8 hours Multiple
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Session 1: Valuing Shares, Reorganisations and Other Capital Tax Issues
This session will cover the following topics:
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.
CPD Course Facilitator: John Murphy – OmniPro
Session 2: Opportunities and Common Tax Issues with Succession Planning
- Taxes to consider
- Major reliefs and recent changes to their conditions
- Common mistakes
- Some practical tips
CPD Course Facilitator: 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
CPD Course Facilitator: Michael Smith – FMB Advisory
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
CPD Course Facilitator: Michael Smith – FMB Advisory
CPD Course Facilitators:
John Murphy – Head of Corporate Consultancy, OmniPro
As head of our Corporate Consultancy team, John relishes problem-solving to help accountants develop innovative client solutions and sharing technical knowledge on tax, financial reporting and auditing.
A Chartered Tax Adviser, he advises clients in practice on a range of issues from income tax, tax planning, restructuring and exit planning to Revenue audits. In addition, he provides support on financial reporting, auditing and company law; conducts company valuations and advises on pre-sale restructuring.
John also plays a key role as a researcher and subject-matter expert in developing OmniPro information products such as the CompaniesAct2014.com and FRS102.com. As a speaker at OmniPro CPD events, he brings these industry-leading insights to accountants participating in our training programmes.
A Chartered Accountant and Qualified Financial Adviser, John has over a decade’s Big 4 experience with EY and PwC, providing tax and audit services for a portfolio of clients, ranging in scale from SMEs to multinationals.
Grayson Buckley – Crowe
Grayson Buckley is an experienced Tax Director with Crowe Horwath. Grayson, a Chartered Accountant and an AITI Chartered Tax Adviser joined Crowe Horwath after having gained extensive experience in another large practice. Grayson provides tax planning and consultancy services to a wide range of individuals and corporate clients operating in Ireland and internationally. He also provides advice on all aspects of tax to small and medium-sized accountancy practices in relation to their clients. As a key business advisor, he has developed an extensive knowledge of all taxes and their impact on commercial decisions. He is widely recognised as an expert in corporate transactions, property related transactions, Revenue audits and VAT.
Michael Smith, FMB Advisory
Michael is Tax Partner with FMB Advisory Ltd, a firm that specialises in tax planning for personal and corporate clients. Michael has over 25 years of tax experience and has held a number of senior positions with top Irish accounting practices. He has significant experience advising on business start-ups and reconstructions. He has lectured and written widely for Chartered Accountants Ireland, the Irish Tax Institute and other professional bodies.