Andrew Lam, Director of Tax at Hill Rogers presented the topic 'Should an association amalgamate?' at the CEO & Chair Symposium in Hobart in February.

2. Associations Forum
CEO & Chair Symposium
Hobart
Andrew Lam| 1-2 February 2018

3. Hill Rogers – who we are?
Hill Rogers is a long established and highly respected mid-tier accounting firm
with over 50 years experience. Our team of more than 60 professional
employees service not-for-profit and private clients throughout Australia and
across the globe.
We offer audit, accounting, taxation, advisory, superannuation and financial
management services.
The Hill Rogers Not-for-Profit team has a wealth of experience assisting not-
for-profit organisations manage their tax and audit obligations and navigate
available exemptions and concessions. We can offer you practical advice and
strategic planning across all aspects of your business.
CEO & Chair Symposium 2018 3

4. Amalgamations
• Internal amalgamations
 Amalgamating federated structures
 Variations of federated structures
- States are members of the National body
- States and individuals are members of the National body
- States are separate to the National body
- Bespoke the above
• External amalgamations
 Merger of organisations
CEO & Chair Symposium 2018 4

5. Benefits of an amalgamation or merger? What we have seen?
•Struggling to attract
membership
•Access to key people (board
or management)
•We are stronger combined
•Become more relevant
•Greater geographical
coverage
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•Cost savings
•Greater bargaining power
•Greater voice / lobbying
•Tax efficiency – taxable
subsidiary
•Simplify accounting & reporting

6. Key tax issues
Stage 1: Should we amalgamate or merge from a tax perspective
 Key tax issues relates to preserving access to concessions & DGR
 What do we do if we lose concessions
 Cost Benefit analysis -> alternatives
 Undertaking due diligence on the tax concessions
Stage 2: Implementation
 Stamp duty
 Income tax
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7. Taxes
 Income tax exemption
 GST concessions
 FBT rebate or exemption
 Refund of franking credits
 DGR status (Charities &
DGRs)
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 Payroll tax exemptions
 Stamp duty exemptions
 Land tax exemptions
 Local government rates
exemptions

8. Before Merger
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Not-for-profit #1 Not-for-profit #2

9. Option 1: Single Entity
CEO & Chair Symposium 2018 9
Not-for-profit #1
Not-for-profit #2
 NFP#2 transfers employees,
contracts, assets
 NFP#2 winds up

10. Option 2: Group Entities
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Not-for-profit #1
Not-for-profit #2
 Parent (sole member or
controlling member)
 Subsidiary

11. Restructure candidate
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B
 Pty Ltd
 Not tax exempt
Tax exempt
C
A CLG
 Only owns property
 Not tax exempt

12. Any questions?
12CEO & Chair Symposium 2018

13. Hill Rogers - Not-for-profit specialists
Vishal Modi
Director, Audit & Assurance
• Expertise in providing commercial entities
and NFPs with expert advice and guidance
with their assurance requirements
• Focused on building strong partnerships with
clients
• Bachelor of Commerce
• Registered Company Auditor
• Member of Chartered Accountants Australia
and New Zealand
Vishal.Modi@hillrogers.com.au
m: 0434 129 005
CEO & Chair Symposium 2018 13
Andrew Lam
Director, Taxation
• Has worked within leading taxation
advisory teams in chartered accounting
firms (both big 4 and mid-tier) and a top-
tier law firm
• Has deep experience in taxation advisory
matters with a particular focus and interest
in NFPs with their taxation affairs
• Bachelor of Commerce/Bachelor of Laws,
Master of Laws (Taxation)
• A Chartered Tax Advisor & Solicitor
Andrew.lam@hillrogers.com.au
m: 0419 293 385

14. t +61 2 9232 5111 f +61 2 92337950
www.hillrogers.com.au | info@hillrogers.com.au
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GPO Box 7066, Sydney NSW2001
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