also work well in succession planning scenarios where certain assets in the existing company are not trade assets and as such are assets that a parent/disponer may want to hold onto. This session will review the tax reliefs available on the creation of a group structure or actions that can be taken to ensure that a company is more ‘saleable’. It will cover:
- The CGT and stamp duty exemptions available on a share for share exchange and what a share for share exchange means. It will discuss the instances where a clawback of any relief may apply;
- The CGT and stamp duty exemptions available on a share for undertaking transaction and what this means. It will also consider what other tax issues needs to be considered when such a transaction is undertaken. It will discuss the instances where a clawback of any relief may apply
- It will highlight the importance in transfers between groups of getting the sequence right.
- A possible option to create individual holding companies post incorporation where there is value in the company.
C) Some common errors and reminders when engaging in succession planning in relation to retirement relief, entrepreneurial relief, share buyback and business asset relief.
Speaker: John Murphy – OmniPro
Session 2: Opportunities and Common Tax Issues with Succession Planning
This session will cover the following topics:
- Taxes to consider
- Major reliefs and recent changes to their conditions
- Common mistakes
- Some practical tips
Speaker: Grayson Buckley – Crowe
Session 3: Tax Roundup for the Corporate Sector
During this session we will look at the following topics:
- Corporate tax returns and compliance issues
- Non-allowable expenses for tax purposes
- Exemption for startup companies and Startup Refunds for Entrepreneurs
- Close companies
- Pre year-end tax considerations
- Withholding taxes
- VAT compliance issues
Speaker: Michael Smith – MG Smith & Co.
Session 4: Taxing Foreign Assets and Stamp Duty – The Forgotten Tax
Many clients hold significant foreign assets and this will probably increase going forward. This session we will look at the following topics:
- The common foreign assets held by clients
- Irish tax treatment on gains arising on the disposal of foreign assets and on income generated by such assets
- Anti-avoidance rules in respect of investment in foreign assets
- Double taxation relief
- Reporting requirements – in Ireland and internationally
This session will also look at stamp duty and in particular:
- Rates of duty payable on various property transactions
- Stamp duty reliefs available
- Property structuring to minimise stamp duty
Speaker: Michael Smith – MG Smith & Co.