Buying and Selling a Business: Navigating the Legal & Financial Risks - a series of 5 on demand webinars for accountants

Program 1: Changing Business Structure to Facilitate Business Sale

Getting ready for business sale may require adjusting or changing business structure to help manage risk or improve value. This session looks at the key issues involved with business restructuring when advising a buyer to sell, including:

• Advantages and disadvantages of different business structures and the reasons to change
• Some common business structure transitions:
  • sole trader to partnership
  • partnership to company
  • sole trader to company
• Assessing business structure in terms of:
  • exposure to risk
  • tax considerations
  • transfer duty exposure
  • administration and business operations
• Isolating liabilities rather than cross guarantees
• Case studies

Program 2: Due Diligence Checklists on Business Sales: The Buyer’s Perspective

When it comes to buying a business, clients will turn to their trusted adviser to help guide them through the process. While it can be an exciting time, a failure to properly understand the detail can lead to potential for things to go wrong down the track. This practical session examines the key issues buyers need to navigate, including:

• How are you buying it? – asset sale or share sale
• Key searches and due diligence to consider:
  • PPS issues
  • tax, GST, and Payroll Tax
  • IT issues, including software licences, website, socials, cloud computing etc
  • review of IP ownership
  • leases and freehold
  • review of licenses, leases and consents
  • customer and supplier contracts
• Employee entitlements the buyer must recognise
• Super Guarantee compliance
• Case studies

Program 3: Due Diligence Checklists on Business Sales: The Seller’s Perspective

This session looks at the major issues that business owners need to navigate when deciding to sell their business, including:

• The decision to sell – when is it right?
• Identifying matters that need fixing or ‘tidying’ up prior to sale
• Essential contract terms – an evaluative guide:
  • warranties and indemnities
  • termination
  • earn outs
  • disclosure
  • restraints of trade
• Dealing with ongoing employees and their entitlements
• Case studies

Program 4: Accounting Red Flags on Business Acquisition

Examining business accounts is an essential pre-purchase obligation. This session helps provide accountants with the skills to identify potential red flags, including:

• How many years financials do you look at when buying a business?
• Deciphering profit and loss statements – checking withdrawals and investments:
  • checking revenue manipulation
  • misrepresenting expenses
  • checking questionable accounting practices
• Establishing the true cash flow position – key areas to focus on
• Reviewing the balance sheet – examples of major red flag warnings
• Reviewing BAS statements and tax return – some areas to focus on
• Reviewing business debts
• Case study – when not all financial data is revealed; identifying the gaps

Program 5: Tax Implications of Asset Transfers When Selling a Business

This session examines major tax risk on asset transfer on business sale. This covers Federal and state taxes and includes tax minimization strategies. It includes:

• Disposing of capital assets – GST and capital gains tax implications
• Evaluating access to CGT discount – shares or business asset sale?
• Assessing the character of gains or losses in relation to disposal of assets
• Specific rules on capital or revenue treatment on assets
• Small business concessions and sale:
  • 15-year exemption
  • 50% active asset reduction
  • retirement exemption
  • rollover options
• Seller preference where there is no access to CGT exemptions or concessions
• Sale of a going concern – claiming input tax credits for GST paid
• Transfer duty on sale of business assets – a state comparison
• What you need to know about margin scheme when selling assets
• Case study - Tax treatment of earn out rights