By Katie Business Advice • Business News • Wealth Planning 0 Comments

The importance of a shareholders agreement

The importance of a shareholders agreement

For limited companies, when it comes to making decisions, Company Law states shareholders who own more than 50% can pass a motion at a company meeting regardless of the views of other shareholders and if shareholder(s) owns more than 75% of the shares they control the company outright and can veto the decisions of all other shareholders.

This may not suit all business situations, especially where you have two or more founders holding equal share capital or a group of owners with varying amounts of capital, some of whom are directors and some who are not, but who are all working together for the company’s success.

A shareholders’ agreement is entered into between all or some of the shareholders in a company. It regulates the relationship between the shareholders, the management of the company, ownership of the shares and the protection of the shareholders. They also govern the way in which the company is run.

A shareholders agreement can help define how a business makes decisions to the benefit of all owners and is recommended where:

  • A small number of owners want to reach collective and fair decisions for the benefit of all
  • Some owners may want to be able to influence decisions that are particularly relevant to them
  • Some shareholders may not be directors and cannot influence operations on a day to day basis

Typically it is seeking to deal with the three “D’s” of death, disability and disagreement. It may also cover a variety of other significant areas, for example, retirement and buy back of shares.

Key areas for any shareholder agreement

This is not a comprehensive list as each situation is different, but it may help you collect the thoughts of all shareholders before you draw up an agreement.

  1. Company details including structure, directors and officers
  2. Purpose and aims of the company
  3. Equity split of shareholders
  4. Parties to the agreement
  5. Shareholders rights, obligations and commitments
  6. Decision making processes on major issues, required voting majorities and day to day operating decisions
  7. Restrictions on the sale of shares
  8. Rights of first refusal and pre-emptive rights to acquire shares on leaving, retirement, death or disability
  9. Death, disability and other retirement compensation payments
  10. Management contracts, director approval and remuneration amounts
  11. Insurance and other protective requirements
  12. Professional advisers and change of professional advisers
  13. Dispute resolution
  14. Changes to and termination of the agreement
  15. Buy out provisions for leaving shareholders
  16. Valuation of shares on changes and valuations of the business

Our view is that a shareholders agreement is an essential document for any limited company and an equitably drafted agreement should provide comfort to all parties to the agreement.

Please talk to us if you need help in planning for an agreement, especially where there are several shareholders, a new company is being formed, a shareholder wants to sell their shares or pass them to their children, someone is nearing retirement, or the company has borrowed money from a shareholder. We can help with share and company valuations and putting the shareholders wishes into an agreement with a local solicitor.

Need more information?

Do you need help with a shareholders agreement for your limited business. We offer a wide range of services which are unique to your business. Our team of chartered accountants have a wealth of experience in a broad range of sectors. Our team work hard to ensure they create smart and effective tax-efficient solutions for start-ups to optimise growth and help them succeed. If you want to learn more about how the team can help or simply want some start-up advice from a trusted accountant do hesitate to contact us. For more information please do hesitate to contact us on 0161 962 1855. Alternatively you can email us using the form below and we will contact you as soon as possible.

Our fantastic team at A&C Chartered Accountants are here to help.

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    By Katie Business News • Tax Advice • Tax News 0 Comments

    Diary of main tax events for February / March 2022

    Please find below the Diary of main tax events for February / March 2022. As always, any questions please do not hesitate to contact our team. We are here to make sure you hit these deadlines and will do everything we can to help you and your business.

    Date What’s Due
    01/02 Corporation tax payment for year to 30/4/21 (unless quarterly instalments apply)
    19/02 PAYE & NIC deductions, and CIS return and tax, for month to 5/02/22 (due 22/02 if you pay electronically)
    28/2 Extended deadline for filing self-assessment tax return for 2020/21 without incurring late filing penalty.
    01/03 Corporation tax payment for year to 31/5/21 (unless quarterly instalments apply)
    19/03 PAYE & NIC deductions, and CIS return and tax, for month to 5/03/22 (due 22/03 if you pay electronically)

    Need more information?

    Do you need further help with the Diary of main tax events for February / March 2022? We are here to help and offer a wide range of services which are unique to your business. Our team of chartered accountants have a wealth of experience in a broad range of sectors, from construction and property to the charity sector. Our team work hard to ensure they create smart and effective tax-efficient solutions for start-ups to optimise growth and help them succeed. If you want to learn more about how the team can help or simply want some start-up advice from a trusted accountant do hesitate to contact us. For more information please do hesitate to contact us on 0161 962 1855. Alternatively you can email us using the form below and we will contact you as soon as possible.

    Our fantastic team at A&C Chartered Accountants are here to help.

    Contact us below

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      By Katie Business Advice • Business News • Tax Advice 0 Comments

      5 tips to help you stick to your new year resolution this year

      5 tips to help you stick to your new year resolution this year:

      According to GoCompare, 23 million Brits made a new year resolution last year. But, on average, a resolution is broken in just seven weeks. Whether you want to improve your health, organise your finances, or reduce your impact on the environment, these five tips can help you reach the end of 2022 on track.

      1. Focus on one resolution

      When you think about the changes you want to make, you may have several different areas you want to improve. However, building skills to secure a new job, increasing the amount of exercise you do, or learning a new hobby all at the same time can be overwhelming. To improve your chances of success, prioritise one area to focus on this year. Once your new resolution has become a habit, you may want to add other goals, but take your time and give each resolution the full attention it deserves.

      2. Make a detailed plan with small steps

      While you may have a single, large goal, it can seem insurmountable. Where possible, break your goal down into smaller chunks and create a detailed plan with a timeline of when you’ll reach each milestone. Remember, you’ve got 12 months to embrace the change you want to make – it’s a marathon, not a sprint. If exercising more is your goal, adding an extra 20 active minutes into your weekly schedule every month can seem a lot less daunting than starting your training programme with workouts every day.

      3. Keep your motivation in mind

      Why have you settled on this resolution? What is motivating you to make this change now? There will likely be times during the year when you want to give up or skip plans in favour of something else, keeping your driving factor in mind can help you retain your focus. Having the bigger picture in mind when you first make your resolution can help keep you going even when you’re struggling.

      4. Track your process

      Have you defined when you’ve reached your goal? Without a measurable target, it can be hard to stay motivated and see the improvements you’re making. By tracking your progress you can see how each small step you’re taking is leading to a bigger change.

      5. Celebrate your successes

      When tracking your progress, don’t forget to celebrate your success. Every small step you take towards a larger goal is important and recognising each milestone can give you a boost to keep going. Whether you give yourself a treat or proudly share an update on social media, recognising the efforts you’re making can improve your mindset and the outcome.

       

       

      Need more information?

      We offer a wide range of services which are unique to your businesses who are just getting going! Our team of chartered accountants have a wealth of experience in a broad range of sectors, from construction and property to the charity sector. Our team work hard to ensure they create smart and effective tax-efficient solutions for start-ups to optimise growth and help them succeed. If you want to learn more about how the team can help or simply want some start-up advice from a trusted accountant do hesitate to contact us. For more information please do hesitate to contact us on 0161 962 1855. Alternatively you can email us using the form below and we will contact you as soon as possible.

      Our fantastic team at A&C Chartered Accountants are here to help.

      Contact us below

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        By Katie Business Advice • Business News • Wealth Planning 0 Comments

        Company buy back of shares as an alternative exit

        Company buy back of shares as an alternative exit:

        Another potential exit for shareholders would be for the company to buy back their shares. This would normally be taxed on the shareholder as a dividend unless certain conditions are satisfied resulting in the payment being taxed as a capital gain.

        Clearly CGT treatment is preferable as the rate could be just 10% compared to up to 38.1% on dividends.

        Consequently, HMRC need to be satisfied that the share buy-back benefits the company’s trade, and a large cash payment may be difficult to justify if that depletes cash flow. With careful planning it may be possible to stage the buy back over a number of years, but it is recommended that you get advance clearance from HMRC to confirm capital treatment.

        Need more information?

        Are you thinking of a Company buy back solution? We offer a wide range of services which are unique to your business. Our team of chartered accountants have a wealth of experience in a broad range of sectors, from construction and property to the charity sector. Our team work hard to ensure they create smart and effective tax-efficient solutions for start-ups to optimise growth and help them succeed. If you want to learn more about how the team can help or simply want some start-up advice from a trusted accountant do hesitate to contact us. For more information please do hesitate to contact us on 0161 962 1855. Alternatively you can email us using the form below and we will contact you as soon as possible.

        Our fantastic team at A&C Chartered Accountants are here to help.

        Contact us below

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          By Katie Business Advice • Business News • Wealth Planning 0 Comments

          Passing on your business to the next generation

          Passing on your business to the next generation:

          If you do not wish to sell your business but are looking to reduce your involvement, you may be considering passing on your business to the next generation, or maybe your management team.

          Where you are passing on the business or some of your shareholding, there are generous tax reliefs that facilitate the transfer of ownership without tax charges arising. These tax reliefs are currently available on the transfer of a trading business although it may also be possible to pass on an interest in an investment business with careful planning. We can of course discuss your plans with you to ensure that you are able to take advantage of all available tax reliefs.

          Need more information?

          Are you passing on your business to the next generation? We offer a wide range of services to help you with this. Our team of chartered accountants have a wealth of experience in a broad range of sectors, from construction and property to the charity sector. Our team work hard to ensure they create smart and effective tax-efficient solutions for start-ups to optimise growth and help them succeed. If you want to learn more about how the team can help or simply want some start-up advice from a trusted accountant do hesitate to contact us. For more information please do hesitate to contact us on 0161 962 1855. Alternatively you can email us using the form below and we will contact you as soon as possible.

          Our fantastic team at A&C Chartered Accountants are here to help.

          Contact us below

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            By Katie Business Advice • Business News • Wealth Planning 0 Comments

            Planning to sell your business in 2022?

            Planning to sell your business in 2022?

            Now that the economy is starting to recover, this could be a good time to think about selling your business. Remember that under the current capital gains rules, the first £1 million of an individual’s gains potentially qualify for a 10% rate of tax, provided business asset disposal relief applies. We can check whether or not you and other business owners qualify for this generous relief. Note that the £1 million limit applies to all disposals during an individual’s lifetime.

            If your business is worth more than £1 million, you might want to consider the transfer of shares to other family members, although they will need to satisfy the conditions for business asset disposal relief for at least 2 years prior to any sale.

            Need more information?

            Are you planning to sell your business in 2022? We offer a wide range of services which are unique to your business. Our team of chartered accountants have a wealth of experience in a broad range of sectors, from construction and property to the charity sector. Our team work hard to ensure they create smart and effective tax-efficient solutions for start-ups to optimise growth and help them succeed. If you want to learn more about how the team can help or simply want some start-up advice from a trusted accountant do hesitate to contact us. For more information please do hesitate to contact us on 0161 962 1855. Alternatively you can email us using the form below and we will contact you as soon as possible.

            Our fantastic team at A&C Chartered Accountants are here to help.

            Contact us below

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              By Katie Business Advice • Business News 0 Comments

              Selling your business to your management team?

              If your family are not interested in taking over your business, have you considered selling the business to your management team?

              In a typical management buy- out the existing management would set up a new company which would then raise finance to acquire your current business, so this is essentially the same as a sale to a third party, except the management team will know quite a bit about your business already. They would still nevertheless need to carry out due diligence and require you to provide warranties and indemnities as in a third party sale.

              An increasingly popular alternative to the classic management buy-out referred to above would be to sell your company to an Employee Share Ownership Trust (ESOT).

              Need more information?

              Have you considered selling the business to your management team? Our team can help and we offer a wide range of services which are unique to your business. Our team of chartered accountants have a wealth of experience in a broad range of sectors, from construction and property to the charity sector. Our team work hard to ensure they create smart and effective tax-efficient solutions for start-ups to optimise growth and help them succeed. If you want to learn more about how the team can help or simply want some start-up advice from a trusted accountant do hesitate to contact us. For more information please do hesitate to contact us on 0161 962 1855. Alternatively you can email us using the form below and we will contact you as soon as possible.

              Our fantastic team at A&C Chartered Accountants are here to help.

              Contact us below

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                By Katie Business News • Tax News 0 Comments

                Longer to pay personal tax

                You now have longer to pay personal tax. 2020/21 income tax, CGT, class 2 and 4 NIC liabilities normally need to be paid by 31 January 2022. However, HMRC have recently announced that provided the tax is paid by 1 April 2022, there will be no penalty, although interest accrues from 1 February 2022 at 2.75%.

                If you need longer to pay, then you will need to agree a payment plan with HMRC.

                Furthermore, HMRC have also put back the tax return deadline. Normally self-assessment tax returns need to submitted by 31 January, otherwise there is an automatic £100 late filing penalty. Don’t panic however, as HMRC have recently announced that provided 2020/21 tax returns are received by the end of February, the late filing penalty will not be applied. Filing late will, however, extend the period during which HMRC may open an enquiry into your return.

                Need more information?

                Do you need help to meet these personal tax deadlines? We offer a wide range of services which are unique to your business and our team of chartered accountants have a wealth of experience in a broad range of sectors, from construction and property to the charity sector. Our team work hard to ensure they create smart and effective tax-efficient solutions for start-ups to optimise growth and help them succeed. If you want to learn more about how the team can help or simply want some start-up advice from a trusted accountant do hesitate to contact us. For more information please do hesitate to contact us on 0161 962 1855. Alternatively you can email us using the form below and we will contact you as soon as possible.

                Our fantastic team at A&C Chartered Accountants are here to help.

                Contact us below

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                  By Katie Business News • COVID-19 • Covid-19 Hub • Tax Advice • Tax News 0 Comments

                  Covid-19 support – HMRC gives Self Assessment taxpayers more time

                  Covid-19 support – HMRC gives Self Assessment taxpayers more time.

                  Thankfully, HMRC recognises the pressure faced this year by Self Assessment taxpayers and their agents. COVID-19 is affecting the capacity of some agents and taxpayers to meet their obligations in time for the 31 January deadline. The penalty waivers give taxpayers who need it more time to complete and file their return online and pay the tax due without worrying about receiving a penalty.

                  HM Revenue and Customs (HMRC) is waiving late filing and late payment penalties for Self Assessment taxpayers for one month – giving them extra time, if they need it, to complete their 2020 to 2021 tax return and pay any tax due.

                  HMRC is encouraging taxpayers to file and pay on time if they can, as the department reveals that, of the 12.2 million taxpayers who need to submit their tax return by 31 January 2022, almost 6.5 million have already done so.

                  The deadline to file and pay remains 31 January 2022. The penalty waivers will mean that:

                  • anyone who cannot file their return by the 31 January deadline will not receive a late filing penalty if they file online by 28 February
                  • anyone who cannot pay their Self Assessment tax by the 31 January deadline will not receive a late payment penalty if they pay their tax in full, or set up a Time to Pay arrangement, by 1 April

                  Interest will be payable from 1 February, as usual, so it is still better to pay on time if possible.

                  Need more information?

                  Are you a Self Assessment taxpayer?

                  We offer a wide range of services which are unique to your business and especially those who are self assessment taxpayers. Our team of chartered accountants have a wealth of experience in a broad range of sectors, from construction and property to the charity sector. Our team work hard to ensure they create smart and effective tax-efficient solutions for start-ups to optimise growth and help them succeed. If you want to learn more about how the team can help or simply want some start-up advice from a trusted accountant do hesitate to contact us. For more information please do hesitate to contact us on 0161 962 1855. Alternatively you can email us using the form below and we will contact you as soon as possible.

                  Our fantastic team at A&C Chartered Accountants are here to help.

                  Contact us below

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