Small Business Structuring Essentials – a recorded lunchtime online conference

Duration: Approximately 2.5 Hours

Hear from the experts at this conference. You can watch it on your computer or on your portable electronic device from anywhere.

The conference will be based on our highly successful video webinar technology: there'll be a chairperson and presentations.

One registration can be shared by colleagues within the same firm utilising the same login.

THE PROGRAM

Session 1: Tax Aspects of Buying and Selling a Business

The process of buying and selling a business has numerous tax issues that should be considered. To assist both buyer and seller in stamping the deal, this session outlines some of these tax considerations, including:

• Pre-sale clean-up, including:
  • Intra group loans
  • Division 7A Loans and UPEs
  • Review of related party transactions (ie. rent and salaries) on non commercial terms
• Structuring the deal tax effectively, including:
  • When the tax benefit for one party may provide leeway in the sale price
• Sale/purchase of shares or sale/purchase of business?
• The apportionment for depreciable assets sold and the effect of accelerated depreciation and temporary full expensing for both buyer and seller
• Apportionment for CGT assets sold and the effect for both buyer and seller
• GST free going concern exemption being used but are the conditions being satisfied? (GSTR 2002/5)
• The CGT implications of using an earnout arrangement
• Case studies

Session 2: Getting up to Speed with the Additional Small Business CGT Conditions for Shares and Trust Interests

A relatively recent change to the basic conditions for the CGT small business conditions where the CGT asset is a share or trust interest, relates to CGT events occurring after 8 February 2018. This session explores the challenges that can arise in practice, including:

• What are the additional conditions for shares in a company or interests in a trust?
• How to work out the small business participation percentage when interposed entities are involved
• Practical examples of how the indirect small business participation percentage is calculated where trust distributions are involved
• Practical applications of:
  • The modified connected entity rule
  • The modified active asset test
  • The 90% test
• Case studies

Session 3: Subdivision 328-G: The Forgotten Roll-Over

There are various CGT roll-overs on offer depending on the circumstances of a business restructure. Alternatively, the small business CGT concessions may be utilised to achieve the desired result. This session looks at when the small business restructure roll-over (SBRR) may be a viable option, including:

• The ‘genuine restructure of an ongoing business’ requirement in subdivision 328-G ITAA 1997
• Factors to consider whether to:

• Sell and utilise the Division 152 CGT concessions ,
• Roll-over using the SBRR, or
• Consider alternative roll-over options

• What is the SBRR ‘safe harbour’ rule?
• Tax consequences of the SBRR for the:

• Transferor
• Transferee

• ATO guidance for trust to company restructure where UPEs are extinguished (LCR 2016/3)
• Family trust election considerations when a trust is a party to a restructure
• Case study comparing the use of the SBRR and the Division 152 CGT small business concessions