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Please be aware that there are a range of extra issues that will need to be considered if you are considering buying shares in an existing company from the vendor. Some of the key factors are summarised below:
- Purchasers generally try to avoid acquiring shares in an existing company because they do not want to ‘inherit’ the liabilities of the company (some of which may not be known at the time of the transaction). For example, if the company has not paid some of its debts or tax obligations this would generally become the problem of the new owners. Appropriate due diligence, warranties and indemnities may be able to assist with this.
- The vendor may be able to use various concessions within the tax system to transfer the relevant assets into a ‘clean’ company before the sale takes place (eg, by using the tax consolidation system). This can help reduce some of the risks that would normally be associated with acquiring shares in a company that has a trading history.
- You would want to ensure that the new structure does not create 'dividend traps' or other tax related issues that can cause problems later.
- If the company has carried forward tax losses or capital losses the change in ownership is likely to cause the company to fail the continuity of ownership test. You would need to consider whether the company could pass the same business test in order to avoid 'losing' the losses.
- You would need to ensure the company has not made an interposed entity election as this cannot generally be varied or revoked (except in very limited circumstances).
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黑白. 胶片. 朋友. 亲人 (2013-11-17) autrant 
发表于 2014-3-17 13:09
