Winding up your business - Opportunities and pitfalls paper

Published on 17 Oct 13 by SOUTH AUSTRALIAN DIVISION, THE TAX INSTITUTE

This paper looks at a range of issues that should to be considered when a decision has been made to sell or wind up a business. Most people think about capital gains tax implications however the matter can be far broader than simply minimising the impact of CGT.

This paper explores the following key considerations:

• whether the business assets or the entity should be sold
• the MNAV test including valuation issues, liabilities and application of recent cases, what’s in and out and planning opportunities
• what happens after the business is sold - use of retirement concession, liquidating the company/vesting the trust
• what to do with loans and/or UPEs that exist
• dealing with pre-CGT assets and reserves
• Part IVA implications of certain planning decisions or structuring to get within the concessions (such as making trust distributions)
• accounting implications (e.g. reserves for SB gains).

Author profile

Marc Romaldi CTA

Marc's tax law experience comes from over 14 years practising in accounting and legal spheres in both domestic and international environments. Capital gains tax, general income tax, international tax, stamp duty, GST, superannuation and fringe benefits tax all form part of Marc's tax law skill set. This expertise is used to advise ASX-listed companies, private enterprises and high net worth individuals on the commercial and tax implications of structuring, restructuring, acquisitions and sales. Marc's customer base appreciates his ability to understand their business, distil complex legal issues and achieve practical outcomes. Those customers come from a variety of industries, with Marc having particular expertise in the pharmacy and property industries. - Current at 30 August 2017

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