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Winding up your business - Opportunities and pitfalls paper


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
Photo of author, Marc ROMALDI Marc Romaldi, CTA, has over 14 years tax law experience from 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. - Current at 22 January 2018
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This was presented at 2013 South Australian Tax Intensive .

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Where to from here? Expanding business offshore

Author(s):  Sue Hatcher,  Layton GOULD

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