Bank of Ireland: Succession planning guide


Published on

"As owner/manager of a small business, chances are that 100% of your energies are focused on the here and
now – growing and protecting revenue streams, keeping principal customers happy and managing the complex
human resource issues that always seem to consume so much time. But if you stop for a moment and imagine
your business 5, 10 or even 20 years from now, what do you see? What if you saw nothing at all? What if your hard-won reputation, brand and company had disappeared? Unless you tackle the most complex question of all – finding someone to take over your own responsibilities – the future of your business could be in doubt."

Published in: Business, Economy & Finance
  • Be the first to comment

  • Be the first to like this

No Downloads
Total views
On SlideShare
From Embeds
Number of Embeds
Embeds 0
No embeds

No notes for slide

Bank of Ireland: Succession planning guide

  1. 1. Business Banking Succession planning for your business A guide to safeguarding your future
  2. 2. 1 Contents What is succession planning? 2 Expert contributions 4 Coping with the unexpected: The need to plan ahead 5 Andrew Gelling, Hilary Haydon & Company Leadership issues: Choosing a successor 7 Colm Nagle, BDO Simpson Xavier Step-by-step planning: Preparing to let go 9 Con Casey, LHM Casey McGrath Sale or succession: Key financial and tax implications 11 Niall Glynn, Deloitte & Touche Making the most of tax relief: How to minimise your liability 13 Andrew Whitty, Horwath Bastow Charleton Pension planning: Tax-efficient benefits 15 Tony Kelly, Byrne Curtin Kelly Retirement benefits and tax relief: Sample case studies 17 Thomas McDonald, JPA Brenson Lawlor Retirement plans: How to make an exit 19 Aidan Byrne, Baker Tilly Ryan Glennon Business financial planning with Bank of Ireland 21 Plan today and rest easy tomorrow 22 Bank of Ireland contact details 23
  3. 3. 2 What is succession planning? As owner/manager of a small business, chances are that 100% of your energies are focused on the here and now – growing and protecting revenue streams, keeping principal customers happy and managing the complex human resource issues that always seem to consume so much time. But if you stop for a moment and imagine your business 5, 10 or even 20 years from now, what do you see? What if you saw nothing at all? What if your hard-won reputation, brand and company had disappeared? Unless you tackle the most complex question of all – finding someone to take over your own responsibilities – the future of your business could be in doubt. That’s where succession planning comes in. In business, succession planning involves identifying and preparing suitable people to replace key members of the management team (especially yourself) as they move on. Large corporations and multinationals put a huge focus on succession planning, with top executives, HR staff and succession management specialists all playing a role in preparing the business for a change in key personnel. However, in smaller enterprises, owner/managers often do not recognise succession as an issue and fail to make plans to hand over the reins. This can create difficulties for the owner, the staff, and the business as a whole. Family affairs Succession planning is a key issue among family businesses. According to a recent report from the Central Statistics Office, family businesses account for 46% of all enterprises in Ireland. In addition, the latest Family Business Succession Survey compiled by BDO Simpson Xavier says that two-thirds of family businesses in Ireland will change hands in the next decade. However, the survey showed that while 69% of respondents claimed they wanted to keep the business in the family, only 29% had developed a plan to do so. So it’s not surprising to learn that only 20% of family businesses are successfully passed on to the next generation. The biggest pitfall for many owners is the failure to select and prepare a future leader to take over at the helm. Regardless of the size of the company, succession plans need to be developed, and potential successors have to be recognised and up-skilled. Developing a successor’s talent is a long-term investment, and this investment should be considered as early as possible, as progressing the potential successor’s education and work skills may take several years. Time will also be required for the transfer of knowledge from the current business owner. Some 80% of small businesses are considerably reliant on the past proficiency of the business owner and their leadership skills, as well as the relationships they have built up over the years with partners and clients.
  4. 4. 3 Onwards and upwards Succession planning is a process, not a quick fix. Ideally, your long-term plan should encompass all aspects of the business. In the past, succession planning mainly focused on ensuring continuity in the key leadership positions, but nowadays it is important to consider the need for continuity throughout the organisation. This ensures that employees are ready for new leadership roles as and when the need arises. It also develops a diverse workforce with qualified people in all positions within the business, today and in the future. Key steps for transferring ownership of your business: ● Plan for your future financial security. Establish financial resources that are independent of your business e.g. pension, keyperson insurance etc. ● Make a will. This will avoid a lot of expense, problems and difficulties for your family. ● Identify who will take over as the owner of the business and make sure they know about your plans. ● Prepare your successor. Transferring control while ensuring the continued success of the business once you leave requires planning and preparation. ● Identify advisers. The process of formulating a viable succession plan needs outside advice and consultation. ● Plan for your retirement.
  5. 5. 4 Expert contributions We asked a range of financial experts to add their views and advice in relation to succession planning. All of these advisers have extensive experience in the fields you’ll read about in the coming pages, from financial planning and taxation to accounting and business advisory services. We’re confident you’ll find their advice helpful, and we’ve provided contact details for each contributor, any of whom would be pleased to answer your questions in these areas.
  6. 6. 5 Coping with the unexpected The need to plan ahead by Andrew Gelling In business, unexpected events can dramatically change the fortunes of a company. A wise business owner looks ahead and develops contingency plans to minimise the risks associated with unforeseen occurrences. Succession planning is one way to help you and your company prepare for sudden, major change. In the case of the unexpected death or disability of a key player, what is likely to happen to your business without a succession plan in place? Today… You have created a successful and profitable business, and your family enjoys a comfortable lifestyle. Tomorrow… Suddenly, you sustain a disability, forcing you to cease work immediately, or, in the worst case scenario, you die through injury or illness. In addition to the personal loss, what other repercussions will there be on your family and their lifestyle? What will be the effect on your business? In the future… Your family and other stakeholders face critical decisions. What are their options? ● The heirs or family members become active in the business. But do they have the experience, skills and expertise to manage the business and be an asset to the company? ● The business (or a share in the business) is sold to an outsider, or the heirs or family retain their interest as inactive shareholders. But can the other stakeholders accept this arrangement with the extra effort required of them for no extra reward in terms of profit share? ● The heirs or family members want to sell their interest to other stakeholders. But will these stakeholders be able to raise the necessary funds for this transaction? Succession planning is a process involving a number of key elements: 1. Designing a strategy to allow the owner to exit the business by extracting value in a tax-efficient manner, or to pass on the business to family members in a tax-efficient manner. 2. In the case of a planned exit, ensuring the handover to the new owner takes place with minimum disruption to the business. 3. In the case of the unexpected death or disability of the business owner, ensuring that suitable structures and plans are in place so the business can cope with the loss of a key executive. Succession planning should be considered by anyone in business (a self-employed person, a shareholder, or a partner) and the process should start right now, even if a transition, retirement or sale is not a current prospect.
  7. 7. 6 Seeing the big picture When preparing a succession plan, think about the impact the plan will have on your estate – in other words, how your assets will be passed on to family members during or after your lifetime. It is essential that you make a will to deal with your estate upon death. In addition, review your affairs to ensure that: ● Assets pass in the most tax-efficient manner possible. ● All available tax reliefs are utilised. ● Tax charges, if they cannot be eliminated, are deferred where possible. Tax and company law can change regularly, as can the economic climate. You should review your succession plan regularly to make sure it conforms to current legislation and meets your requirements – and revise it if necessary. by Andrew Gelling, Director of Taxation Services, Hilary Haydon Company About Hilary Haydon Company Hilary Haydon Company Chartered Accountants, established in 1990 with offices in Dublin and Cork, is one of the top 20 accounting firms in Ireland. Hilary Haydon Company combines experience, motivation, drive, skill and creativity to provide a comprehensive service to its clients. Specialised services in relation to succession planning include corporate finance, which advises on the sale or transfer of a business, and tax planning, the other crucial element of any succession plan. Contact Andrew Gelling AITI – Director of Taxation Services Phone: 01205 1700 Email:
  8. 8. 7 Leadership issues Choosing a successor by Colm Nagle Once you’ve made the decision to pass on your business to the next generation, you should begin the process of identifying and preparing potential successors, preferably more than one, as people and businesses change. Make sure to establish timelines and goals with the potential candidates. It’s important to choose the leader who can best meet the future goals of the business. While your knowledge, experience and style of leadership have served the company well so far, it may be that a different but complementary skill-set will best serve the business in the future. Just as important, do not assume that your first choice of candidate will automatically want the job. Discuss the change openly with potential successors and revisit the conversation periodically to ensure that both you and your successor are still on track. To encourage your successor’s development, it’s important they experience and understand all aspects of the business, from the bottom up. Make sure they have responsible jobs that increase in scope as their abilities grow. If your future successor is a family member, here are some tips to help maintain a good working relationship: ● When you see a problem, don’t immediately jump in to fix it. Wait for a private time to discuss it with the successor. ● Schedule regular meetings with your successor to talk about progress and problems. ● When the successor asks a question or shares a thought, respond only to the subject that has been raised. Don’t discuss personal or family issues. Remember, it’s possible that the future of the business may be served equally well by a non-family member. If that is the case, the principles of open dialogue and regular meetings still apply. Being the successor If you are part of the younger generation, think carefully before entering the family business. Ask yourself the following questions: Why am I joining the business? Is it to please my parents, or will it provide me with the career I want? Will I have the freedom to make a real contribution and reach my own potential? What can I bring to the business? If you are already in the business and have ambitions to take over as leader (whether you are a family member or not), consider adopting these guidelines: ● Have a personal development plan. ● Find and use a suitable mentor or coach. ● Identify opportunities for skills development, e.g. turn-around situations, start-up situations, handling employee performance problems.
  9. 9. 8 ● Gain experience outside the business. ● Develop your profile independent of the owner’s, e.g. by joining industry associations and attending relevant seminars. ● Ensure regular communication with the owner. These measures can help you, as a successor, to step out from the shadow of the owner and to establish your own identity and authority within the business, focusing on your strengths throughout the transition process. Future focus At the heart of any succession plan must lie a focus on the long-term needs of the business. For some owners, there is a temptation to use their company as a vehicle for meeting the employment and income needs of the family. While this may satisfy the family in the short term, both business and family interests may ultimately be best served by a sale of the company. Two-thirds of family business owners surveyed recently by BDO Simpson Xavier said they plan to retire in the next ten years. The time for succession planning starts now. by Colm Nagle, Business Assurance Advisory Services, BDO Simpson Xavier About BDO Simpson Xavier BDO Simpson Xavier Family Business Services can provide the following services: ● Establishing family councils and family constitutions ● Advising on appropriate succession strategies ● Effective communication strategies in conflict resolution ● Strategic business planning ● Corporate finance for family business transactions ● Corporate governance for family business ● Tax and estate planning for the transfer of assets ● Protecting the business in the event of marital breakdown ● Personal wealth management for the protection and growth of family wealth ● Executive coaching support for business owners and their successors Contact Colm Nagle, Partner Phone: 01470 0000 Email:
  10. 10. 9 Step-by-step planning Preparing to let go by Con Casey Succession planning requires careful preparation and there are a number of key steps to consider. 1. Select a successor It’s difficult to choose a successor for your own job. You don’t wake up one morning knowing that a particular manager or family member will be suited to picking up where you leave off. Selecting the right person to take over your business requires an intensive effort, and an examination of all employees or family members who potentially have the skill and ability to lead the company. If you have difficulty narrowing the field, you may want to seek the advice of a professional adviser, trusted friend or business colleague to help you with the selection process. This approach can help take some of the emotion out of the decision and add objectivity to the process. Succession planning should begin several years before you intend to leave the business. This way, you have time to oversee your successor as he or she learns the business and hones the necessary skills. 2. Develop a training plan and prepare to let go To develop a successful training programme for your successor, identify the critical functions of the company. Your successor should be encouraged to work in each of these areas. Immerse the successor in the business so they see both the depth and breadth of the operation. This may sound simple, but there is a certain amount of “letting go” involved in allowing your successor to learn, grow and make their own mistakes. Letting go can often be the greatest challenge for the owner of a business. 3. Establish a timetable Set out a time-frame for shifting control of the business. If succession is to be successful, everyone – owner, successor, management team and employees – needs to know who is in charge of what, and when. The person taking over will not succeed if you override their decisions. A timetable will provide your successor with a clear understanding of what their roles and responsibilities will be when you finally move out of day-to-day operations. 4. Prepare for your departure Plan your exit early, whether you intend to retire to pursue recreation or travel, or to take on another business venture. As your successor assumes more and more responsibilities, spend time planning how you will become involved in other activities outside the business.
  11. 11. 10 5. Install your successor You owe it to yourself and to your business to install your successor during your lifetime. Once that is accomplished, you need to let your successor carry out the role for which they’ve been trained. Ultimately, their success or failure is up to them. While succession planning is challenging, it is worth the reward of watching your business grow and succeed through the next generation. Seek the assistance of professional advisers such as accountants, solicitors and investment or insurance professionals, as any succession plan will have far-reaching implications from a tax, investment and legal perspective. 6. Make a will It’s very important to formally lay out your plans for your estate. A tax-efficient will should be structured with options for the beneficiaries to disclaim assets, which can be put in trust for a period of time. This will enable the trustees to arrange the assets so that the beneficiaries can avail of tax reliefs such as business property relief. by Con Casey, Consultancy Partner, LHM Casey McGrath About LHM Casey McGrath LHM Casey McGrath is one of Ireland’s leading accountancy and business advisers, providing a wide range of assurance, consultancy, accounting, taxation, business advisory, financial services and information technology solutions to Irish and international business communities. LHM Casey McGrath has a large client base of owner-managed businesses who regularly require expert advice on succession planning. Services include: ● Assistance in the development of a comprehensive succession plan ● Valuation of a business ● Detailed tax planning including CAT and CGT ● Assistance in the management and implementation of the succession plan with particular reference to tax planning ● Assistance in the smooth transition of the business to the successors Contact Con Casey, Consultancy Partner Phone: 01495 9200 Email:
  12. 12. 11 Sale or succession Key financial and tax implications by Niall Glynn Making the financial decision to dispose of your business seems relatively straightforward at first glance. However, personal wishes, family expectations and tax and commercial implications can all play a part in affecting your planned course of action. Planning is the key to managing the succession process effectively. Planning will help you to maximise opportunities, reduce costs and ease the burden of what can often be a difficult time for those affected by the change. The sale of your business can be a complex and challenging process. You must get it right first time, as you are unlikely to get a second opportunity. Sale - commercial considerations ● Careful planning of the sale of your business allows you to control the time-frame of the transaction and to address issues that may diminish or increase the value of your business. ● When estimating the value of your enterprise, determine the rationale behind your price expectations. ● Then research potential buyers and try to understand the motives of the ideal acquirer for the business. Finding the right buyer is important from a commercial and financial perspective. ● The next stage involves negotiation and dealing with tax issues, ultimately coming to an agreement with a purchaser for the acquisition of the business. ● Finally, completing the transaction involves the interaction of service providers on each side, to resolve all issues surrounding the sale and related documentation. Sale - tax considerations ● Selling your business will result in a liability for Capital Gains Tax (CGT) at 22%. Differing tax implications arise on an asset sale and a share sale; the size of the tax liability may vary substantially between each situation. ● In some instances, the purchaser may not wish to acquire all of your business but only a part of it, and a pre-sale reconstruction may be needed to package the part for sale. This can be done in a tax-effective way if it is carried out at an early stage. ● Examine your financial position in advance of the sale; review your post-retirement income and, where appropriate, arrange pension provision or increase benefits under your existing pension plan. ● A purchaser may ask you to remain on as a consultant for a number of years, and any such contractual arrangement should be carefully reviewed. ● It is also important to ascertain the timing of the payment of tax liabilities and of cash flow considerations. Deferred considerations or earn-outs linked to future performance of the business are taxable immediately, but it may be some time before the purchaser is obliged to discharge these sums to you. Succession – commercial considerations Unlike a sale to a third party, issues in this situation tend to be more family specific and include: ● Are you ready to let go and what will your role be in the future?
  13. 13. 12 ● Are a number of family members involved in the business? ● Are they suitable to run the business going forward? ● Where more than one family member is involved should some dispute framework such as a shareholder’s agreement be in place? ● Control could be given to one family member, but the value split equally between all family members. ● Have you made adequate financial provisions for you and your spouse in retirement through pension or otherwise? ● Finally, have you made a will? Succession – tax considerations ● By contrast to a sale situation, advantageous tax reliefs apply (subject to conditions) from both CGT and capital acquisitions tax (CAT) where you pass your interest in your business to your children. ● For CAT purposes relief applies on business assets so the market value of those assets is reduced by 90% in determining any liability for gift/inheritance purposes. ● Retirement relief may apply for CGT. The relief operates such that where an individual over 55 years of age transfers their business to a child no CGT applies. ● With business assets it may be possible to avoid any CGT on a gift and have little to no CAT. Stamp duty may in that instance become the main cost. ● If the business is operated through a company a stamp duty rate of 1% only will apply on the transfer of shares. A transfer of assets attracts a stamp duty rate of up to 6% (or half that between blood relations). Conclusion Having an appropriate plan in place will give you a definite goal, enabling you to maintain focus throughout any sale or succession process. About Deloitte Deloitte, one of Ireland’s leading professional services firms, provides audit, tax, consulting and financial advisory services through 1,200 people in Dublin, Cork and Limerick. At Deloitte we have a dedicated team offering corporate finance, taxation and advisory services to clients to assist with all aspects of the decision to sell (or pass the business to family members) and the execution of the sale of both large and small owner managed enterprises. This multi- disciplinary group of experts is committed to ensuring that our clients receive a comprehensive and personal service based on a thorough understanding of their business. Contact Niall Glynn, Director – Tax Services Phone: 01 417 2206 Email:
  14. 14. 13 Making the most of tax relief How to minimise your liability by Andrew Whitty When passing on wealth to the next generation, or making a long-term wealth management plan, you must carefully consider the tax implications, especially when it comes to Capital Acquisitions Tax (CAT) and Capital Gains Tax (CGT). ● CAT (20%) should always be considered when passing on assets at less than market value, e.g. making a gift or inheritance from one individual to another. ● CGT (22%) should always be considered when ownership in an asset changes by sale or otherwise. ● Both CAT and CGT can arise on the same transaction. Tax relief When transferring wealth to family members, CAT and CGT relief should be optimised. ● CGT retirement relief When business assets are passed on to family members, CGT retirement relief can apply if the disponer (a person who transfers property to another) has reached 55 years of age and all other conditions of the relief are met. There is no ceiling on the value of business assets passed to sons or daughters without CGT arising where retirement relief applies. This threshold of €750,000 applies where business assets are sold to non-family members. However, if the assets have been held jointly by a husband and wife for at least 10 years, each individual should be entitled to their own €750,000 threshold, allowing for tax-free disposal of up to €1.5 million. ● CAT business relief In certain circumstances relief from CAT is available for business property acquired by gift or inheritance. Business property includes land, buildings, machinery or plant owned or used for the purposes of a trade. It can also include shares in a trading company. Subject to all other conditions of the relief being met, the effective rate of CAT applicable to business property is 2%. ● CAT/CGT offset In certain circumstances, the CGT paid by the parent can be taken as a credit to reduce the CAT liability payable by the son or daughter. This can sometimes reduce the child’s CAT liability to nil. Minimise taxes simply You can make tax savings by carefully timing the passing on of certain types of assets. The key steps are: ● Pass on assets that do not attract CGT first, e.g. cash denominated in Euro. ● Then pass on investment assets, e.g. rental property. ● Lastly, pass on business assets, e.g. shares in the family trading company.
  15. 15. 14 A gift payment up to €521,208 can be made to a son or daughter without triggering a CAT liability, assuming that previous gifts have not been given to them. With some exceptions, CGT arises on a gift of assets to a son or daughter. CAT would also apply on the same gift if the child’s tax - free threshold of €521,208 has been exhausted. The CGT and CAT liabilities will be calculated using the market value of the asset. However, where CAT/CGT offset relief applies the CGT paid by the parent can be taken as a credit to reduce the CAT payable by the child. Finally, subject to certain conditions, qualifying business assets are subject to CAT at an effective rate of 2%. Full relief from CGT using retirement relief might also apply. Tax tips ● Given current market conditions, now may be a good time to transfer assets. Where assets have reduced in value, the tax costs of making a transfer should be lower. ● Similarly, consider passing on assets that are expected to appreciate in value sooner rather than later. Although this will bring forward the date CGT is payable, it should reduce the ultimate amount of tax due, and the beneficiary will enjoy an uplift in the value of the asset. Alternatively, consider the use of fixed or discretionary trusts if family members are too young or already adequately provided for. ● If you plan to pass on your assets at a later date, make a will to ensure they pass on to the next generation as you intended. ● Consider drawing up a family constitution. This is a written record setting out the family’s approach and views in relation to the ownership and operation of the business, along with profit-sharing and the roles of individual family members. By clarifying these matters, the family has a strong basis for resolving any issues and working through conflict in the future. ● Obtain an enduring power of attorney to ensure the continuity of your business interests in the event of your temporary or permanent incapacity. ● Maximise pension contributions from the family business before your retirement. by Andrew Whitty, Tax Partner – Tax Liaison Partner, Horwath Bastow Charleton About Horwath Bastow Charleton Horwath Bastow Charleton is one of the leading chartered accountancy and business advisory practices in Ireland and is the representative firm in Ireland of Horwath International, a worldwide group of independent accountancy firms with over 400 offices in 370 cities, with 16,000 staff worldwide. Horwath Bastow Charleton was established in 1941 and is experienced in providing professional advice in different economic cycles. Contact Andrew Whitty, Tax Partner Phone: 01676 0951 Email:
  16. 16. 15 Pension planning Tax-efficient benefits by Tony Kelly Ireland as we know it has changed significantly in recent decades. We are a thriving, dynamic economy, focused in our pursuit of excellence and success. Statistics suggest that our owner/managers are getting older, and within the next decade a high percentage will approach retirement. As a current business owner, ask yourself a number of questions: ● Have I provided for my retirement? ● What is my business worth? ● How can I sell or dispose of it? ● If a sale is desirable, who will I sell it to? ● How much tax will I have to pay? ● When do I start to plan a sale or transfer? The earlier you can define the answers to these questions, the more tax-efficient and beneficial the plan can be for all parties. Once an initial plan has been devised, you need to look at the tax efficiency of the potential transactions that will take place. Considerations will include Capital Gains Tax, which is paid on profits from the disposal of shares or assets, and Capital Acquisitions Tax, which is paid on gifts or inheritance of certain shares or assets. Pension plans One very important area to consider during succession planning is the adequacy of each director’s pension fund. The most tax-efficient manner of transferring company wealth into personal wealth for a director is via a directors pension scheme. The Revenue Commissioners allow companies to offset significant pension contributions for tax purposes against corporation tax. If a business is being sold, this will typically have no impact on the sale price, as directors’ emoluments are added back to the bottom line when considering a company’s valuation. Look at the following example: Director A Salary €100,000 Age 51 Allowable pension funding €400,000 As you can see, a company director can extract significant funds from a company in a highly tax-efficient manner, subject to Revenue guidelines.
  17. 17. 16 Preparing for the worst While it is an unpalatable thought, the reality is that 1 in 4 of us will die before retirement. It is vital that we give due consideration to what happens to our business after we pass away to ensure that our families receive the benefit of our hard work in establishing a successful company. Although we may have aspirations that our business partner will buy out our share, they may not in fact have the financial means to do this, or it may place an undue strain on the finances of the business to do so. This may result in a deceased director’s spouse reluctantly entering a business about which they may know very little. There is a risk that the business, which has taken many years to establish, will be quickly frittered away. Thankfully, a solution is available whereby an agreement can be put in place to allow either the company or remaining directors to purchase the deceased director’s shareholding for a fair price. Under a shareholder agreement, the surviving spouse is obliged to sell the shares to the company at fair market value, which is independently calculated. An insurance policy can be put in place to provide the funds for the share purchase, so no additional strain is placed on the company. This leaves the company in the appropriate hands for its continued development, while the deceased director’s family members are able to benefit from their loved one’s contribution to the business over the years. The exact structure of these arrangements can be tailored to each individual’s needs. In all circumstances, succession planning is vital to ensure security and peace of mind as you enter retirement years. by Tony Kelly, Partner, Byrne Curtin Kelly About Byrne Curtin Kelly Byrne Curtin Kelly offers a wide range of audit, taxation and consultancy services. Tony Kelly, FCCA FCPA, a founder partner, specialises in offering a one-stop solution for succession needs, from initial discussions with clients through to a full strategy, to ensure succession runs smoothly and the most tax-efficient structure has been installed to maximise value for all parties. Contact Tony Kelly, FCCA FCPA Phone: 01676 5333 Email:
  18. 18. 17 Retirement benefits and tax relief Sample case studies by Thomas McDonald The JPA Brenson Lawlor team includes specialists in such areas as taxation, corporate finance, financial management, information technology, marketing, audit, company secretarial and corporate legal. Our team members work with our clients to develop solutions which are tailor made for the specific circumstances faced by each client. Once a plan of action has been agreed we manage the work for our client, work with other advisors and ensure the successful completion of the assignment and the achievement of client objectives.
Our taxation specialists will ensure the tax cost of transferring a business is minimized by availing of all appropriate reliefs. Where it is necessary to borrow in order to fund a buyout, our corporate finance department will prepare cash flow projections and assist in loan applications. Our company secretarial department will ensure that any plan is compliant with current company law, and all relevant documents are lodged in the company’s office. We have outlined below some examples of recent client cases where JPA Brenson Lawlor have acted as the advisor. Retirement benefits Challenge: A company worth €3.5 million is owned equally by both parents, who wish to sell it to their son. The parents are aware that a straightforward sale of these shares to their son would not result in any CGT liability for them, as the transaction would qualify for retirement relief. However, the tax cost to their son would be prohibitively expensive, as the €3.5 million would have to be repaid out of salary and/or dividends subject to income tax and/or tax levies at 46%. Solution: As the company had significant cash balances and the parents had no existing pension plan, they were advised to make a once-off pension contribution of €2 million, which reduced the value of the company to €1.5 million. A holding company was then set up for the son which bought out the parents’ shares for their market value of €1.5 million; this sum was tax-free for the parents thanks to retirement relief. The borrowings in the holding company could be repaid out of dividends from the subsidiary, which would be subject to corporation tax at just 12.5%, as opposed to income tax of 46% in the case of a direct sale. On reaching retirement age, the parents were able to draw down 25% of their pension (i.e. €500,000) tax-free to add to the €1.5 million they received from the sale of their shares. Drawings from their remaining €1.5 million pension fund would be subject to income tax at 20%, as their annual income is below the €70,000 lower rate tax band.
  19. 19. 18 Tax relief Challenge: Two businesses worth in the order of €9 million are carried on within the one family company. The parents wish to give one business to each of their two children. The parents are aware that the break-up of the company and transfer of the assets to their children could result in CGT, CAT and stamp duty liabilities totalling over €4 million. Solution: Availing of stamp duty and CGT reconstruction relief, the two businesses were transferred into separate companies, free of tax. The subsequent gift of these companies to the children was free of CGT due to retirement relief for the parents, and free of CAT thanks to business relief for their children. The only tax payable was stamp duty of around €90,000 on the transfer of the shares. by Thomas McDonald – Partner, JPA Brenson Lawler About JPA Brenson Lawlor JPA Brenson Lawlor is a progressive accounting, taxation and business advisory practice. Specialising in family-owned SMEs, it has extensive experience in the area of succession planning and the development of exit strategies to suit both the retiring shareholders and the next generation. Taxation specialists, corporate finance experts and company secretarial staff can assist with maximising tax relief, preparing cash flow projections and helping with loan applications, and ensuring that any plan is compliant with company law. Contact Thomas McDonald, Partner Phone: 01668 9760 Email:
  20. 20. 19 Retirement plans How to make an exit by Aidan Byrne Many business people who start their own company focus much of their time and energy on core activities and give little thought to planning their exit strategy. Where a business has been trading successfully for a number of years, there can be an accumulation of funds in the company. Opportunities exist for the tax-efficient extraction of these funds, in a manner that can address both financial and succession issues. Care is needed in planning, and particular attention should be paid to the increasing amount of anti-avoidance legislation being introduced to counter perceived tax avoidance schemes and abuse of existing tax reliefs. The sale of your business or the passing on of the business to the next generation is not an event but a process, and the earlier you begin the process the more successful it will be. You need to consider the options available and to engage with the key stakeholders – family members, key employees, key customers, your bank – to ensure there is a seamless transition of ownership. Typically, on exiting a business you have the following options: ● Trade sale to third party ● Management buy-in/buy-out ● Transfer to family members ● Wind-down and liquidation of business assets All of these options present challenges and opportunities, and the preparation process holds the key to a smooth and successful outcome. In planning your exit, consider the following strategies: 1. Ensure you maximise the pension opportunities that exist for owners/managers of private companies. As you move towards retirement, engage with a pensions specialist who will advise you on the maximum amounts you can contribute to a pension scheme. These pension contributions, unlike those of a self-employed individual, are not based on a percentage of earnings but rather on an actuarial calculation, to ensure that the pension fund at retirement can provide the equivalent of two-thirds of final salary. The contributions can be made by the company, and it receives a tax deduction for contributions made in the year of payment. Furthermore you should bear in mind that these pension assets will form part of your estate, on your death, and can be passed onto spouse or children in a very tax efficient manner. 2. Capital Gains Tax (CGT) retirement relief is available where shares in a company are sold to a new owner and the proceeds do not exceed €750,000. You need to have owned the shares for a period of 10 years and have been a working director in the company for 5 of the last 10 years in order to qualify. You must also be 55 years of age or older to avail of this relief. If the shares are sold or gifted to a child of the owner as part of a succession plan, there is no limit on the amount of the consideration that can be paid; it will be exempt from CGT.
  21. 21. 20 3. If the intended route is to sell to the market, it is advisable to carry out an internal due diligence, to ensure that all company affairs are in order. 4. It makes good business sense to commence the process of involving the next generation in the business a number of years before your departure. This can demonstrate to the marketplace that the incoming shareholders have the ability to continue the growth and success of the business. A partial share transfer can be effected, with the balance of shares at the time of your departure being bought back by the company, rather than assigning these to the children of the owner. To achieve this it’s important that the company has the reserves to enable it to happen. Typically, a transaction of this nature will be treated as an income tax event, but if certain conditions are fulfilled it is treated as a CGT event, with retirement relief available, subject to certain requirements. If family succession is not possible, a management buy-out can be considered and the same tax strategy can be followed to achieve a commercially smooth and tax-efficient transfer of ownership. 5. In the event of there being no transfer or sale of the business, a liquidation may be the only option. Having paid off all creditors, gathered in all debtors and realised the assets of the company, a capital distribution will arise. This is liable to CGT but again, subject to certain restrictions, it may qualify for retirement relief. by Aidan Byrne, Partner – Taxation, Baker Tilly Ryan Glennon About Baker Tilly Ryan Glennon Baker Tilly Ryan Glennon is one of Ireland’s leading and most dynamic business advisory teams, providing clients with pragmatic, expert-led, personalised advice. The company believes that to satisfy partner clients, both the right people with the relevant expertise and the appropriate engagement level with clients is necessary. The company can help design a strategy that meets customers’ commercial goals and minimises taxes arising. Contact Aidan Byrne, Partner – Taxation Phone: 01496 5388 Email:
  22. 22. 21 Business financial planning with Bank of Ireland Planning for the future may not be top of your mind when you are starting out in business, but once you get up and running, this should become a priority. It is then a good time to look at establishing financial resources that are independent of the daily running of your business. Pensions A pension is one of the best ways to save for retirement, as it offers generous levels of tax relief. There are a number of pension options available, whether you are self-employed, running a small business or own a large company with many employees. Business protection A business protection plan allows you to prepare for the unpredictable, giving you the peace of mind of knowing that you and your business will be financially protected whatever the future holds. It can protect your business against the financial impact of losing a key member of staff, and help ensure minimum financial hardship and continued control of the business in the event of the death or critical illness of a business partner. Savings and investments Once your business is established, you may find you have some surplus funds. As a business owner, it’s important to invest your profit wisely to make the most of its potential and to ensure you have sufficient funds for your retirement. Once you retire, investing your funds to provide a highly competitive yield should become your primary focus. Wealth management Bank of Ireland provides access to a well-diversified investment portfolio that minimises credit risk, maximises return and offers a high degree of liquidity. These wealth management funds are easy to access and provide a cost-effective route to professional investment expertise. Remember, we also offer a range of products and services to assist a new partner with the running of your business, including our award-winning Business Start Up package, as well as a range of short, medium and long-term finance options.
  23. 23. 22 Plan today and rest easy tomorrow You’ve worked hard to build your business into a successful company. If you can ensure that your company stays healthy and keeps growing after your time there, you’ll be able to move on with much less anxiety, confident that you’ve prepared for the future. Orchestrating a successful exit from your business is like any other major development you’ve overseen at the company. It is a process, not an event, and one that needs to be planned carefully, whether you make your exit through a retirement, sale, transfer of assets, or liquidation. Drawing up a succession plan can help you maintain focus throughout the transition process. Knowing exactly who will take over, and when, can bring peace of mind to all those involved - you, your family, your business partners, and other shareholders. Being able to make the transition in a tax-efficient manner, maximising value for all parties, will also help provide security for everyone affected. Finalising pension arrangements, drawing up retirement plans and making a will are key elements that should be organised as early as possible. The successful transfer of a business can take many years of preparation and execution. The time to start planning is now. Talk to a Business Adviser at Bank of Ireland today to discuss the options for safeguarding your business’ future.
  24. 24. 23 Contact us Bank of Ireland Business Banking 40 Mespil Road, Dublin 4. Tel (01) 6653450 Website Email This document has been prepared by Bank of Ireland Business Banking for informational purposes only and may not be reproduced without prior permission.  Any information contained herein is believed by the Bank to be accurate and true but the Bank expresses no representation or warranty of such accuracy and accepts no responsibility whatsoever for any loss or damage caused by any act or omission taken as a result of the information contained in this document.  You should obtain independent legal advice before making any decisions regarding, or taking any action in respect of, the subject matter of this booklet. Bank of Ireland is regulated by the Financial Regulator.
  25. 25. Bank of Ireland is regulated by the Financial Regulator.