Transaction Planning & CGT

Buying, selling or merging a business can be a tedious and complex process. In addition to this, significant tax liabilities may arise at corporate and shareholder level during a sale or reorganisation. In the past, we have not only advised clients on the sale of a business but have also assisted in the implementation process.

Irish tax legislation provides for relief from Capital Gains Tax (CGT) and Stamp Duty in certain instances, provided the relevant criteria. However, in order to ensure that these reliefs are available, care needs to be taken at each step of the process.

We consider what taxes are chargeable, e.g. CGT, capital acquisitions tax, stamp duty etc., what exemptions or reliefs you may be entitled to, and what strategy you should adopt in order to carry out your transaction in the most tax-efficient manner.

Typical transactions that we advise and assist our clients with include:

Selling your business

Whether you are considering an immediate sale, or want to make a long term plan for the future, we can develop a tax plan for the sale, prepare your business for the sale, and guide you through a tax-efficient transaction.

We act for both purchasers and vendors and, where opportunity arises, we bring willing vendors and purchasers together to make a deal happen.

Management buyout or buy-in

We develop a tax-efficient means for your company to carry out a management buyout (where the business is sold to existing management) or a management buy-in (where the business is sold to an external management team).

We can also advise you personally on your exit from the business and consider whether any tax relief may be available in this regard.

Merging your business or entering into a joint venture

Implementing a company merger can be a particularly tedious task, involving numerous legal and tax steps. We can liaise, and collaborate with, your Solicitor to implement your company merger in a timely manner.

There are immediate and ongoing tax implications to consider when entering into a joint venture. We can assist you in identifying these tax implications and establishing your options for structuring the joint venture accordingly.

Shareholder Agreements and Governance

During this unprecedented time, many businesses are looking to the future and determining what steps they should take to protect the business and its stakeholders and enable all parties to govern and grow in a clear and agreed manner moving forward. 

It is becoming more common to implement Shareholder Agreement and Corporate Governance structures to address matters such as:

• Shareholder Covenants,
• Share Capital – share issues, transfers and sale of the business,
• Financial matters, and
• Corporate governance / decision-making.

We recommend that all companies, in particular private companies, give this issue some serious thought.

If you would like to discuss any of the above matters in further detail, please contact a member of our team (see details below).