BUSINESS SALE TAX PLANNING

Getting your tax planning right when selling a business can mean an improvement of hundreds of thousands, possibly millions, in your net returns on a sale. With so much at stake, tax should not be an afterthought.

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TRUSTED BY businesses across the UK

Why do I need tax advice for a business sale?

Ensuring that you are taxed in the most efficient way on a business sale can mean the difference between paying 10% or close to 50% on your proceeds. This is a very significant difference given the sums involved. Don’t let the taxman benefit from your hard work though lack of careful planning!

WHO DO WE WORK WITH?

We work with owners of UK based privately-owned SMEs with values of £5m or more that are ready to sell all or part of their business. We help our clients make sure that their affairs are arranged in and that their transactions are undertaken in the most tax efficient manner possible.

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TAX PLANNING ON BUSINESS SALES – HOW TO GET IT WRONG

Typical mistakes that owner-mangers frequently make when considering their tax strategy on selling a business include:

  • Failing to take advantage of reliefs available between married partners;
  • Poorly constructed share incentive schemes failing to fall within capital gains;
  • Non-core assets or divisions becoming trapped within corporate structures;
  • Considering tax strategy far too late in a process when there is insufficient time to do anything about it;
  • Agreeing earnouts that fall into income tax charges;
  • Inefficient value extraction in the run up to a transaction.

TAX PLANNING ON BUSINESS SALES – HOW TO DO IT RIGHT

When planning a sale of your business, a successful tax strategy maximises the available reliefs to you and minimises tax leakage in other forms within your business. A successful tax strategy will:

  1. Consider the most efficient holding structure for your business which may include presale transfer of shares to family members, trusts, or offshore structures;
  2. Incentivise management in the most tax efficient manner so that less of your proceeds are required to deliver the same net reward;
  3. Plan at least two years in advance to meet holding periods required for Business Asset Disposal Relief;
  4. Consider what you want to do with proceeds in advance and if pre-sale trust transfers are beneficial for inheritance tax planning;
  5. Ensure you enter into a transaction that is as tax efficient as possible;
  6. Review your business for possible tax risks so that mitigations can be put in place where possible.

TAX PLANNING ADVISORY SERVICE

Our tax planning advisory service will help ensure that you hold your business in the most tax efficient manner in readiness for a transaction, identify tax risks within your business and make sure your eventual deal is as tax efficient as possible. This is what our business sale tax planning advisory service provides:

PRE-EXIT TAX PLANNING REVIEW

We will review the manner in which you are holding your business assets to ensure that this is structured in the most tax efficient way. We will look at maximising Business Asset Disposal Relief, and inheritance tax planning, as well as considering any pre-sale corporate restructuring that might be required.

PRE-TRANSACTION TAX DUE DILIGENCE

We will conduct a tax due diligence exercise to ensure the tax affairs of your business are compliant and as efficient as possible. We will help you mitigate any tax risks with in your business as well as minimise the tax you are paying in the lead-up to a sale.

WE WILL OPTIMISE THE DEAL STRUCTURE

Tax structuring is an essential part of the deal negotiation process however, it is all too often considered as an afterthought. Our tax strategy advisory service is delivered in complete harmony with our business sale advisory services making sure you receive always joined up and coherent advice.

helping YOU MANGE YOUR TAX RETURN

You will need to declare and pay your tax arising from selling your business in the January following the tax year in which the deal completes. We will support you and your personal tax advisor in making preparing all paperwork to support your tax declarations.

ADDITIONAL BENEFITS OF USING SHAW & CO

JOINED UP

Having your ‘sell-side’ advisory team working in close partnership with your tax strategy team adds huge benefit to the smooth completion of your business sale transaction.

FORWARD THINKING

We can anticipate likely deal structures based on our deep understanding of your business and remain several steps ahead of the transaction.

PEACE OF MIND

Given the value at stake, we give you peace of mind that you are not paying unnecessary tax and eroding your net deal returns. Our one-stop model gives you one place to turn for any deal related questions.

FAQS

Why should I use Shaw & Co to help me plan a business exit?

We have taken many clients through this process. We are renowned experts and have many years’ experience helping owners accurately assess the value of their business. We have helped numerous clients to exit their businesses and realise their ambitions.

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What is the fastest way to increase the strategic premium of my business?

The truth is that building value takes time and there are no real short cuts. This is why starting an exit planning process early is always beneficial. An organisation can take time to change, processes can be challenging to imbed and should an element of repositioning in the market be needed, it can take several years to complete.

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When is the right time to start my business exit planning?

It is never too soon to start thinking about the exit of your business. However, our process is most effective when you are planning for your exit to be between 12 and 36 months in the future. This gives us sufficient time to deliver our process and for you to implement our recommendations which will then facilitate a significant return on your investment with us.

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How can a corporate finance advisor help me?

Corporate finance transactions are not an everyday activity and it is unlikely your team will have the skills and knowledge required to navigate a deal. We provide expert advice to ensure a successful outcome.

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Why should I use Shaw & Co to help me sell my business?

We are experts in selling mid-market owner-managed businesses and have managed sale processes on behalf of clients that have involved some of the world's largest buyers (such as Unilever), as well as much more modest companies, through to private equity and everything in between. We ensure that your business is fully prepared for the transaction and maximise its value by positioning the business with buyers in the best possible way. Our experience ensures that you aware of what is coming next so that you can stay several steps ahead of negotiations. Selling a business is the largest transaction of many business owners' lives. It is not the time to ’learn on the job‘ but the time to ensure that you have the absolute best experts alongside you.

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What sort of businesses can you help to sell?

We work with businesses looking to sell that have a value of more than £5m. We may agree to work with slightly smaller businesses in circumstances where a buyer has already been approached and the mandate falls short of a full marketing process. There is no theoretical maximum value of the businesses that we work with. Recent sales values have approached £100m and our median deal value is between £20m and £30m.

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Are you a broker?

No, we are not brokers. We are professional advisors. Whilst our role often involves the introduction of parties to a deal, our value is much greater than a simple introduction service. We support you in the development and articulation of your business case, the negotiation of terms and the management of completion - all of which materially improve the end result, adding significant value to your transaction.

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How do you get paid?

Our fees are predominantly ’Success Fees‘, meaning that we get paid on completion of the deal. We take great care to make sure our fees are aligned with your goals and we take pride in our fees always being a proportion of the value we add. A smaller proportion of our fee is structured as a ’Commitment Fee‘ which is paid monthly whilst we are working on your sale.

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How long does a business sale take to complete?

The process of preparing a business for exit, marketing the opportunity and completing a deal, take an average of around nine months. However, this all depends on the readiness of the business and the value aspirations of the owners. We have worked with business owners for several years before an exit is formally started to align business value and personal financial aspirations.

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Can you do international deals?

Yes, we have completed cross-border transactions on numerous occasions. We are fully capable of accessing international buyers and investors looking for opportunities in the UK. However, all our clients are UK based entities.

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Are you sector specialists?

We have specific sector knowledge derived from many years of collective deal making experience. However, we pride ourselves on the diversity of sectors we work with which challenges us to think creatively. This creative and challenging approach brings huge value to our clients when helping them to build robust business cases. See some of our specific sector experience.

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When Shaw & Co is involved, will I lose control over the process?

Certainly not! Our aim is to become part of your extended team keeping you up to date with all developments. All decisions are yours to make. Our aim is to make those decisions easier.

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What sort of service experience can I expect if I instruct Shaw & Co?

We take all of our clients through a carefully crafted journey. This not only ensures that we are a great match for each other but, once engaged, it helps us to deliver exceptional client service that exceeds expectations.

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LEARN MORE ABOUT SHAW & CO

Why Shaw & Co

WE MAKE DEALS HAPPEN

Our highly talented people are creative, innovative and thrive when faced with a deal-making challenge. It's no surprise that we make deals happen and turn your ambition into a greater outcome.

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Fees & charges

COMPLETELY TRANSPARENT & ALIGNED WITH YOUR GOALS

Our objective is to ensure that our fee more than pays for itself from the value we create for you and your business.

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