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Buying and Selling a Business

Posted on 24 July, 2019 at 14:55 Comments comments (4)

There are lots of things to consider when buying or selling a business.

Valuing the business

A business valuation can provide a sound platform from which to start negotiations. Business brokers provide generally accurate market appraisals after a brief discussion and review of your financial statements. In New Zealand small businesses are usually sold for between 2 - 4 times EBITD (earnings before interest tax and depreciation). There are however industry specific rules of thumb aswell - such as accounting practices are often based on a multiple of revenue, trade based businesses are often difficult to sell at all unless there are significant staff and assets involved. The general idea is that a person will want a return of their initial investment within a 2 - 4 year period. Cashflows from a business directly impact on its value, together with adjustments for risk and industry factors. Any valuation is speculative until tested in the market, a business being truly worth the maximum amount a buyer is willing to pay for it.

Conducting due diligence

Due diligence is surprisingly often overlooked and is of great importance to buyers before committing to an acquisition. Chartered accountants carry out due diligence on your behalf, this is similar to an audit or a review engagement and is very worthwhile. Records are reviewed and reconciliations performed to ensure the information being presented is accurate and truthful. A number of other non-financial areas are reviewed to ensure the business is being held out appropriately. Due diligence analysis can help a buyer to weigh up the business in advance ensuring it is what they really want. When selling a business it is important that the information provided is factual and matches tax returns and bank records. This can really help during due diligence process as any misrepresentations, or even honest errors can deter a buyer.

Preparing the business for sale

As would be expected to prepare a business for sale you want to make it as desirable as possible. Leading up to a sale there should be an effort to increase sales, manage expenses, and record larger profits. In addition record keeping should be tidied up, client lists, phone and email details, systems, processes and procedures. Software commonly used should be implemented and systems should be streamlined to be inline with the industry best practice. For a seller this can sometimes be daunting, effectively sorting out a lot of the reasons they may want to sell in the first place, and then selling the business as they would have liked to have been running it all along. There is no option for a business owner wishing to achieve a successful sale to run away, any issues need to be sorted out before the sale to ensure the business achieves the best possible price.

Developing exit strategies

Planning an exit strategy is worthwhile. There are various options available in regards to an exit, succession, shareholder buy outs, employee buy ins, market sales, competitor mergers, asset sales, gradual buy outs, vendor finance, share swaps, etc. Planning an exit strategy on a personal level in advance is essential to achieve a good overall result. Preparation of the business for sale can start years in advance, and the process needs to be managed effectively, tax issues, timing, right through to investment of the realized monies from the sale.

Please contact James Dellow should you wish to discuss your business value, succession plan, or exit strategy.



Business Documentation

Posted on 18 July, 2019 at 3:35 Comments comments (0)

Documents play an essential role in protecting the interests of the business and business owners over the course of a company’s lifetime.

Company Constitution - do you have shareholders other than yourself in the company? Do you want to retain the control of your company? Are you a shareholder or investor in a private company? Do you want to have ensure you have a say in how the business is run? If you answered yes to any of these questions you need a constitution for your company. Company constitutions enable a company to impose rules and obligations on incoming shareholders without separate agreements being required.

Shareholders Agreement / Partnership Agreement - a shareholders agreement outlines what each parties obligations are such as the introduction of capital and expertise. Other clauses sch as the amount of salary to be paid to working owners, dividend policy, and any other matters that form the overall agreement can be included.

Annual and Special Resolutions - Companies are required to prepare annual financial statements, it is important for shareholder and director resolutions to be prepared and signed off on an annual basis, accepting the financial statements, salary levels, and dividend policies. In addition major transactions should be accepted by special resolutions throughout the year. If the company is trading while insolvent it is important to consider the impact on directors and prepare a solvency resolution with shareholders agreeing to financially support the business operations.

Buy/Sell Agreement - the buy/sell agreement is a useful addition to a shareholder or partnership agreement when there is one party providing capital as a silent partner and the other partner wishes to eventually buy them out. The method of determining the share price should be outlined, together with the time-frame and process of calling the buy/sell option.

Employment Agreements - employment agreements should be drawn up for all employees including shareholder employees. Contractors should have agreements drawn up. Employment is a major area of risk for businesses and having the correct paperwork in place is essential.

Trade Terms - when carrying out work for a client a contract can help to determine the work that is to be included and how the customer is to make payment. Trade terms are important as a good trade credit policy ensures all costs associated with chasing a debt fall back on to the client. Where stock is involved ownership can be retained until payment is made in full.

Business Plan - Cashflow and Budget - before making a start in any business a plan should be drawn up, further a basic budget is always useful to plan for financing requirements and growth.

Insure for Audit costs - with Audit Shield

Posted on 23 June, 2019 at 3:30 Comments comments (0)

Audit Shield

IRD with increased funding is able to engage in more audits, and compliance reviews.

For example: IRD recently undertook a Client Risk Review of a financial services business. later this expanded into a full Audit in respect to GST and Income Tax matters. The total professional fees of $17,850 were fully covered by the Audit Shield Master Policy.

Dellows utilises Audit Shield and offers audit protection insurance to all clients annually.

The policies are low cost and tax deductible. All professional fees are covered on the event of the IRD auditing or conducting risk reviews of your business.

This is particularly useful when there are indicators that you will be targeted by the IRD at any time. Our office may strongly suggest the cover when we know the IRD will have significant queries. The policy does offer peace of mind to taxpayers seeking tax refunds, or expecting IRD action. Once the policy is in place all prior years taxes are automatically included in the policy. 

Audit shield is simply a low cost insurance policy, paying all professional fees required to address any IRD audit or review of your business taxes.



Kiwisaver

Posted on 23 June, 2019 at 1:10 Comments comments (0)

Kiwisaver Time


If you are a member of a KiwiSaver scheme or a complying fund you’re eligible for the Government contribution, provided:

you’re 18 or over

not elegible to withdraw your savings, and

mainly reside in New Zealand

 

The Government will pay 50 cents for every dollar of member contributions up to a maximum payment of $521.43. This means that you must contribute $1,043 annually (before 30 June) to qualify for the maximum payment of $521.


Kiwisaver year end is 30 June 2019.

 

First Home Owners

You may be able to withdraw some of your KiwiSaver savings to put towards purchasing your first home.


You must have been a KiwiSaver member for three or more years. You can not withdraw funds for an investment property.


If you have owned a home before, in some circumstances you may still be eligible to withdraw your savings. Your scheme provider may require you to contact Housing New Zealand to determine if you're in the same financial position as a first home buyer.


In addition to withdrawal of funds, after 3 years of contributing to KiwiSaver, you may be entitled to a KiwiSaver HomeStart grant. The grants are administered by Housing New Zealand and will be paid directly to your solicitor.

 

HomeStart grants available are:

For purchasing an existing home, the grant is between $3,000 and $5,000 based on $1,000 each year of KiwiSaver membership.

For building or purchasing a new home, or for purchasing land to build a new home on, the grant is, in effect doubled to, $2,000 per year of membership in the scheme, up to a maximum of $10,000 for five years for each member.


To be eligible for a KiwiSaver HomeStart grant you must:

-have been contributing the required minimum amount to KiwiSaver for at least three years

-be 18 years or over

-be purchasing or building your first home

-have a household income (before tax) of less than $85,000 per year (for one person), or less than $130,000 per year (for two or more people)

-have a deposit that is 10% or more of the purchase price, including the addition of the grant

-be planning to live in the house for at least 6 months from the settlement/completion of the property.


Self Employed

KiwiSaver is very flexible if you're self-employed. You're not required to contribute a set percentage of your pay.


You can either:

-make lump sum payments when you choose, or

-set up regular payments.


If you're self-employed you can enjoy all the benefits of KiwiSaver except the employer contributions. When you join, if you're eligible:

-the Government will pay an annual member tax credit.

-you'll be able to take advantage of the first home buyer's benefits.


Employer contributions for shareholder employees who pay themselves on PAYE are tax deductible, however please keep in mind ESCT taxes are deducted from employer contributions before funds are added to the employees fund. Overall there are no tax advantages for shareholder employees in making employer contributions to themselves.


Withdrawal on Retirement

You become eligible to withdraw all your savings as a lump sum when you qualify for NZ Super (currently at the age of 65), as long as you've been a KiwiSaver member for a minimum of 5 years.


Any withdrawals from your KiwiSaver account are tax-free.


Talking with your bank or an investment adviser is worthwhile before making withdrawals, "open-PIEs" and "Managed Funds" may be preferable options.


How to reduce your tax bill

Posted on 23 June, 2019 at 1:10 Comments comments (0)

How to reduce your tax bill

If wanting to reduce your taxes planning is required.


Timing involves paying taxes due at a later date, prolonging amounts due for as long as possible. Strategies include pre-paying expenses i.e. buying travel in advance; including accruals i.e. ensuring all accounts payable and trade accounts owing to suppliers at year end are included, weighing up payment basis vs invoice basis for GST, and if GST is even required. Timing is very important when it comes to taxes, for example if given a choice to make a large sale this year and pay 33%, or next year and pay 17.5%, given the choice it would be better to wait and pay tax on the sale at the lower rate. There are a number of other options such as GST payment periods 2, or 6 monthly, provisional taxes, and PAYE vs shareholder salary considerations that can all impact on the timing of tax payments. When ever possible paying tax later is the best idea to achieve savings.


Deductions include ensuring that all expenses are included, this may involve costs associated directly with your activity, together with overhead costs such as vehicle costs, depreciation on assets, and home office costs. There are a number of different categories of expenses to consider. In general the more information provided at year end the better. Include all expenses that allowed you to "continue in business" and to "earn your income". There are a number of tax rules that can be taken advantage of such as the FBT de-minimus allowing companies to make tax free distributions to staff of $300 per 3 months, for gym memberships, or the child de-minimus allowing $2,340 of income to be paid to school children without any PAYE being deducted.


Structure is an important consideration ,for example if expecting large losses on a start up a "look through company" is an ideal option. Losses should not be carried forward when paying tax on other income in the same year. Considering your structure can also ensure that income is available to be distributed to owners with lower personal marginal tax rates. Many small family businesses have both husband and wife as shareholders of the business. Trusts are a good option in some cases allowing income to be distributed to any of the beneficiaries and taxed at their marginal tax rates.


No CGT allows a significant advantage for asset owners to generate non-taxable income. How taxable income is spent is very important if wish to take advantage of the tax system. Property continues to be a very good option, tax losses resulting from investment property are available to be offset against all other income. Restructuring is available allowing your home to be mortgage free, and all debt applied against investments. Capital gains are not taxable if the timing of sales fall outside the "bright line test" period. Capital gains on business sales, shares, and other investments are also tax free. Investment in general is very desirable if looking for a greater return while minimising taxes.


The lack of a capital gains tax in NZ certainly provides a major advantage for investors to potentially make significant tax free gains.


ACC Coverplus Extra

Posted on 23 June, 2019 at 1:05 Comments comments (0)

ACC Coverplus Extra - CPX

It's that time again, ACC has started mailing out their Cover Plus Extra renewals for business owners and self-employed.

This is their agreed value version of the cover for self-employed, if you are not on it, you should be. This solves the primary concern people have about defining how much their weekly compensation claim is. Haven't got it or have questions about it, message us and we can chat.


Options include reducing ACC cover and replacing with personal income/mortgage protection insurance, health insurance, and trauma cover. We can offer free no obligation quotes and advice.


Remember to hold some cash

Posted on 23 June, 2019 at 1:00 Comments comments (0)

Remember to hold some cash

In addition to your business, property portfolio, vehicles, and other assets, it is important to hold an investment in "cash". An advised minimum is the equivalent of 3 months living costs, potentially held in a managed fund.


Smartshares accepts direct investments from new investors from as little as $500 per fund and $50 per month ongoing.There is an establishment fee of $30.

Banks often have options, mortgage offset accounts, term deposits, open PIEs, and managed funds. Generally small weekly amounts are allowed to be contributed. 




 

James' Year End - Tips

Posted on 23 June, 2019 at 0:55 Comments comments (0)

2019 Year End - James Top Tips


1. Donations are deductible at year end with no maximum amount refunded at 33%

2. Dividends should be declared to clear any overdrawn shareholder current accounts (DWT due 20 April 2019).

3. Shareholdings should be reviewed to ensure they allow for shareholder salaries to be declared to all individuals working in a family business.

4. Call us if your business is going to make losses to discuss loss offset options.

5. Opt ins are required before 31 March for Ratio and AIMs provisional tax options.

6. End of financial year is a good time to change accounting software.

7. GST filing frequency can be changed before 31 March - 1, 2, or 6 monthly options are available.

8. Review property portfolios, bright-line test dates, mortgage renewal dates, rent levels, and landlord compliance.


Finance your accounting fees with FeeSmart

Posted on 23 June, 2019 at 0:50 Comments comments (0)

Pay accounting fees over 3, 6 and 12 months. This is an option for one-off additional services or for convenience to assist with cashflow requirements. Interest rates between 0% - 9.5%.


Generally we operate on fixed monthly fees allowing for smaller payments throughout the year, rather than a large one-off amounts. For new clients transitioning to monthly fees we can offer a 0% interest rate on a 6 monthly term to complete any prior year requirements.

https://www.dellows.co.nz/cobranded%20feeSmart%20brochure-Dellows.pdf" target="_blank">Apply here



Prepare for financial year end

Posted on 23 June, 2019 at 0:50 Comments comments (0)

Start Preparing for 2019 Year End

As the end of the financial year approaches, it always pays to spend a little extra time examining your financial records and considering ways to increase your after tax income.


There is a high chance that you will find a couple of extra savings. It is also a good time of year to reflect on your financial position, and think about goals.


Here are a couple of our top tax tips for preparing for the 2019 end of financial year:


Prior Year 2018 Taxes Are Due

Ensure 2018 tax returns have been filed with the IRD as they are due on 31 March 2019.


Write off bad debts

Businesses with outstanding amounts owed, no matter the size, that are unlikely to be recovered in full should consider writing these off as bad debts. Bad debts can be used as a tax deduction, effectively reducing your taxable income for the relevant year.


Pre-pay expenses

By pre-paying for tax deductible expenses before March 31, you will be able to minimise your tax bill. Some categories of business expenses can be pre-paid. Examples include stationery, vehicle registration, and accounting.


Split business income

In some circumstances, it may be possible to minimise your tax liability by redistributing the flow of income from your business. For example, if your partner is a low income earner, it may be advisable for you to split the business income with them. It may also be possible for you to redirect some of your income towards your children. This should be planned prior to your end as there are rules around how this can be done. Please call to discuss.


Discount reserve

You are able to claim a deduction for a discount reserve, for example a discount for speedy payments, if your debtors are traditionally entitled to this discount.


Trading stock valuation

Trading stock must be valued using a cost valuation method, unless the market selling value is lower than the cost. It is very important to value your stock at 31 March each year, where the stock is worth less that the cost price this should be recorded.


Bonuses and holiday pay

It is possibly to claim amounts payable to your employees as a deduction for the current financial year, so long as the full amount is paid to the employee within 63 days of the balance date. This may include bonuses and holiday leave paid within 63 days of 31 March.


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