[EP 206] Getting Tax Right at Exit (and what can go wrong if you don’t.)

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Joanna: Nigel, welcome along to The Deal Room Podcast. It’s such a pleasure to have you on board.

Nigel: Thanks Joanna, it’s a pleasure to be here, we have an interesting topic. Looking forward.

Joanna: Absolutely. Now, it’s not just a tax accountant that finds this whole concept of tax at exit interesting Can I promise you, because when I start talking to my clients, my clients come in what quite often happens. And I just want to set the scene here, because I think this is so pivotal as to why we’re actually talking about tax today, why I do like to talk about tax a bit. Because I would say, when our clients come into us to to exit from a business, in many instances, they come to us for the very first time right at the end of the transaction. So that’s the point where the business has been in on the market, a buyer has been found, they’ve negotiated commercial terms, and then they come to us. And then you know, one of the first questions I say to them, when they come in is, do you understand what your tax impact will be? At the end of the day? Do you understand how much cash you’ll have in your pocket? And they’ll come back with one of two answers. Generally it’s either – Yeah, yep. Yes. And I know, that means no or I thought of that. It is so rare that I have anyone who comes in and actually says, Yes, I have worked this through thoroughly with my accountant. And I understand absolutely, what that’s going to look like at the end of the day. So the problem is, so so we have this situation where so many businesses just don’t understand what the tax element will be at exit. And I say, okay, you know, let’s talk about the legal side, we can get all the legal side ready. But before you exchange contracts, and actually, before we even draft this contract for you, I highly recommend you go sit down with your accountant and work it through, make sure you fully understand what that tax looks like, and what that cash in your pocket will look like, at the end of the day after the deal is done. And it’s just so it shouldn’t still shock me, but it still shocks me how many times they come back and say, gosh, I just had no idea that because I’m making these choices, this is the impact of those choices along the way, or because I made this choice about structure four years ago, or 20 years ago. This is the impact on the sale today. And so that Nigel is a very long introduction, but it’s the I guess it’s the reason why I want to talk about this and, you know, having come at it from that perspective, can you maybe and of course, we’re talking today about the warning stories about getting tax wrong and exit, which suggests that maybe there are some instances where people have got this wrong, which I can testify to, I’ve seen many of them. But can you just talk about why do people get this wrong? Why is it that, you know, how is it the business owners could get to this point at exit? And maybe not even fully understand?

Nigel: Yeah, Joanna? Look, it’s a, it’s a great point you make there that, you know, people tend to think about tax implications, either when they’re in the process of selling, or sometimes even after having sold their business, they will see a tax accountant, this, some good reasons for that. Among the reasons, one of the big reasons is that, you know, selling a business or selling your shares or your own assets, you know, it’s quite an emotional sort of decision. And, you know, people are caught up, you know, with the actual negotiating process, to sell the business. But, and sometimes they also get caught up in the due diligence processes of the business, but tax sometimes gets forgotten. So, you know, from that perspective, it is something that we do see, not very often, but we sometimes come across, especially with new clients that we get a new client that, you know, sometimes they haven’t had a chance to look at the the tax implications of selling. And in those situations, what we can some, what we sometimes find is that, you know, there’s anomalies that can happen from a tax perspective, you know, sometimes they think they are eligible for certain concessions or, you know, CGT concessions, and sometimes they, they, they might not be eligible or in other situations, they, you know, they, they are eligible and they’re not even aware of the fact that they eligible. So it’s a it’s an interesting topic, but it’s something that is very, it’s something that needs to be considered and does it require quite a bit of planning and the earlier you have a chance to see an accountant, the better it is

Joanna: Great. Okay, now, we’ve got quite a few podcasts where we work through Well, you know, what concessions are available? How do you ensure you’re eligible for them? But let’s just like let’s so let’s just give it a quick summary, though, for anyone who isn’t aware of some of these, you know, finer points of tax that exit, what are some of the critical things for them to understand about what tax concessions are available?

Nigel: Yeah, so you’re gonna look at the most critical things for them to understand is, what concessions actually available to them. So the first thing you got to identify is, what kind of sale is happening, right? Because we quite often look at as sale as I’m ready to sell my worked in my business for a number of years. If it’s a small business, for example, you know, I’m getting ready to retire and I’m ready to sell. But sometimes what will happen is, that’s one reason I say will happen. But sometimes what might happen is, you might get approached by an external, you know, somebody, a competitor or something like that, that’s interested in buying your business, because your business has certain attributes that they find, will add value to their business. So in the process of selling is something that it’s, it’s something that you need to actually plan for well in advance. And in terms of the actual things you need to look out for, I guess, you need to have a bit of an idea of how the concessions work. So that if there is anything you can do in advance of a sale, you at least have a bit of an opportunity to rearrange things to a certain extent. And from that perspective, that could mean the difference between being eligible or just falling outside of the eligibility for these concessions.

Joanna: So you talked about eligibility, and what are we talking about here? Eligibility for small business concessions, or parts of those, because there’s, I guess there’s a whole host of different potential concessions available.

Nigel: Yeah. So in terms of the eligibility, I’ll just talk about the concessions first, and then very quickly, because the eligibility sort of flows through based on the concession. So the four concessions are basically this 15 year extension, okay, then you have the 50% reduction, then you’ve got the retirement exemption, and, and you’ve got the roll off. So those are the main concessions, right. And in addition to that, you’ve if you’ve held, you know, certain categories of assets, for more than 12 months, you are also eligible for the 50% discount. Now, the 50% discount applies over and above these concessions. So the I guess the objective of the concessions is you could potentially have a zero tax outcome. And if you’re not eligible for all of them, you your tax bill might be very significantly reduced. Now, in terms of the eligibility, like there’s there’s two main, you know, Gateway sort of areas that make a taxpayer eligible. One of them is the $2 million aggregated turnover test. And the way that works is basically, if you’re in a business, if your turnover was less than $2 million on an aggregated basis, you will meet that particular criteria. The second concession and this is the one that you know, it can be quite tricky is the net asset value test, and that to satisfy that concession, if your net assets, okay, when we say net assets, we mean your assets, less your liabilities are less than $6 million, you will satisfy that concession. So those are the basic conditions. And in addition to the basic conditions, there are some specific conditions that apply to each of the four different concessions that we just spoke about.

Joanna: So just as a point of clarification, do you have to satisfy both of these eligibility requirements, so your business needs to be you need to have a turnover under two mil and you need to have net asset values of under six mil.

Nigel: So Joanna, basically the way it works is that you’ve got to satisfy one of the either of the two conditions so you don’t have to satisfy both it’s it’s either or. And look at it that that does offer a bit of flexibility, because you might have a business for example, that you know, the turnover is relatively low, okay, but the net assets may be a bit higher. So and a good example of that is due to the recent situation with you know, COVID What it is caused this, it’s caused a decline in turnover in some businesses that are otherwise quite valuable. So in that situation, they might be in a position where they will satisfy the $2 million aggregated turnover test, or maybe just under 2 million, but they might be over the $6 million net asset test. So, yeah, it’s either either of the two conditions that you need to satisfy

Joanna: Brian and, and you know, and let’s talk about this $6 million net asset test. Because you know, I understand that there. It’s not just necessarily related to what you actually own in your name, but it can also include entities that you might have a shareholding in maybe can you talk to us a little bit

Nigel: So you might recall, I use the word aggregated turnover earlier in the in the discussion. And the reason for that is because there are aggregation rules. So basically, the way the aggregation rules is, you’ve got, you got to consider if there’s any affiliates, or connected entities in the structure. So when we talking about affiliates and connected entities, affiliates, the affiliate rule is, is arguably a bit more complicated, because you need to kind of work out if the, you know, the directors of the company, for example, are acting as directors in another company or sitting on other boards, or, you know, and this is especially important with founders or people who are like in a lot of startup businesses, they might be potentially acting in a in a decision making capacity in number of other businesses. So if that happens, then you actually have to look through to see whether they’re influencing the businesses enough that the turnover of the other businesses are actually got to be aggregated turnover or net assets that is of the other businesses have to be aggregated with the business that is being sold. So the affiliate rules, it calls for a bit of a in depth analysis, to work out whether you are caught under the rules or not. And there’s certain sort of exceptions within the rules. So for example, with with spouses, with, you know, your spouse is not automatically an affiliate, but in some circumstances, you know, the assets of the spouse, if they’re being used in in your business, they might be considered an affiliate for the purpose of these rules, so that’s the affiliate rule. And the other rule to be aware of is the connected entity rules. So the connected entity rule is basically based on the percentage of ownership. So if you are generally above 50%, you are, you know, the, if you own about 50% of a particular entity, whether that’s a unit trust or company, that entity gets aggregated with in terms of its turnover and net assets, depending on what you select. On the other hand, if you’re between 40 and 50, you can apply, you know, to the ATO and in some circumstances, you might be able to prove that you’re not connected to the entity. And if you’re under 40, generally what happens is you’re considered not to be connected to that other entity. So it’s slightly different, but it depends on the percentage of ownership.

Joanna: So let’s turn this into Okay. Well, what are the warnings out of that? What do business owners need to be careful of? And why why is it relevant for us to think about whether whether or not another entity or person is considered a connected entity? So what is the importance of that classification of connected entity?

Nigel: That’s a good question. Because what happens with the percentages is, it can be quite easy for a client that’s owning a certain percentage of the business to not realize that, you know, if they’re within a certain range, they might not be able to access the concession. So I’ll give you an example that we had of a particular client. So this client and this is not the connected entity test, by the way, there is another test, which is part of one of the concessions that basically requires a taxpayer to own more than 20% of the shares in a business okay, in order to qualify for the concession. So, this is a specific this is one of the specific requirements if if it happens to be a share or unit in the company. Now, in the case of this individual, what happened is they had been selling down the shares for number of years. So initially, I’ll just give you a broad example. Like they, they might have owned 30% of the shares in the company, they needed the money. And so they decided, look, I’ve just got to liquidate and keep selling my shareholding down. And they got to around 21% of the company. Okay. And at that point in time, you know, we didn’t know about this, because this was a new client for us. But at that point in time, basically, this client wanted to continue selling their shares, because he thought, oh, you know, I’m getting a good price were in the process of negotiating a deal with this new company. So how about ourselves, maybe five, or 6%. And what would have happened in that situation is basically the shareholding of this individual would have dropped to below the required 20% threshold. Now, when it drops your 20, below the 20% threshold, you’re basically not eligible for the concessions anymore,

Joanna: other than your 50%.

Nigel: Yes, ther than your 50%. Spot on. So. So that’s, that’s a good example of how if you are aware as a client of the concessions, you might rearrange your face or do things in a different way. So we went back to the client and said, Look, this is the issue you have, you can sell Yes, these are the advantages. But from a tax perspective, the biggest advantages if you hold on to your shares, and if you sell the whole lot, or you sell a very big proportion of it, you can potentially qualify for the small business CGT concessions. And the benefit of that might be actually quite substantial, he did decide eventually that he was going to continue holding on to the shares. And basically, there were other reasons as well, because, you know, as part of being a key individual in the business, this particular client needed to actually stay on in the business and not sell down any further. So that that’s, that’s, that’s an example of how, you know a bit of careful planning on the part of the adviser, along with the client, can actually go a long way in maybe saying to the client that hang on, Have you have you thought about this?

Joanna: Yeah, such a good example, that you know, where you can go from holding 21%, and then not even realizing, Oh, just sell 3%. But suddenly, now you’re below the 20%. And when you go to sell the rest, you don’t get access to the same concessions as if you just had sold it all in one go or held on to it and sold it later. And it’s a really good point to be aware of, to be very careful about when you’re selling down shares, the way in which you do it, the parcel size in which you do it. Actually, another point in that example that you made was, they realized that there was an importance of them holding on to equity, because they were so integral to the business. And quite often, buyers, you know, will want to see that some connection there between people who are integral to the ongoing running of the business as well. But that’s a whole different topic. But I just thought it was interesting that you pointed that one out, because that certainly can be a fundamental aspect of what a buyer is looking for when they’re coming in to buy to buy a company. Well, great. Okay, so warning, be careful about the parcel sizes, when you sell down and getting too small and your parcel size, less you less, you then cut yourself out of being able to utilize some of these concessions. And one of the things that, you know, we’re talking about warnings here in relation to tax, but one of the issues that I have some creep up from time to time, is the impact that has been caused by distributions from family trust. So trust, who have been the shareholder within a company, and the funds within that comes from the dividends, the funds from that family trust, have been distributed to certain members of the family and the way in which those distributions have happened, has had an impact on tax. Could you maybe talk us through what some of those risks are because I think many business owners just don’t even realize that the way in which the distributions are dealt with, from the trust to you know, the the class of beneficiaries might have an impact at the end of the day on their sales. So maybe just walk us through some of those issues, Nigel,

Nigel: you’re gonna look at it. So this is where it gets a little bit complicated because what tends to happen is when a trust owns shares in a company and this shares are being sold in that company. The 20% tester, I just spoke to you about in the previous example, doesn’t actually apply. So there is a test called a 90% test that applies. And what that test requires is to actually track the distributions that occurred. And you’ve got to basically do an exercise where you go back to the last up to the last four financial years, and you got to work out who’s received the distributions, and if any of those people that have received the distributions, when you aggregate all of the distribution entitlements, whether they’re in a position to meet the 90% test. And so sometimes it can be really tricky, because what tends to happen is, you know, the distributions, you know, sometimes the year before, they haven’t really planned on selling the business. So they might distribute to a particular spouse, or, you know, one of the adult kids or something like that. And they don’t actually understand the implication of that and that could actually impact the ability of, in some situations of a client to access them to pass this particular test. So, you know, what we recommend is basically to sit down, you know, with with an accountant and work through what have been the distributions for the last four years. So this, this is what the test requires work to what the distributors have been for the last four years. And then, you know, work out who are the individuals within, within that particular test, that would qualify for the concession. So sometimes it’s possible that two individuals might qualify for the concessions, if the distribution, you know, the pattern of distributions have been in a certain way, it is possible that, you know, two separate individuals might qualify for the concessions. Now, why is that important, Joanna? The reason is, because if two individuals qualify for the concessions, then potentially two individuals can contribute, can make a contribution into the super fund, because one of the concessions is the retirement exemption. And that exemption actually allows individuals to contribute up to $500,000 into the Superfund and the contribution will then basically come off your capital gain. So let’s just say you have a capital gain of $500,000, which is remaining. You have two choices, you pay tax on the capital gain, or you contribute the money into super, you could just contribute the money to super and that’s the end of it, you might, you will not have a tax liability. So that’s one option. But if you have two individuals that potentially qualify to make the contribution, then you could say, okay, I’d like to make a $1 million contribution on that example that I you know, I use the example of a $500,000 capital gain. But in other examples, the game but actually be a lot larger than that. So I guess you these are the sort of things that come up in the analysis. And this is why it can get a little bit more complicated than people appreciate initially.

Joanna: Well, absolutely. It does sound extraordinarily complicated. I can only agree with you, Nigel, I can only but agree. But I’d tell you what this does demonstrate, it does demonstrate number one, notwithstanding, you might have a bit of an idea of what those sort of general concessions are. And that eligibility, the 2 million turnover, the 6 million net asset value, it’s a great staff reminder that there’s a lot of complexity that sits underneath. The other thing that it demonstrates to me is that you really need to be planning this stuff well in advance. So if you saying, you know, you need to look back at the last distributions that have been made over the last four years, I’ll tell you what, if you think your five years coming up to exit, sit down right now and absolutely involve your accountants so so they’re careful about the decisions that they’re making along the way, every year in relation to their tax. So I guess there’s sort of those two perspectives, aren’t there?

Nigel: That’s right. And it’s also a matter of, so one of the things that we sometimes can find, too, is that there’s not enough paperwork going back, you know, if we, if we use the example of the last four years, sometimes like if you know, if a client has, for example, come from another accountant The other accountant might not have prepared a set of financials, because there wasn’t much activity in that particular trust or in that company. So in these situations, it can be quite tricky to actually piece together what happened 2,3,4 years ago. And with some of the tests, you know, that there is a, which we didn’t speak about earlier, but there is this other test called an active asset test.

Joanna: Oh, another test! Oh, my goodness, gracious. This is getting ridiculous. Who thinks of all this stuff really, I mean, you know,

Nigel: look, it is, it’s a bit of a tricky process. And, and it’s something the ATO have said, Look, if we’re going to make it really generous, where you can reduce your capital gains to zero, but at the same time, we want to see all the paperwork and we want to, you know, we want to make sure that you, you, you satisfy all these requirements, otherwise, you know, you’re, you’re basically gonna have to pay the capital gains tax. So the bar is set fairly high, unfortunately. But that what that also means is that, you know, it’s something that, you know, like I was talking with the active asset case, you do need to have paperwork, that goes back at least half of the period that you own the asset. So for example, just to give an example, if you’ve ever owned chairs and accomplish a stick shares, the last 10 years, what that test requires, is that, you need to actually look at the balance sheets of that company work out, if the assets were active, the assets being your shares, for at least half of the ownership period. So in my example, that would be five years, because, you know, the last 10 years, so it’s going to be Fargas. But, you know, you know, some clients, they might not have the paperwork, going back to the earliest. Now, if it’s, you know, the ATO do have a concession with that. So, for example, if you’ve owned the shares for a period of 15 years, and that period has been, you know, need not be continuous, you’ve owned the shares for 15 years in total, like the ATO will accept seven and a half years. So you don’t need to keep going back. Beyond that. But that gives you an example of how it can be really important to do a bit of planning for these concessions, because let’s say you discover that you don’t have financials going back, or you’ve got financials for only five years, but you need seven years worth of financials, then you got to think about what are you going to do, right? Do you is it worth actually going back, reconstructing the financials, like, you know, sometimes the financial been destroyed, or the previous accountant has retired. So it can be quite challenging in those situations. And, and that’s why I say that you do need to have a bit of planning, because when when you apply the concessions, you’ve got to, you know, submit the paperwork, it’s all got to be done in accordance with the timeframe. And you don’t really have sometimes the luxury of time when a sale has already happened. The clock is basically ticking. So that that kind of underscores the importance of actually having that discussion with the accountant.

Joanna: Absolutely, it does such important things that we’re talking about here. And, and, you know, I think it’s, it’s absolutely apparent from these examples that we’re talking about, that it is stuff that you need to plan in advance, you need to be aware of well, in advance, you need to ensure that you’re keeping the right things, that the right decisions are being made about distributions about the purchase of assets about company ownership, you know, to the extent that that might impact your ability to your ownership of a small part of a company, you know, might then impact the entities that appeal pulled in for the purposes of calculation of some of these figures. So, you know, every decision needs to be thought through carefully with that end point of exit in mind and tattered exit on my in mind. So, so we’ve run through some of that stuff. I know you had some other great examples, maybe tell us some other stories, Nigel, I love stories. Tell us some more stories of where where things have gone wrong. All right, by the way.

Nigel: Yep. Look at in terms of recent examples, like with a $6 million net acid test. That’s actually an important one. Because, you know, generally speaking, if there’s some situations where you might be below the $6 million net asset test by by quite a bit, let’s say a million dollars or $2 million. In that situation, you probably you’ve got some room there. But it’s situations where you’re just a little bit above where the question arises. What’s in the $6 billion net asset test? So look, in terms of like, examples, like we had a client that came to us and they assets We’re, we added up the assets. And when we talk about the $6 million net asset, there’s so much just add a little bit of background just, you know, to understand what goes in there is basically, you know, for example, cash in the bank, any assets that are investment properties or interest in shares and those kinds of assets. What doesn’t go into the test is their superannuation, life insurance policies, personal use assets, for example, you know, cars and stuff like that. And, and the other thing to be aware of is the word net. The word net means assets, less liabilities. So you got to, you got to think of it this way. What are the liabilities? Okay? Do they have, for example, if it’s an investment property? Do they have a mortgage? So when you add it all up, obviously, if it’s less than 6 billion you qualify. So we had this client that came to us, and they were questioning whether they are eligible or not. And it looked like initially, they were above the $6 million net asset test. So we added up the assets and the liabilities and everything we realized, hang on, they are, they’re probably going to be above the $6 million net asset test. But when we looked at some of the liabilities, we realized that they, you know, there were additional liabilities that they didn’t actually tell us about.

Joanna: Oh, right. What were the liabilities?

Nigel: They were basically loans that they put into business. And some of the loans were not recorded appropriately. And, and they had bank statements to prove that, you know, the money was spent on the business assets. So basically, that made quite a big difference to the situation. And, and it ended up they were under the 6 million, because they’d been, they’d been using quite a bit of their personal finances to fund the business because this was, you know, it initially was a startup. And so they they kind of like, you know, they ended up in a position where the net asset position was quite a bit under $6 million. But they thought, Look up, I don’t think I’ll qualify, but this is, this is the other thing to be aware of, you don’t make assumptions. Whenever you’re working through the test, you generally start from position, your position is zero, right? You start from zero, and then you you sort of work through the rules very systematically, work out, what qualifies what’s in what’s out, add it all up, and then you work out if you know, we usually go to the client see, is this is this all? Or is there anything else?

Joanna: or is there anything we may have forgotten?

Nigel: Exactly. When we talk about net assets, we’re talking also about market values. So market valuation can be a bit of a tricky area, right? Because, you know, you’ve got to think about Goodwill, and sometimes different, you might get different valuations from different values. And that might actually push the valuation either above or below the six period. So like these are, these are a number of different things that you would actually need to think about. When you’re in the process of doing that test. And it’s not like any one answer is right or wrong, but where there’s significant, where there’s a lot of doubt involved. Rather than make the decision, what we might do sometimes is go to the client and say, Look, do you want to apply for a private ruling? Because the ATO can actually look at the position and give an answer based on you know, what they think is the answer. And that actually offers a lot of peace of mind, to the taxpayer, they knowing that, hey, look, nobody can challenge this $6 million, this valuation because it’s come from the ATO. And, you know, we are comfortable therefore, with the position.

Joanna: what a great example. Do you remember how much tax we’re talking about at the end of the day that they ended up saving?

Nigel: Yeah, look at it, I can’t quite remember the numbers, but in the earlier example, like that, they were about one and a half million was the capital gain because this this individual that invested. They basically set up the company and basically set up the cup they’d been in very early. So, you know, they didn’t pay anything for the shares. So basically, the capital gain was pretty much the market value less was the cost base of what you know, they contributed so it And then that gain was subsequently reduced by a number of these concessions. I mean, they were under 55, I will mention that, so there was a consideration of whether they wanted to pay the tax or contribute the money to super. But, you know, they decided to contribute the money to super which eventually further reduce the taxable there was some tax in the end, because not on a one and a half million dollar capital gain, there might be a little bit of tax because it’s one individual, you might just get 500,000 as your contribution limit. And there might be something residual. So, from that perspective, they did pay a little bit of tax but comparatively was, you know, was a really good outcome to eligible.

Joanna: Brilliant. Okay, well, look, thank you so much, Nigel, you’ve walked us through some great examples here. It’s just fascinating seeing, you know, some of these, the complexity, I guess, the complexity, and the importance of being on top of all of these. And I guess, before we finish, are there any parting words that you want to leave our listeners with?

Nigel: Yeah, look, it’s a quite a generous set of concessions, but at the same time, it’s something that you need to actually speak to an advisor about. And we do understand that clients are very busy, you know, adding value to their businesses, or on a day to day basis, and can be really difficult to actually understand some of these concepts. But the idea is that you do not need to be the expert and understand everything, you need to just engage with an advisor that knows, understands how the concessions work, can work with the client. And and, you know, if there’s, you know, if there’s a need to work with, the ATO can actually work with the ATO, and work out the best outcome for for the client. So that’s, that’s kind of my you know, then advisors take on it to just be aware that, you know, you’ve spent your whole working career trying to build up your business, you know, why not Take advantage, these concessions are all for small business owners. And if we were in a difficult economy, obviously, the last couple of years. So, you know, it’s something that you really need to take advantage of. And it’s not just in the context of the sale journey. It’s also if you’re, if you’re doing a restructure, for example, you might want to sell your shares to your family trust, you might want to do a restructure to for asset protection. The concessions apply in that situation as well. It doesn’t have to be an external sell. But these are just some of the things you might want to consider.

Joanna: Yeah, absolutely. Wonderful. Okay. Well, look, if our listeners want to make contact with your Nigel and talk about tax, how do they go about doing that?

Nigel: Yeah, I’m always happy to talk about tax. You can reach me on [email protected]. So that’s our email address, we are ADX Accountants, you know, I am always happy to have a chat.

Joanna: Brilliant. Well, look, thank you so much for coming along to The Deal Room Podcast. We’ll put those details in the show notes, and thanks for coming along.

Nigel: Thanks, Joanna. Pleasure.

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