Jon nichola


Seller Tax Planning

We advise sellers on how to structure the sale of their companies in the most tax efficient manner. This includes whole company sales as well as advising how to structure exits for retiring individual shareholders as part of succession planning for the business. The tax cost of a deal can be an important factor in proceeding with a particular route but we never let the tax planning detract from the desired commercial outcome. We have decades of experience of structuring these types of transactions and are very familiar with the issues involved.

Key tax issues include:-

  • optimising business asset disposal relief;
  • the tax effect of different consideration structures (such as upfront cash, deferred consideration, earn-outs, non-cash consideration);
  • minimising the PAYE/NIC risk on earn-outs and deferred consideration;
  • the rollover of any gains into non-cash consideration including whether an HMRC clearance is required/advisable.

Where not all sellers have the same tax profile we can structure the deal so that different groups of sellers can plan around their own issues. Deal terms can take many different forms and no one size fits all. Our skill is making sure the deal terms are structured in the most tax efficient way.

Where sellers consult us well before the sale we can also advise in relation to management incentive arrangements to help tie in the key employees and align them to working towards a successful exit.