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Added Value
The newsletter for accountants
Happy New Year and
     welcome to 	
     Added Value
     Our dedicated newsletter for
     Accountants.

     In this edition, you’ll find out about
     keeping up to date with payroll
     legislation, making the best of a bad
                                                            Are you creating or protecting value on
     situation and what funding options
     are available.
                                                            transactions using the balance sheet?
     We can help you to grow and develop
     your client offering, to find out
     more visit:
                                                              Q    uite rightly there is a good deal of focus on profits and the right multiple to apply to those profits when
                                                                   considering the purchase or sale of a business. However, there is often as much or more scope for an adviser to
                                                              create or protect value for a client through considering the balance sheet of the company being acquired or sold.


     www.rsmtenon.com                                       Sophisticated, serial buyers and sellers of
                                                            companies will be familiar with these areas and
                                                                                                                 Therefore, to eliminate the impact of short-term
                                                                                                                 fluctuations in cash or debt, an offer should be
                                                                                                                                                                       Consideration should also be given to what the
                                                                                                                                                                       company’s cash/debt position would be if it
                                                            the terms used, but for a first time buyer or        made on a cash free/debt free basis, subject to a     paid all of its creditors on time. The stretching
                                                            seller these areas are not so obvious. This in       normal level of working capital. While this offers    of creditors by the target company is an
                                                            turn represents an opportunity for an adviser to     a degree of much needed clarity the debate            increasingly common feature of transactions at
                                                            add value to clients.                                is still open as to what a normal level is. For       the moment.
                                                                                                                 example, is it a normal level for the time of year,
                                                            Enterprise Value versus Equity Value                                                                       Be prepared
                                                                                                                 or the average over a period? There is a good
     In this issue:                                         The value of a business is often referred to as
                                                            the Enterprise Value to distinguish it from the
                                                                                                                 argument for a purchaser to make that it should
                                                                                                                 mean the normal trading peak level of working
                                                                                                                                                                       There are few rights and wrongs in these
                                                                                                                                                                       matters; a purchaser will always see these


     03
                                                            value of the company which owns the business.        capital so that a purchaser does not end up           matters differently to a seller. However, the
             	   Are you creating or protecting value 	     The value of the company is called the Equity        buying the business one day and having to fund        key point is that if you and your client are
             	   on transactions using the balance sheet?   Value, i.e. the value of the shareholders’ equity.   the working capital the next.                         prepared at the outset you can position the


     04
                                                            The difference between the two will include                                                                key matters to protect your client’s interests in
             	   Solutions for Dealing with Real Time 	     surplus assets (e.g, property not used by the
                                                                                                                 Definitions of debt
                                                                                                                                                                       early negotiations and include the appropriate
             	   Information (RTI) before 2013              business), free cash and debt. These items           Similarly, when identifying debt in a company         wording in any initial correspondence (and
                                                            appear to be straight forward at face value but      there are several areas open to interpretation.       particularly the Heads of Terms) when the focus

     05      	   Making the best of a bad situation         in the detail there can be wide variations in
                                                            interpretation.
                                                                                                                 For example, is corporation tax debt? Many
                                                                                                                 vendors would argue not (arguing that it forms
                                                                                                                 part of a company’s normal working capital
                                                                                                                                                                       of other parties may well be on profits or other
                                                                                                                                                                       aspects of the transaction. Once these points
                                                                                                                                                                       are included in early transaction documentation

     06      	   Doing business overseas                    Cash free/debt free offers
                                                            An offer for a business will often be made on
                                                            a cash free/debt free basis, meaning that the
                                                                                                                 cycle) but a purchaser would certainly argue
                                                                                                                 that if a seller is taking all the cash from the
                                                                                                                 business when it is sold then the seller ought
                                                                                                                                                                       you will have a better starting point in any
                                                                                                                                                                       subsequent negotiations.


     07      	   Free Funding Advice	                       offer price is for the business and, if a company
                                                            is being purchased, there will be adjustments
                                                            in respect of cash and debt. However, as any
                                                                                                                 to take the tax that relates to the profits that
                                                                                                                 generated that cash. Indeed, it is common to
                                                                                                                 treat corporation tax as debt in that it is an
                                                                                                                                                                       To find out more about how the
                                                                                                                                                                       Corporate Finance team can support
                                                                                                                                                                       you, email us at: 	

     08      	   Forensic accounting                        business owner will appreciate, the level of cash
                                                            or debt in a company can vary from day to day
                                                            depending on, amongst other things, the timing
                                                                                                                 adjustment from the agreed Enterprise Value
                                                                                                                 to agree an Equity Value. There are many other
                                                                                                                 areas of a similar nature, which are sometimes
                                                                                                                                                                       corporatefinance@rsmtenon.com



     09      	   Members’ Voluntary Liquidation             of receipts from customers or payments to            referred to as quasi debt, for example, annual
                                                            suppliers which can be large and also potentially    bonus accruals, rent-free accruals and one off
                                                            unpredictable.                                       provisions.




02
     10  	
         	
                 UK SME’s divided as to post recession 	
                 outlook
                                                                                                                                                                                                   Added Value | Issue 02   03
Solutions for Dealing with                                                                                      Making the best
     Real Time Information (RTI)                                                                                     	   of a bad situation


       A    s an adviser you may have clients who find running their Payroll time
            consuming and a problem for their business. It can be a headache
       keeping on top of the legislation and dealing with the risk of staff being                                         Y    our client’s in trouble; he or she has told you they have undeclared income over a number of years, and now they
                                                                                                                               feel the need, or have no choice, but to come clean. With the number of “one off amnesties” which have proved
       absent through illness or holiday.                                                                                 to be neither ‘one offs’ nor amnesties, the task of deciding how best to serve your client’s best interests can be a
                                                                                                                          minefield. This is especially so if the client had offshore interests that existed as of 1 September 2009. This article
                                                                                                                          explores some of the benefits as well as the disadvantages of a number of the initiatives and facilities available to
     This year introduces yet another potential headache    each payroll process, whether weekly, fortnightly             those who wish to make a disclosure of unpaid tax, particularly in relation to funds held offshore.
     for those running payroll with the introduction of     or monthly, and with a significant increase in data
     Real Time Information (RTI) by HMRC.                   concerning employees. Clearly the key to successful
                                                            RTI submissions is ensuring that your client’s data
     Here are some pointers to consider for your clients
                                                            is clean, correct and valid and that they are running    In the past, places such as Switzerland and               	   up to 200% thereafter, in certain cases)          under Code of Practice 9 (civil investigation
     who may not be aware of the impact of RTI on their
                                                            RTI compliant payroll and BACS software. By doing        Liechtenstein have been regarded as tax havens,                                                                 of fraud) afforded the client protection from
     business:                                                                                                                                                                 n	 The possibility of beneficial tax rates being 	
                                                            this sooner rather than later they will not only         places to shelter funds without facing withholding                                                              prosecution, and it still does if a full disclosure
     What is it? RTI stands for Real Time Information       avoid the last minute rush, but will be secure in the                                                              	 applied (the Composite Rate Option and 		
                                                                                                                     taxes and where banking secrecy would ensure                                                                    is made – however, once the opening letter has
     which is being introduced by HMRC with the aim of      knowledge that their organisation is well placed                                                                   	 Single Charge Rate (SCR))
                                                                                                                     that knowledge of the funds was not shared with                                                                 been issued, HMRC will not permit the client to
     improving how the Pay As You Earn system works.        to process successful RTI submissions within the         the tax man in any other jurisdiction. But this is no     n	 In return for a full disclosure the taxpayer 		    participate in the LDF. Under Code of Practice 9
     PAYE information will be collected more regularly,     legislated timelines.                                    longer the case, the veil of secrecy is being lifted      	 receives a guarantee from HMRC of 		                (CoP9), the potential and indeed the likelihood
     in fact each time employers run their payroll as                                                                and the governments of both countries are in              	 no prosecution for tax offences.                    is that HMRC will assess as far back as possible,
                                                            It’s important for your clients to start working on
     opposed to the current system of submission at the                                                              open discussions with the UK about how to tackle                                                                the interest can potentially double the tax and
                                                            ensuring the accuracy of the data held now e.g.                                                                    What’s the next option? In the offing is the much
     end of the tax year.                                                                                            the legacy of unpaid tax liabilities of billions of £’s                                                         significant penalties will be incurred. It is also
                                                            employee names must be recorded as their full                                                                      anticipated Swiss Agreement – due to come into
                                                                                                                     or Swiss Francs.                                                                                                more costly and labour intensive to deal with a
     Why is it being introduced? RTI will enable HMRC to    official names and not ‘known as’ names which may                                                                  force on 1 January 2013. The benefits of this         CoP9 investigation than the requirements of the
     collect information about tax and other deductions     currently be held on payroll.                            Liechtenstein is a tiny independent state between         agreement are somewhat different to the LDF.          LDF. So, what’s the moral of this? Be sure to know
     each time employers run their payroll. Currently,                                                               Switzerland and Austria; many people haven’t              For example, it is possible to retain anonymity
                                                            The data will need to be accurate as any errors will                                                                                                                     your client. Give the wrong advice, cause a loss,
     employers and pension providers provide HMRC                                                                    heard of it, have no connection with it and when          in relation to monies in the Swiss bank account,
                                                            cause the full submission to fail. There will then be                                                                                                                    and lose the client – or worse.
     with pay and tax information annually. This can                                                                 they hear the name, they switch off. But its mere         in exchange for a payment on account being
                                                            penalties for employers and the failed submission
     make it difficult to keep payroll data up-to-date                                                               existence can potentially provide a very attractive       automatically made by the Swiss authorities from      The disadvantage of the LDF is a strict time limit
                                                            may also lead, where applicable, to delayed welfare
     and may mean that individuals have overpaid or                                                                  solution for those who had an offshore asset as           the funds held. The payment due is calculated         for submission of the report and mandatory
                                                            benefits payments for their employees.
     underpaid tax at the end of the tax year. Under                                                                 at 1 September 2009 and have not declared all of          based on the capital held in the account at two       forms, a maximum of ten months if the Composite
     PAYE RTI, employers and pension providers will         With the introduction of RTI, HMRC will have up-to-      their income to the UK authorities. To take part          separate dates – it’s a complicated formula and       Rate Option is not used. But even the time limits
     send information when, or before, they pay             date PAYE information and will be instantly aware        in the Liechtenstein Disclosure Facility (LDF), no        the maximum deduction is 41%. No interest or          appeal to most clients – they can see the light
     their employees. The improved, more up-to-date         if employers do not make timely and accurate             previous connection to Liechtenstein is required.         penalties are payable on top of the deduction         at the end of the tunnel. Clients cannot take
     information will mean that, over time, more people     payment of their monthly PAYE. From HMRC’s               Out of all the facilities and initiatives HMRC has        but what this ‘payment on account of liabilities’     part in the LDF if they are subject to criminal
     will pay the correct tax.                              perspective, this will be a good point but, from the     launched to try to recover unpaid tax we regard           doesn’t do, is clear any money that had previously    investigation, and if they have previously had a
                                                            employers’ perspective, it will be a potential risk.     the LDF as one of our favourites. It is the only one      left the account or prevent a future HMRC             CoP9 they will not qualify for the full benefits of
     From October 2013, RTI will also support the
                                                                                                                     that provides any sort of amnesty, albeit only a          investigation during which tax interest and           the facility. But, if they make a full disclosure they
     introduction of Universal Credit, the Government’s     Are your clients ready for RTI? If payroll is giving
                                                                                                                     partial one and real financial and personal benefit       penalties would be payable under the normal           won’t go to prison either. This is a specialist area,
     flagship welfare programme. Universal Credit will      them a headache at the moment, it is likely to
                                                                                                                     to those who need to sort out their tax affairs.          rules. Furthermore, there is always the possibility   with many technical peculiarities, and as a result,
     require up-to-date information about employment        deteriorate in 2013.
                                                                                                                     As always there is some small print, but in the           of prosecution. Going forward, withholding tax will   RSM Tenon has its own single point of contact with
     and pension income so that the Department for
                                                            RSM Tenon’s specialist team can offer a high quality     majority of cases the principal benefits are:             be applied up to a rate of 48% unless the client      HMRC.
     Work and Pensions (DWP) can adjust claimants’
                                                            payroll service for your clients to negate their being                                                             proves to the Swiss authorities that he or she is
     welfare payments to reflect their circumstances.                                                                n	    No tax payable on undeclared income that 	                                                                To find out more about how our
                                                            consumed by running payroll. By working with RSM                                                                   UK tax compliant.
                                                                                                                     	     arose before 1 April 1999 (in cases of 		                                                                 specialist tax team can support you,
     When does it come into force? It will be mandatory     Tenon we can white label the service for you so your
                                                                                                                     	     deliberate behaviour HMRC can currently 		          Which facility is the right one for your client? As
     from October 2013 for all but exempt employers. If     clients are not aware of our involvement and we can                                                                                                                      email us at: tax@rsmtenon.com
                                                                                                                     	     assess up to 20 years previous – so back to 	       always, it depends on the client’s individual needs
     companies have not been part of the pilot, they will   work in partnership with your staff on providing this
                                                                                                                     	     1992/93 at the time of writing)                     and their past tax history. HMRC has offered the
     be ‘invited’ to join between April and October 2013.   service to your clients.
                                                                                                                                                                               LDF enthusiastically and, despite a perception that
     What impact will it have on your clients running a                                                              n	    A guaranteed penalty of 10% for years 		
                                                            To find out more about how the                                                                                     participation may cloud HMRC’s future judgement,
     business? Instead of submitting tax data at the end                                                             	     up to, and including, 2008/9, 20% 		
                                                                                                                                                                               and therefore treatment, of a client, it is often
     of the tax year they will be required to do this for   Outsourcing team can support you,                        	     thereafter (compared with a maximum 		
                                                                                                                                                                               the safest option. Traditionally, an investigation
                                                            email us at: gillian.niven@rsmtenon.com                  	     penalty of 100% for years before 2008/09 – 	


04                                                                                                                                                                                                                                                                 Added Value | Issue 02     05
Doing business overseas                                                                                   Free Funding Advice  
                                                                                                               An added value service for your clients
       T    he recent economic issues facing both the UK and the global economy
            as a whole have forced governments into rethinking what had become
       conventional wisdom. Not least of which was that the UK could be based on                                  I  n the current climate many
                                                                                                                     businesses are unable to
                                                                                                                                                                        Every business is different so the funding package
                                                                                                                                                                        must be tailored to its needs and appropriate for
                                                                                                                                                                        its situation. In the present environment, business
                                                                                                                                                                        owners may choose a facility with onerous terms
       a primarily serviced based economy heavily dependent on financial services                                 secure traditional methods of                         just to have the funding they need in place as
       and the like. In respect of UK government policy it has swung back to looking                              funding such as an overdraft or                       quickly as possible. This could actually prove very
       to the SME sector for growth and to actively stimulate both manufacturing                                  loan. Recognising this issue the                      problematic if the facility is not flexible for the
       and technology based activities.                                                                           government has implemented                            future needs of the business and fails to provide
                                                                                                                                                                        the levels of funding as and when required.
                                                                                                                  various initiatives to encourage                      Facilities can also have high cancellation fees
                                                                                                                  more lending by the banks to                          which, if not properly considered at the outset,
                                                                                                                  the SME sector and at lower                           could mean clients are unexpectedly locked into
                                                                                                                                                                        a deal they cannot afford to leave. Appointing an
     Businesses of all types and sizes are now            What does this mean to you? It is important that        rates, for example through the
     being urged to look for new markets overseas,        you can meet the needs of your clients in exactly                                                             adviser, who knows the lenders and who can cast
                                                                                                                  Funding for Lending scheme.                           an expert eye over the small print, is therefore
     particularly in the emerging markets but also        the same way as you do at the moment as their
     in the developed markets of the world such as        trusted adviser, possibly in an area where your         However, these schemes take                           invaluable. They can also ensure the funder is local
     Europe and the US.                                   experience is limited. If you fail to advise with       time to implement and often do                        so review meetings can easily be arranged.
                                                          conviction in the way you may do at the moment          not deliver the level of funding                      If you have a client in any one of the situations
     What do this mean for your clients? They will be
                                                          (perhaps due to a lack of practical experience                                                                below, appointing an external credible partner
     looking for advice on doing business in these
                                                          in this field) you are in jeopardy of placing your
                                                                                                                  required nor the flexibility that
     overseas markets covering such topics as:                                                                                                                          can help you add value to your client relationship,
                                                          whole relationship at risk.                             businesses command in the                             generate more fees and take the hassle out of
     n	 Operational structures – agents, branches, 	      What can we do to help? RSM Tenon, as members
                                                                                                                  rapidly changing and challenging                      making the right decision, furthermore, we don’t
     	 joint ventures or subsidiaries                                                                             business environment. As a result                     take fees or commission from lenders meaning our
                                                          of RSM International, the 6th largest global
                                                                                                                                                                        advice is genuinely impartial*:
     n	 Tax advice – tax in the offshore location, 	      network of accountants and business advisers,           businesses are seeking alternative
     	 repatriation of profits, VAT/GST, withholding 	    can help safeguard your client relationships by         sources of cost effective funding.                    n	 Struggling to stay within their business 		
     	 tax, transfer pricing                              working with you to meet your client’s needs on                                                               	 overdraft and maintain a healthy cashflow
                                                          an international scale whilst you remain their
     n	 Business culture – how to do business in 		       primary adviser. We have dedicated, experienced      The world of finance can be a daunting place with        n	 In need of advice to secure the best 		
     	 other countries                                    Partners who will work closely with you to           many different products and hundreds of funders          	 funding solution for their business
                                                          assist you and your clients as they enter new        to choose from. This market is also continually
     n	 Financing – impact on current funding, 		                                                                                                                       n	 Looking to borrow capital to fund a business 	
                                                          markets and ensure that the close and valued         fluctuating, with lenders regularly introducing
     	 funding in other markets                                                                                                                                         	 expansion but don’t have enough security
                                                          relationship that you have with them is protected    new products. This array of options, at best, can
     n	 Compliance issues – audit and filing issues,      and enhanced.                                        be confusing but for those not close to the market       n	 Need some short term funding to cover an 		
     	 tax filings, payroll and HR issues                                                                      there is an increased risk of making the wrong           	 expected outlay or seasonal fluctuations
                                                          To find out more about our international             choice resulting in an inappropriate and expensive
     Your clients will regard any new venture as both     services, email: 	                                   funding structure.                                       n	 Not sure if their current finance deal is 		
     a risk and an opportunity and will turn to you for                                                                                                                 	 competitive
                                                          paul.langhorn@rsmtenon.com                           Running a business in the current climate is hard
     help and advice at a key stage in their businesses
     lifecycle.                                                                                                work and spending time researching the market            The business finance team at RSM Tenon has years
                                                                                                               can be an unwelcome distraction. Many businesses         of experience in providing specialist funding advice
                                                                                                               use the internet and speak to funders directly to        especially in niche areas such as invoice finance
                                                                                                               establish their requirements. However, this often        and asset based lending. Visit our dedicated
                                                                                                               results in conflicting and confusing advice as to        website at www.findingfinance.co.uk
                                                                                                               what is best for the business. An experienced and
                                                                                                                                                                        If you have a client who would require
                                                                                                               impartial adviser can provide an invaluable service
                                                                                                               to a business, guiding it through the funding maze       more information on securing additional
                                                                                                               to find the finance that is appropriate for its needs.   funding, please email:
                                                                                                               Some forms of finance are straight forward; ‘best        Gavin Stewart, Scotland, North East, North West
                                                                                                               buy’ tables exist so business owners can make a          and Midlands gavin.stewart@rsmtenon.com
                                                                                                               desktop comparison. However, other more complex          David Moran, South david.moran@rsmtenon.com
                                                                                                               forms, Invoice Finance for example, have many
                                                                                                                                                                        The service is free. The Business Finance team at RSM Tenon do not take commissions
                                                                                                               variations in the way they are delivered and, with       from lenders, nor do they charge set up fees to the client or introducer.
                                                                                                               over 50 current providers, engaging some expertise       *We can however arrange for you to have commission from a lender if required.
                                                                                                               in this sector can quickly shortlist the most
                                                                                                               appropriate, cost effective options for a business.



06                                                                                                                                                                                                               Wise to Wealth | Issue #03
                                                                                                                                                                                                                    Added Value | Issue 02                    07
Forensic accounting                                                                                          Members’ Voluntary Liquidation

       F  orensic accounting is not related to CSI, but instead deals with
          matters that may end up in the courts. Below we look at the type of
       work that is involved, the sort of people that become involved and some
                                                                                                                    M    embers’ Voluntary Liquidation (MVL) is a powerful tool which can be used to reorganise a business in a tax
                                                                                                                         efficient manner or bring the affairs of a solvent company to a close and distribute capital and reserves to 	
                                                                                                                    its shareholders.
       recent trends within forensic accounting.

     The assignments that we undertake can be best          place and set out what they would consider the        When can a Members’ Voluntary                       Advantages of a Members’                            n	 Assist in organising and chairing
     divided into civil matters (generally where a sum      steps that a normally competent accountant            Liquidation be used?                                Voluntary Liquidation                               	 any necessary meetings of directors and
     of money is being disputed) and criminal (where        would have taken in each case and compare them                                                                                                                	 shareholders
     there is prosecution for a breach of law).             with what actually happened.                          MVL is a solvent solution which can be used         The liquidation process has the following           n	   Following the passing of the winding up
     In civil cases the question we are generally asked                                                           when a company’s assets exceed its liabilities.     advantages:                                         	    resolution, sell or collect in any remaining
     is “how much”, in other words, to quantify a loss      Recent trends                                                                                                                                                 	    assets of the business or formalise any
                                                                                                                  There are many reasons why a Members’               n	 Provided the company is solvent, there
     whereas criminal cases relate to the involvement                                                             Voluntary Liquidation may be appropriate:                                                               	    restructuring of the business
                                                            The first of these changes are in relation to                                                             	 are no restrictions on when the procedure
     of an expert accountant in either white collar
                                                            liability. Previously an expert could not be sued                                                         	 may be used                                       n	 Once the company’s liabilities have been
     crime or confiscation proceedings.                                                                           n	 Disposing of unwanted companies and
                                                            in relation to an opinion they presented when         	 subsidiaries                                      n	 Distributions of reserves will be taxed as       	 provided for or paid, distribute its assets,
     Quantum may relate to a loss of profits or business    undertaking an assignment for the courts. The                                                                                                                 	 including any cash held, to shareholders
                                                                                                                                                                      	 capital gains, regardless of value
     interruption claim whereby the accountant has to       principle was that the court wanted to hear an        n	 To release capital on retirement of owner
     identify what factors have actually caused the loss.   expert’s honest opinion without him having the        	 managers                                          n	 It can be used for complex, tax efficient        How does the liquidation end?
     In essence they have to identify what the business     fear of being sued for having said something his                                                          	 restructurings including company mergers
     would have achieved but for the matter complained                                                            n	 Restructuring a business in a tax efficient                                                          Once all matters have been dealt with the
                                                            client did not like. Recent case law has overturned
     of, and compare this with what has actually taken                                                            	 manner, perhaps to facilitate a sale or           n	 There is a procedure under which                 liquidator will convene a final shareholders
                                                            this principle, however, and established that an
     place. The accountant needs to possess some                                                                  	 shareholding split                                	 dissenting shareholders can be bought out         meeting and report on the outcome to
                                                            expert does have a duty and obligation to his
     knowledge of the law in order to understand what       client to undertake his work with a normal level      n	 To facilitate a merger of two businesses                                                             shareholders, following which the company will
                                                                                                                                                                      n	 A liquidator may be better placed to deal
     measure of loss is properly calculable. There are      of skill that would be expected of a forensic                                                                                                                 then be dissolved approximately three months
                                                                                                                                                                      	 with unknown or hard to quantify
     specific rules that have been developed and this       accountant.                                           Alternatives to solvent liquidation                                                                     later.
                                                                                                                                                                      	  liabilities
     is particularly prevalent in areas such as, for
                                                            Secondly, the courts have been much more
     example, personal injury.                                                                                    Where reserves to be distributed are £25,000 or     n	 A licensed insolvency practitioner will          What are the costs involved?
                                                            vocal in their criticism of experts who are not, in                                                       	 deal with the process, minimising the risks
     The other area of quantum concerns the                                                                       less, the striking off procedure can be used and
                                                            their opinion, adequately fulfilling their role and                                                       	 to Directors and shareholders
     valuation of businesses. In a forensic accounting                                                            distributions of reserves up to this amount will                                                        The costs of an MVL will vary depending on
                                                            responsibilities as an expert. This has resulted
     environment valuations generally relate to either                                                            be taxed as capital gains. Where reserves are                                                           the complexity of the company’s affairs. Tax
                                                            in some professionals being reported to their                                                             What is the liquidation process?
     shareholder disputes or where the values of                                                                  more than £25,000 distributions will be taxed at                                                        clearances and legal advice will add to the
                                                            governing body following what was perceived to
     matrimonial assets need to be identified. A greater                                                          income tax rates unless the MVL route is used.                                                          costs, but in the context of potential tax savings,
                                                            be inappropriate handling of an expert witness                                                            The decision to liquidate should only be taken
     degree of rigour is required for contentious                                                                                                                                                                         the costs involved may not be significant. An
                                                            assignment.                                           There are, however, disadvantages of the            after a full review of the company’s business and
     valuations, however funds are often limited,                                                                                                                                                                         initial review of the company’s business and
                                                                                                                  informal striking off route. A company’s right to   taxation position, and after taking advice from     tax position can normally be undertaken free of
     particularly in relation to the family matters, and    There is also a greater drive to accreditation
                                                                                                                  be struck off is subject to certain restrictions,   experienced professional advisers.                  charge. This will enable the extent of necessary
     proportionality is key so the court may be looking     of experts so that the creditability of an expert
                                                                                                                  and it is an offence to apply when a company is                                                         work to be scoped and a cost estimate prepared.
     for a more broad brush approach.                       is judged not only by their experience and                                                                Once the decision has been made the nominated
                                                                                                                  ineligible. Penalties for Directors on conviction
                                                            knowledge, but also by the expert bodies to                                                               liquidator will perform the following tasks:        While in a straightforward case with reserves of
     In criminal cases the expert accountant may                                                                  include a fine, imprisonment or disqualification.
                                                            which they are members. The Academy of Experts                                                                                                                less than £25,000, the apparent cost savings of
     be asked to opine as to whether the conduct                                                                  There are notification requirements and those       n	 Assist the Directors to prepare a
                                                            and the Expert Witness Institute both offer                                                                                                                   the striking off route may be attractive, Directors
     of directors is such that it may amount to, for                                                              entitled to receive notice may object.                 Statement of Assets and Liabilities
                                                            membership to experts but only after receiving                                                                                                                and their professional advisors may conclude
     example, fraudulent trading or to identify the         references and detailed application forms.            If a company is restored to the register after         supporting a Declaration of Solvency
                                                                                                                                                                                                                          that the ability to transfer responsibility and
     origin of funds and assets held by the defendants                                                            being struck off, the general effect is that           which must be sworn by a majority of the
                                                                                                                                                                                                                          company restoration risk to a liquidator will
     and whether they maybe legitimately considered                                                               a company is deemed to have continued in               Directors
                                                            The Forensic team is always happy to                                                                                                                          justify the additional costs of a MVL in all but the
     to be the proceeds of crime and hence available to                                                           existence as if it had not been dissolved or
     be confiscated.
                                                            discuss matters to see where we can                                                                       n	   Liaise with taxation, legal and corporate      most straightforward of circumstances.
                                                                                                                  struck off the register. The Court may give
                                                            add value. To find out more about how                                                                     	    finance advisers on the taxation and other
     One further area of expert evidence that the                                                                 directions or make provision to put the company
                                                            the Forensic Accounting team can                                                                          	    aspects of liquidation and any associated      To find out more about how the
     forensic accountant may be asked to opine upon                                                               and all other persons in the same position as
                                                                                                                                                                      	    restructuring / merger activity
     is in relation to the conduct of other accountants.    support you, email us at: 	                           they were before the company was dissolved and                                                          Restructuring team can support you, 	
     In this situation there may be a claim that an         forensics@rsmtenon.com                                struck off. Directors at the date of dissolution    n	 Where the business is to be closed, assist       email us at: 	
     accountant has failed to fulfil his duties properly                                                          may then find themselves having to pick up          	 the Directors in winding down the                 restructuring@rsmtenon.com
     and consequently a loss has arisen. The forensic                                                             responsibility for the company’s affairs several    	 company’s affairs
     accountant will be asked to review what has taken                                                            years later.
                                                                                                                                                                      n	 Prepare the necessary documentation
                                                                                                                                                                      	 (notice of meetings, resolutions etc.) to
                                                                                                                                                                      	 place the company into Liquidation


08                                                                                                                                                                                                                                                     Added Value | Issue 02    09
UK SMEs divided as to
     post recession outlook

       T  he RSM Tenon Business Barometer, a quarterly survey carried out
          by YouGov amongst senior management in small and medium sized
       enterprises, showed that 45% of SMEs thought prospects for their
       business would improve post-downturn, whilst a slightly lower 44%
       thought it wouldn’t.


     Although the same number of SMEs in the North        insolvency and non-limited data as well as
     and South (42%) agreed they felt the outlook         searches on disqualified directors. In total,
     for their business was good, the North/South         there is now more than four times the number
     divide became more apparent among those who          of monitoring options. There are colour coded
     thought the outlook wasn’t so positive. Over half    emails on company health ratings and financials,
     of the SMEs in the North (54%) said they were        and the easiest ever monitoring templates allow
     not confident things would improve for their         you to create very specific criteria, with the
     business. This compared with 41% in the South.       additional ability to view historical events in
     SMEs in Scotland were the most positive about        chronological order.
     their future, with 58% – the highest in the survey
     – saying they were confident the outlook would
     improve.                                                To find out more about our online
     With the Bank of England continuing to keep             Tracker system, or for a free trial,
     interest rates at 0.5% it’s no surprise that            please visit: www.tracker-online.com
     SMEs are still unsure as to the outlook for their       email: sales@tracker-online.com or
     business. The threat of a double-dip recession          call Robert Beat on 0207 448 8111.
     and continuing economic turmoil in the Eurozone
     will continue to shape concerns for the future
     and it may be some time before we start to see          For sales completed by the end of
     any serious confidence coming back into the
                                                             March 2013, we will add three month’s
     market.
                                                             subscription for free, please quote
     Better risk management in this climate, is              “Added Value 2013”.
     therefore essential. Our online Tracker system
     has been designed and developed by licensed
     Insolvency Practitioners to support your business
     decisions by providing trusted live data on an                                                          We hope you found these articles of interest,
     enormous range of events. That includes anything
     from a simple change of director through to CCJs
     and unadvertised petitions. Tracker gives you the
                                                                                                             if you would like to read about any topics in
     power to analyse financial risk in detail across
     all clients and suppliers, and also to generate                                                         further editions, or to receive this newsletter by
     qualified new business lists.
     An extensive recent upgrade, has given Tracker                                                          email please let us know. We can also provide
     improved feeds and an enhanced custom
     monitoring function. It means better and
     more information, including far more personal
                                                                                                             bespoke presentations or training sessions for
                                                                                                             you and your team, to find out more contact us
                                                                                                             at: restructuring@rsmtenon.com


10
08                                                                                                                                                 Wise to Wealth | Issue #03   09
RSM Tenon is regarded as one of the most progressive and entrepreneurial professional services firms
in the UK today, providing business advisory, audit, tax, financial management, restrucutring and
risk management services. We offer intelligent solutions to a national client base that ranges from
individuals and entrepreneurially-led owner managed businesses, to large corporations and public
sector organisations.
We help entrepreneurs create, protect and enhance personal wealth. We give board and senior
executives the guidance and proactive support they need to help them manage their organisation
effectively.

At RSM Tenon, we can complement and support the services you already provide to your clients.
Our specialist services include turnaround and restrucutring, formal insolvency procedures, personal
insolvency, corporate finance, forensic services, financial management, specialist tax and VAT
services and risk management.


We can help you to grow and develop your client offering, to find out more visit:

www.rsmtenon.com




The term “partner” is a title for senior employees, none of whom provide any services on their own behalf.
RSM Tenon Corporate Transactions Limited is authorised and regulated by the Financial Services Authority, FSA Register number 135238. A subsidiary of RSM
Tenon Group PLC. RSM Tenon Corporate Transactions Limited (No. 1837626) is registered in England and Wales. Registered Office 66 Chiltern Street, London W1U
4GB. England
RSM Tenon Limited is a member of RSM Tenon Group PLC. RSM Tenon Group PLC is an independent member of the RSM International network. The RSM
International network is a network of independent accounting and consulting firms each of which practices in its own right. RSM International is the brand used
by the network which is not itself a separate legal entity in any jurisdiction.
RSM Tenon Limited (No 4066924) is registered in England and Wales. Registered Office 66 Chiltern Street, London W1U 4GB. England. RSM Tenon Financial
Management Limited is authorised and regulated by the Financial Services Authority, FSA register number 192618. A member of RSM Tenon Group PLC.
RSM Tenon Financial Management Limited (No 03953153) is registered in England and Wales. Registered Office 66 Chiltern Street, London W1U 4GB. England.
BSO00481112

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Added value issue 2

  • 1. Added Value The newsletter for accountants
  • 2. Happy New Year and welcome to Added Value Our dedicated newsletter for Accountants. In this edition, you’ll find out about keeping up to date with payroll legislation, making the best of a bad Are you creating or protecting value on situation and what funding options are available. transactions using the balance sheet? We can help you to grow and develop your client offering, to find out more visit: Q uite rightly there is a good deal of focus on profits and the right multiple to apply to those profits when considering the purchase or sale of a business. However, there is often as much or more scope for an adviser to create or protect value for a client through considering the balance sheet of the company being acquired or sold. www.rsmtenon.com Sophisticated, serial buyers and sellers of companies will be familiar with these areas and Therefore, to eliminate the impact of short-term fluctuations in cash or debt, an offer should be Consideration should also be given to what the company’s cash/debt position would be if it the terms used, but for a first time buyer or made on a cash free/debt free basis, subject to a paid all of its creditors on time. The stretching seller these areas are not so obvious. This in normal level of working capital. While this offers of creditors by the target company is an turn represents an opportunity for an adviser to a degree of much needed clarity the debate increasingly common feature of transactions at add value to clients. is still open as to what a normal level is. For the moment. example, is it a normal level for the time of year, Enterprise Value versus Equity Value Be prepared or the average over a period? There is a good In this issue: The value of a business is often referred to as the Enterprise Value to distinguish it from the argument for a purchaser to make that it should mean the normal trading peak level of working There are few rights and wrongs in these matters; a purchaser will always see these 03 value of the company which owns the business. capital so that a purchaser does not end up matters differently to a seller. However, the Are you creating or protecting value The value of the company is called the Equity buying the business one day and having to fund key point is that if you and your client are on transactions using the balance sheet? Value, i.e. the value of the shareholders’ equity. the working capital the next. prepared at the outset you can position the 04 The difference between the two will include key matters to protect your client’s interests in Solutions for Dealing with Real Time surplus assets (e.g, property not used by the Definitions of debt early negotiations and include the appropriate Information (RTI) before 2013 business), free cash and debt. These items Similarly, when identifying debt in a company wording in any initial correspondence (and appear to be straight forward at face value but there are several areas open to interpretation. particularly the Heads of Terms) when the focus 05 Making the best of a bad situation in the detail there can be wide variations in interpretation. For example, is corporation tax debt? Many vendors would argue not (arguing that it forms part of a company’s normal working capital of other parties may well be on profits or other aspects of the transaction. Once these points are included in early transaction documentation 06 Doing business overseas Cash free/debt free offers An offer for a business will often be made on a cash free/debt free basis, meaning that the cycle) but a purchaser would certainly argue that if a seller is taking all the cash from the business when it is sold then the seller ought you will have a better starting point in any subsequent negotiations. 07 Free Funding Advice offer price is for the business and, if a company is being purchased, there will be adjustments in respect of cash and debt. However, as any to take the tax that relates to the profits that generated that cash. Indeed, it is common to treat corporation tax as debt in that it is an To find out more about how the Corporate Finance team can support you, email us at: 08 Forensic accounting business owner will appreciate, the level of cash or debt in a company can vary from day to day depending on, amongst other things, the timing adjustment from the agreed Enterprise Value to agree an Equity Value. There are many other areas of a similar nature, which are sometimes corporatefinance@rsmtenon.com 09 Members’ Voluntary Liquidation of receipts from customers or payments to referred to as quasi debt, for example, annual suppliers which can be large and also potentially bonus accruals, rent-free accruals and one off unpredictable. provisions. 02 10 UK SME’s divided as to post recession outlook Added Value | Issue 02 03
  • 3. Solutions for Dealing with Making the best Real Time Information (RTI) of a bad situation A s an adviser you may have clients who find running their Payroll time consuming and a problem for their business. It can be a headache keeping on top of the legislation and dealing with the risk of staff being Y our client’s in trouble; he or she has told you they have undeclared income over a number of years, and now they feel the need, or have no choice, but to come clean. With the number of “one off amnesties” which have proved absent through illness or holiday. to be neither ‘one offs’ nor amnesties, the task of deciding how best to serve your client’s best interests can be a minefield. This is especially so if the client had offshore interests that existed as of 1 September 2009. This article explores some of the benefits as well as the disadvantages of a number of the initiatives and facilities available to This year introduces yet another potential headache each payroll process, whether weekly, fortnightly those who wish to make a disclosure of unpaid tax, particularly in relation to funds held offshore. for those running payroll with the introduction of or monthly, and with a significant increase in data Real Time Information (RTI) by HMRC. concerning employees. Clearly the key to successful RTI submissions is ensuring that your client’s data Here are some pointers to consider for your clients is clean, correct and valid and that they are running In the past, places such as Switzerland and up to 200% thereafter, in certain cases) under Code of Practice 9 (civil investigation who may not be aware of the impact of RTI on their RTI compliant payroll and BACS software. By doing Liechtenstein have been regarded as tax havens, of fraud) afforded the client protection from business: n The possibility of beneficial tax rates being this sooner rather than later they will not only places to shelter funds without facing withholding prosecution, and it still does if a full disclosure What is it? RTI stands for Real Time Information avoid the last minute rush, but will be secure in the applied (the Composite Rate Option and taxes and where banking secrecy would ensure is made – however, once the opening letter has which is being introduced by HMRC with the aim of knowledge that their organisation is well placed Single Charge Rate (SCR)) that knowledge of the funds was not shared with been issued, HMRC will not permit the client to improving how the Pay As You Earn system works. to process successful RTI submissions within the the tax man in any other jurisdiction. But this is no n In return for a full disclosure the taxpayer participate in the LDF. Under Code of Practice 9 PAYE information will be collected more regularly, legislated timelines. longer the case, the veil of secrecy is being lifted receives a guarantee from HMRC of (CoP9), the potential and indeed the likelihood in fact each time employers run their payroll as and the governments of both countries are in no prosecution for tax offences. is that HMRC will assess as far back as possible, It’s important for your clients to start working on opposed to the current system of submission at the open discussions with the UK about how to tackle the interest can potentially double the tax and ensuring the accuracy of the data held now e.g. What’s the next option? In the offing is the much end of the tax year. the legacy of unpaid tax liabilities of billions of £’s significant penalties will be incurred. It is also employee names must be recorded as their full anticipated Swiss Agreement – due to come into or Swiss Francs. more costly and labour intensive to deal with a Why is it being introduced? RTI will enable HMRC to official names and not ‘known as’ names which may force on 1 January 2013. The benefits of this CoP9 investigation than the requirements of the collect information about tax and other deductions currently be held on payroll. Liechtenstein is a tiny independent state between agreement are somewhat different to the LDF. LDF. So, what’s the moral of this? Be sure to know each time employers run their payroll. Currently, Switzerland and Austria; many people haven’t For example, it is possible to retain anonymity The data will need to be accurate as any errors will your client. Give the wrong advice, cause a loss, employers and pension providers provide HMRC heard of it, have no connection with it and when in relation to monies in the Swiss bank account, cause the full submission to fail. There will then be and lose the client – or worse. with pay and tax information annually. This can they hear the name, they switch off. But its mere in exchange for a payment on account being penalties for employers and the failed submission make it difficult to keep payroll data up-to-date existence can potentially provide a very attractive automatically made by the Swiss authorities from The disadvantage of the LDF is a strict time limit may also lead, where applicable, to delayed welfare and may mean that individuals have overpaid or solution for those who had an offshore asset as the funds held. The payment due is calculated for submission of the report and mandatory benefits payments for their employees. underpaid tax at the end of the tax year. Under at 1 September 2009 and have not declared all of based on the capital held in the account at two forms, a maximum of ten months if the Composite PAYE RTI, employers and pension providers will With the introduction of RTI, HMRC will have up-to- their income to the UK authorities. To take part separate dates – it’s a complicated formula and Rate Option is not used. But even the time limits send information when, or before, they pay date PAYE information and will be instantly aware in the Liechtenstein Disclosure Facility (LDF), no the maximum deduction is 41%. No interest or appeal to most clients – they can see the light their employees. The improved, more up-to-date if employers do not make timely and accurate previous connection to Liechtenstein is required. penalties are payable on top of the deduction at the end of the tunnel. Clients cannot take information will mean that, over time, more people payment of their monthly PAYE. From HMRC’s Out of all the facilities and initiatives HMRC has but what this ‘payment on account of liabilities’ part in the LDF if they are subject to criminal will pay the correct tax. perspective, this will be a good point but, from the launched to try to recover unpaid tax we regard doesn’t do, is clear any money that had previously investigation, and if they have previously had a employers’ perspective, it will be a potential risk. the LDF as one of our favourites. It is the only one left the account or prevent a future HMRC CoP9 they will not qualify for the full benefits of From October 2013, RTI will also support the that provides any sort of amnesty, albeit only a investigation during which tax interest and the facility. But, if they make a full disclosure they introduction of Universal Credit, the Government’s Are your clients ready for RTI? If payroll is giving partial one and real financial and personal benefit penalties would be payable under the normal won’t go to prison either. This is a specialist area, flagship welfare programme. Universal Credit will them a headache at the moment, it is likely to to those who need to sort out their tax affairs. rules. Furthermore, there is always the possibility with many technical peculiarities, and as a result, require up-to-date information about employment deteriorate in 2013. As always there is some small print, but in the of prosecution. Going forward, withholding tax will RSM Tenon has its own single point of contact with and pension income so that the Department for RSM Tenon’s specialist team can offer a high quality majority of cases the principal benefits are: be applied up to a rate of 48% unless the client HMRC. Work and Pensions (DWP) can adjust claimants’ payroll service for your clients to negate their being proves to the Swiss authorities that he or she is welfare payments to reflect their circumstances. n No tax payable on undeclared income that To find out more about how our consumed by running payroll. By working with RSM UK tax compliant. arose before 1 April 1999 (in cases of specialist tax team can support you, When does it come into force? It will be mandatory Tenon we can white label the service for you so your deliberate behaviour HMRC can currently Which facility is the right one for your client? As from October 2013 for all but exempt employers. If clients are not aware of our involvement and we can email us at: tax@rsmtenon.com assess up to 20 years previous – so back to always, it depends on the client’s individual needs companies have not been part of the pilot, they will work in partnership with your staff on providing this 1992/93 at the time of writing) and their past tax history. HMRC has offered the be ‘invited’ to join between April and October 2013. service to your clients. LDF enthusiastically and, despite a perception that What impact will it have on your clients running a n A guaranteed penalty of 10% for years To find out more about how the participation may cloud HMRC’s future judgement, business? Instead of submitting tax data at the end up to, and including, 2008/9, 20% and therefore treatment, of a client, it is often of the tax year they will be required to do this for Outsourcing team can support you, thereafter (compared with a maximum the safest option. Traditionally, an investigation email us at: gillian.niven@rsmtenon.com penalty of 100% for years before 2008/09 – 04 Added Value | Issue 02 05
  • 4. Doing business overseas Free Funding Advice An added value service for your clients T he recent economic issues facing both the UK and the global economy as a whole have forced governments into rethinking what had become conventional wisdom. Not least of which was that the UK could be based on I n the current climate many businesses are unable to Every business is different so the funding package must be tailored to its needs and appropriate for its situation. In the present environment, business owners may choose a facility with onerous terms a primarily serviced based economy heavily dependent on financial services secure traditional methods of just to have the funding they need in place as and the like. In respect of UK government policy it has swung back to looking funding such as an overdraft or quickly as possible. This could actually prove very to the SME sector for growth and to actively stimulate both manufacturing loan. Recognising this issue the problematic if the facility is not flexible for the and technology based activities. government has implemented future needs of the business and fails to provide the levels of funding as and when required. various initiatives to encourage Facilities can also have high cancellation fees more lending by the banks to which, if not properly considered at the outset, the SME sector and at lower could mean clients are unexpectedly locked into a deal they cannot afford to leave. Appointing an Businesses of all types and sizes are now What does this mean to you? It is important that rates, for example through the being urged to look for new markets overseas, you can meet the needs of your clients in exactly adviser, who knows the lenders and who can cast Funding for Lending scheme. an expert eye over the small print, is therefore particularly in the emerging markets but also the same way as you do at the moment as their in the developed markets of the world such as trusted adviser, possibly in an area where your However, these schemes take invaluable. They can also ensure the funder is local Europe and the US. experience is limited. If you fail to advise with time to implement and often do so review meetings can easily be arranged. conviction in the way you may do at the moment not deliver the level of funding If you have a client in any one of the situations What do this mean for your clients? They will be (perhaps due to a lack of practical experience below, appointing an external credible partner looking for advice on doing business in these in this field) you are in jeopardy of placing your required nor the flexibility that overseas markets covering such topics as: can help you add value to your client relationship, whole relationship at risk. businesses command in the generate more fees and take the hassle out of n Operational structures – agents, branches, What can we do to help? RSM Tenon, as members rapidly changing and challenging making the right decision, furthermore, we don’t joint ventures or subsidiaries business environment. As a result take fees or commission from lenders meaning our of RSM International, the 6th largest global advice is genuinely impartial*: n Tax advice – tax in the offshore location, network of accountants and business advisers, businesses are seeking alternative repatriation of profits, VAT/GST, withholding can help safeguard your client relationships by sources of cost effective funding. n Struggling to stay within their business tax, transfer pricing working with you to meet your client’s needs on overdraft and maintain a healthy cashflow an international scale whilst you remain their n Business culture – how to do business in primary adviser. We have dedicated, experienced The world of finance can be a daunting place with n In need of advice to secure the best other countries Partners who will work closely with you to many different products and hundreds of funders funding solution for their business assist you and your clients as they enter new to choose from. This market is also continually n Financing – impact on current funding, n Looking to borrow capital to fund a business markets and ensure that the close and valued fluctuating, with lenders regularly introducing funding in other markets expansion but don’t have enough security relationship that you have with them is protected new products. This array of options, at best, can n Compliance issues – audit and filing issues, and enhanced. be confusing but for those not close to the market n Need some short term funding to cover an tax filings, payroll and HR issues there is an increased risk of making the wrong expected outlay or seasonal fluctuations To find out more about our international choice resulting in an inappropriate and expensive Your clients will regard any new venture as both services, email: funding structure. n Not sure if their current finance deal is a risk and an opportunity and will turn to you for competitive paul.langhorn@rsmtenon.com Running a business in the current climate is hard help and advice at a key stage in their businesses lifecycle. work and spending time researching the market The business finance team at RSM Tenon has years can be an unwelcome distraction. Many businesses of experience in providing specialist funding advice use the internet and speak to funders directly to especially in niche areas such as invoice finance establish their requirements. However, this often and asset based lending. Visit our dedicated results in conflicting and confusing advice as to website at www.findingfinance.co.uk what is best for the business. An experienced and If you have a client who would require impartial adviser can provide an invaluable service to a business, guiding it through the funding maze more information on securing additional to find the finance that is appropriate for its needs. funding, please email: Some forms of finance are straight forward; ‘best Gavin Stewart, Scotland, North East, North West buy’ tables exist so business owners can make a and Midlands gavin.stewart@rsmtenon.com desktop comparison. However, other more complex David Moran, South david.moran@rsmtenon.com forms, Invoice Finance for example, have many The service is free. The Business Finance team at RSM Tenon do not take commissions variations in the way they are delivered and, with from lenders, nor do they charge set up fees to the client or introducer. over 50 current providers, engaging some expertise *We can however arrange for you to have commission from a lender if required. in this sector can quickly shortlist the most appropriate, cost effective options for a business. 06 Wise to Wealth | Issue #03 Added Value | Issue 02 07
  • 5. Forensic accounting Members’ Voluntary Liquidation F orensic accounting is not related to CSI, but instead deals with matters that may end up in the courts. Below we look at the type of work that is involved, the sort of people that become involved and some M embers’ Voluntary Liquidation (MVL) is a powerful tool which can be used to reorganise a business in a tax efficient manner or bring the affairs of a solvent company to a close and distribute capital and reserves to its shareholders. recent trends within forensic accounting. The assignments that we undertake can be best place and set out what they would consider the When can a Members’ Voluntary Advantages of a Members’ n Assist in organising and chairing divided into civil matters (generally where a sum steps that a normally competent accountant Liquidation be used? Voluntary Liquidation any necessary meetings of directors and of money is being disputed) and criminal (where would have taken in each case and compare them shareholders there is prosecution for a breach of law). with what actually happened. MVL is a solvent solution which can be used The liquidation process has the following n Following the passing of the winding up In civil cases the question we are generally asked when a company’s assets exceed its liabilities. advantages: resolution, sell or collect in any remaining is “how much”, in other words, to quantify a loss Recent trends assets of the business or formalise any There are many reasons why a Members’ n Provided the company is solvent, there whereas criminal cases relate to the involvement Voluntary Liquidation may be appropriate: restructuring of the business The first of these changes are in relation to are no restrictions on when the procedure of an expert accountant in either white collar liability. Previously an expert could not be sued may be used n Once the company’s liabilities have been crime or confiscation proceedings. n Disposing of unwanted companies and in relation to an opinion they presented when subsidiaries n Distributions of reserves will be taxed as provided for or paid, distribute its assets, Quantum may relate to a loss of profits or business undertaking an assignment for the courts. The including any cash held, to shareholders capital gains, regardless of value interruption claim whereby the accountant has to principle was that the court wanted to hear an n To release capital on retirement of owner identify what factors have actually caused the loss. expert’s honest opinion without him having the managers n It can be used for complex, tax efficient How does the liquidation end? In essence they have to identify what the business fear of being sued for having said something his restructurings including company mergers would have achieved but for the matter complained n Restructuring a business in a tax efficient Once all matters have been dealt with the client did not like. Recent case law has overturned of, and compare this with what has actually taken manner, perhaps to facilitate a sale or n There is a procedure under which liquidator will convene a final shareholders this principle, however, and established that an place. The accountant needs to possess some shareholding split dissenting shareholders can be bought out meeting and report on the outcome to expert does have a duty and obligation to his knowledge of the law in order to understand what client to undertake his work with a normal level n To facilitate a merger of two businesses shareholders, following which the company will n A liquidator may be better placed to deal measure of loss is properly calculable. There are of skill that would be expected of a forensic then be dissolved approximately three months with unknown or hard to quantify specific rules that have been developed and this accountant. Alternatives to solvent liquidation later. liabilities is particularly prevalent in areas such as, for Secondly, the courts have been much more example, personal injury. Where reserves to be distributed are £25,000 or n A licensed insolvency practitioner will What are the costs involved? vocal in their criticism of experts who are not, in deal with the process, minimising the risks The other area of quantum concerns the less, the striking off procedure can be used and their opinion, adequately fulfilling their role and to Directors and shareholders valuation of businesses. In a forensic accounting distributions of reserves up to this amount will The costs of an MVL will vary depending on responsibilities as an expert. This has resulted environment valuations generally relate to either be taxed as capital gains. Where reserves are the complexity of the company’s affairs. Tax in some professionals being reported to their What is the liquidation process? shareholder disputes or where the values of more than £25,000 distributions will be taxed at clearances and legal advice will add to the governing body following what was perceived to matrimonial assets need to be identified. A greater income tax rates unless the MVL route is used. costs, but in the context of potential tax savings, be inappropriate handling of an expert witness The decision to liquidate should only be taken degree of rigour is required for contentious the costs involved may not be significant. An assignment. There are, however, disadvantages of the after a full review of the company’s business and valuations, however funds are often limited, initial review of the company’s business and informal striking off route. A company’s right to taxation position, and after taking advice from tax position can normally be undertaken free of particularly in relation to the family matters, and There is also a greater drive to accreditation be struck off is subject to certain restrictions, experienced professional advisers. charge. This will enable the extent of necessary proportionality is key so the court may be looking of experts so that the creditability of an expert and it is an offence to apply when a company is work to be scoped and a cost estimate prepared. for a more broad brush approach. is judged not only by their experience and Once the decision has been made the nominated ineligible. Penalties for Directors on conviction knowledge, but also by the expert bodies to liquidator will perform the following tasks: While in a straightforward case with reserves of In criminal cases the expert accountant may include a fine, imprisonment or disqualification. which they are members. The Academy of Experts less than £25,000, the apparent cost savings of be asked to opine as to whether the conduct There are notification requirements and those n Assist the Directors to prepare a and the Expert Witness Institute both offer the striking off route may be attractive, Directors of directors is such that it may amount to, for entitled to receive notice may object. Statement of Assets and Liabilities membership to experts but only after receiving and their professional advisors may conclude example, fraudulent trading or to identify the references and detailed application forms. If a company is restored to the register after supporting a Declaration of Solvency that the ability to transfer responsibility and origin of funds and assets held by the defendants being struck off, the general effect is that which must be sworn by a majority of the company restoration risk to a liquidator will and whether they maybe legitimately considered a company is deemed to have continued in Directors The Forensic team is always happy to justify the additional costs of a MVL in all but the to be the proceeds of crime and hence available to existence as if it had not been dissolved or be confiscated. discuss matters to see where we can n Liaise with taxation, legal and corporate most straightforward of circumstances. struck off the register. The Court may give add value. To find out more about how finance advisers on the taxation and other One further area of expert evidence that the directions or make provision to put the company the Forensic Accounting team can aspects of liquidation and any associated To find out more about how the forensic accountant may be asked to opine upon and all other persons in the same position as restructuring / merger activity is in relation to the conduct of other accountants. support you, email us at: they were before the company was dissolved and Restructuring team can support you, In this situation there may be a claim that an forensics@rsmtenon.com struck off. Directors at the date of dissolution n Where the business is to be closed, assist email us at: accountant has failed to fulfil his duties properly may then find themselves having to pick up the Directors in winding down the restructuring@rsmtenon.com and consequently a loss has arisen. The forensic responsibility for the company’s affairs several company’s affairs accountant will be asked to review what has taken years later. n Prepare the necessary documentation (notice of meetings, resolutions etc.) to place the company into Liquidation 08 Added Value | Issue 02 09
  • 6. UK SMEs divided as to post recession outlook T he RSM Tenon Business Barometer, a quarterly survey carried out by YouGov amongst senior management in small and medium sized enterprises, showed that 45% of SMEs thought prospects for their business would improve post-downturn, whilst a slightly lower 44% thought it wouldn’t. Although the same number of SMEs in the North insolvency and non-limited data as well as and South (42%) agreed they felt the outlook searches on disqualified directors. In total, for their business was good, the North/South there is now more than four times the number divide became more apparent among those who of monitoring options. There are colour coded thought the outlook wasn’t so positive. Over half emails on company health ratings and financials, of the SMEs in the North (54%) said they were and the easiest ever monitoring templates allow not confident things would improve for their you to create very specific criteria, with the business. This compared with 41% in the South. additional ability to view historical events in SMEs in Scotland were the most positive about chronological order. their future, with 58% – the highest in the survey – saying they were confident the outlook would improve. To find out more about our online With the Bank of England continuing to keep Tracker system, or for a free trial, interest rates at 0.5% it’s no surprise that please visit: www.tracker-online.com SMEs are still unsure as to the outlook for their email: sales@tracker-online.com or business. The threat of a double-dip recession call Robert Beat on 0207 448 8111. and continuing economic turmoil in the Eurozone will continue to shape concerns for the future and it may be some time before we start to see For sales completed by the end of any serious confidence coming back into the March 2013, we will add three month’s market. subscription for free, please quote Better risk management in this climate, is “Added Value 2013”. therefore essential. Our online Tracker system has been designed and developed by licensed Insolvency Practitioners to support your business decisions by providing trusted live data on an We hope you found these articles of interest, enormous range of events. That includes anything from a simple change of director through to CCJs and unadvertised petitions. Tracker gives you the if you would like to read about any topics in power to analyse financial risk in detail across all clients and suppliers, and also to generate further editions, or to receive this newsletter by qualified new business lists. An extensive recent upgrade, has given Tracker email please let us know. We can also provide improved feeds and an enhanced custom monitoring function. It means better and more information, including far more personal bespoke presentations or training sessions for you and your team, to find out more contact us at: restructuring@rsmtenon.com 10 08 Wise to Wealth | Issue #03 09
  • 7. RSM Tenon is regarded as one of the most progressive and entrepreneurial professional services firms in the UK today, providing business advisory, audit, tax, financial management, restrucutring and risk management services. We offer intelligent solutions to a national client base that ranges from individuals and entrepreneurially-led owner managed businesses, to large corporations and public sector organisations. We help entrepreneurs create, protect and enhance personal wealth. We give board and senior executives the guidance and proactive support they need to help them manage their organisation effectively. At RSM Tenon, we can complement and support the services you already provide to your clients. Our specialist services include turnaround and restrucutring, formal insolvency procedures, personal insolvency, corporate finance, forensic services, financial management, specialist tax and VAT services and risk management. We can help you to grow and develop your client offering, to find out more visit: www.rsmtenon.com The term “partner” is a title for senior employees, none of whom provide any services on their own behalf. RSM Tenon Corporate Transactions Limited is authorised and regulated by the Financial Services Authority, FSA Register number 135238. A subsidiary of RSM Tenon Group PLC. RSM Tenon Corporate Transactions Limited (No. 1837626) is registered in England and Wales. Registered Office 66 Chiltern Street, London W1U 4GB. England RSM Tenon Limited is a member of RSM Tenon Group PLC. RSM Tenon Group PLC is an independent member of the RSM International network. The RSM International network is a network of independent accounting and consulting firms each of which practices in its own right. RSM International is the brand used by the network which is not itself a separate legal entity in any jurisdiction. RSM Tenon Limited (No 4066924) is registered in England and Wales. Registered Office 66 Chiltern Street, London W1U 4GB. England. RSM Tenon Financial Management Limited is authorised and regulated by the Financial Services Authority, FSA register number 192618. A member of RSM Tenon Group PLC. RSM Tenon Financial Management Limited (No 03953153) is registered in England and Wales. Registered Office 66 Chiltern Street, London W1U 4GB. England. BSO00481112