We were asked by a local accountant to provide advice to their client who was in the process of selling both a subsidiary and assets. The accountant was happy for us to engage direct with, and provide advice to, their client, whilst keeping them in the loop on progress.
The company conducted its own trade and also owned a trading subsidiary. The company was selling intellectual property to one buyer and selling the trading subsidiary to another.
In respect of the trading subsidiary, we assisted with due diligence enquiries from the buyer’s advisor, and then reviewed and advised on the sale purchase agreement, specifically on the general and tax warranties & indemnities. We also advised on the availability of substantial shareholding exemption to obtain a tax-free sale.
For the sale of intellectual property, we reviewed the asset purchase agreement and advised on the tax treatment of the intangible fixed asset sale, being a pre-2002 capital asset which we could offset against brought forward capital losses.
The client successfully sold both their subsidiary and their intangible assets, and paid zero tax. The subsidiary qualified for exemption and the asset gain was sheltered with losses.