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5 contributions to Buy, Build, Sell ā„¢ Businesses
Do you know an accountant from the UK with experience in M&A, please?
Do you know an accountant from the UK with experience in M&A, please?
2 likes • Apr '24
I second @Emre Yilmaz . Martin is one of the main speakers for Jonathan Jay's Mastermind group and also part of another smaller Mastermind I am part of. He is doing an Accountancy roll-up with great experience in M&A
PG Removal
Hi Folks, Does anyone in the group have detailed experience of getting rid of PG’s? Could do with some help on a couple!
0 likes • Apr '24
Hi Daniel, there are insurances in the UK who can cover up-to 90% of the PG amount. Did not particularly take on myself but I know people who have in the past.
Connections
Hi All, I'm under the full understanding that connections are a huge part in the world of M&A and have really what enabled me to purchase 2 businesses without my own money put into the deal. That being said, I'd love to connect with more people within this space. I'm based in the West Midlands of the UK. Anyone here based in the UK? If so, drop a comment below. Anyone not based in the UK, please feel free to comment too, as I love hearing what people in this industry are up to. Have a great week all. Regards Jordan
0 likes • Feb '24
Based in Kent
0 likes • Apr '24
Based in Tunbridge Wells, Kent. Happy to connect with anyone
How do you extract and pay all surplus cash to the vendor when acquiring a minority position?
I have proposed a deal and tentatively agreed with the vendor a process for how we'll extract the surplus cash and pay it to them. Purchasing a minority position initially, and later an additional stake. The surplus cash to all come out after the initial purchase. We have agreed to distribute the cash as a dividend to my SPV post closing and pay from there to the vendor as part of the overall consideration. Their accountant doesn't feel this will work and has concerns, their comments: "HMRC are alive to their powers for charging income tax on situations where a shareholder extracts value for themself from their personal company. HMRC can tax distributions at a rate of up to 39.35%. This could, for example, include circumstances that involve the purchase from you of a 25% shareholding for an amount that exceeds their market value which is funded by cash held in your company." Any thoughts or guidance on this? Thanks in advance.
1 like • Feb '24
I always try to avoid getting the cash. That belongs to the company and ultimately, the seller. When buying, I think cash free / debt free is the way to go, of course adjusted for the NWC. This way I don't over pay (and therefore have to pay more stamp duty)
When you buy with a 10% deposit
I have a few questions please: From what money does the seller pay capital gain tax and his lawyer when you buy with a 10% deposit? When do they have to pay the tax? At the end of the year? Does he pay tax for the 100% purchase price or only for the 10% deposit and the monthly consideration? I am thinking about deferred consideration with the monthly payment for 4 years? What do I tell him to do? Thank you very much!
2 likes • Feb '24
I agree just with the first part. Ask him to call his Accountant. However, in the UK, the seller is liable to pay his tax when the shares get transfered (on closing day) and not when the sale proceeds get realized. So be careful with the advice given. That is why you always retain an M&A lawyer or a CPA/Accountant.
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Andrei Constantin
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@andrei-constantin-7406
Investor, Marketer.

Active 5h ago
Joined Nov 16, 2023
London, United Kingdom
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