Business Succession Planning

Transcription

1 Business Succession Planning Khanh-Vy Ho Regional Sales Manager

2 Business People...are just people 2

3 When does a business partnership end? Death Disablement Illness Boredom Retirement Performance Loss of license 3

4 Great client questions (and answers) What is your business succession plan? Do you have a business agreement? What does it say about succession? 4

5 Key Scenarios To Pose Accident Retire Lack of performance Disagreements 5

6 The solution To put in place a comprehensive agreement to cover all of this Voluntary exit Forced Exit Involuntary Exit 6

7 Buy/Sell Agreement Trigger events that can be funded by insurance Value, CGT, loans, formula, top up if insurance is not enough (always put in CGT and the full value of the loans) 7

8 Exit Agreement Sale price Market value / formula? Voluntary exit usually works on an 80% market value Fraud and bankruptcy work on 50% A discounted value depends on the reason for the exit No discount for retirement, ill health (that there is no insurance for) How it will be funded : upfront, borrowings, over time based on business cashflow Whether loans are to be written of (internal loans) External loans (personal guarantees are joint and several) : best endeavours clause to renegotiate with the bank : get on front foot Restraint of trade clause 8

9 Business Insurances Loan cover Key Person Buy Sell Net value Debt 9 04-Apr-14

10 Business Insurances Loan cover Key Person Buy Sell Net value Debt Apr-14

11 Business Insurances Loan cover Key Person Buy Sell 1 transfer of share 2 - funding Net value Debt Apr-14

12 Business Insurance Facts 12

13 The opportunity for business insurance The Australian Small Business Market for Financial Services: 2010 conducted by the Cameron Research Group Pty Ltd Survey of Small businesses employing up to 50 full time staff Focus group discussions Telephone surveys (750) 10 th study since 1992 (most < 5 full time staff) Apr-14

14 The opportunity for business insurance Loan Protection 77% of small business owners (SBOs) that have debt have heard of Loan Protection But only 17% of them have cover So 83% of SBOs with loans are unprotected Small Business Owners No Loan Cover, 83% 04-Apr-14 14

15 The opportunity for business insurance Buy/Sell (where >1 owner) 45% of small business owners (SBOs) have heard of Buy/Sell cover But only 13% of them have cover So 87% of SBOs have no Buy/Sell Cover Small Business Owners No Buy/Sell Cover, 87% 04-Apr-14 15

16 The opportunity for business insurance Personal Cover 100% of SBOs have heard of Life Insurance But only 65% of them have cover Small Business Owners Have no Life Cover, 35% 16

17 The opportunity for business insurance TPD 95% of small business owners (SBOs) have heard of TPD cover But only 43% of them have cover So 57% of SBOs have no TPD cover to protect business interests or themselves Small Business Owners No TPD Cover, 57% 17

18 The opportunity for business insurance Income Protection 98% of small business owners (SBOs) have heard of Income Protection cover But only 43% of them have cover So 57% of SBOs have no Income Protection Cover Small Business Owners No Income Protection, 57% 18

19 The opportunity for business insurance Key Person 47% of small business owners (SBOs) have heard of Key Person cover But only 9% of them have cover So 91% of SBOs have no Key Person protection Small Business Owners No Key Person Cover, 91% 19

20 The opportunity for business insurance Trauma 83% of small business owners (SBOs) have heard of Trauma cover But only 24% of them have cover So 76% of SBOs have no Trauma Cover Small Business Owners No Trauma Cover, 76% 04-Apr-14 20

21 Trauma in a Buy/Sell What is the effect of an owner suffering a trauma? If fully affecting their capacity If partially affecting their capacity What is the impact over a period of time (months) Consider the interaction with and the need in respect to income cover 6/9/12 months? Trauma Performance hurdle Apr-14

22 The agreement discussion points Common clauses that can be introduced early in client discussions: Proceeds that exceed the share of business value Dealing with a shortfall (significant versus minimal) Dealing with uninsurable outcomes (no insurance in place, or can t get cover) Dealing with partial payments, or advance payments Apr-14

23 Uninsurable events, uninsurable lives Buy-sell agreements may include non-insurance related events, or these may form a separate agreement Regardless, events are either: underinsured, insured appropriately, or overinsured Cover level overinsured appropriate underinsured Equity share Apr-14

24 Zurich Resources 24

25 Ownership : Self or Bare Trust The main consideration is to ensure the right person, gets the right amount of money at the right time. Self-ownership Personal Insurance Trusts alleviates CGT issues 25

26 Cross Ownership 26

27 Business Owned (and funded) 27

28 SMSF Owned 28

29 Premiums and Other Issues 29

30 Calculating Cover 30

31 Underwriting Principles & Succession Planning Determined by: Valuation of the Business, % of the business, the life insured owns (see example). 31

32 How Do You Value The Business? An integral part of the Business Succession Plan is the valuation process. However, whichever method is used, the insurance funding should be reviewed on an annual basis to ensure it reflects the market value of the owners business interests. Valuation Formula Usually the valuation formula focuses on providing a means of calculating the current market value of the business, taking into account: The type of business Assets in the business Equity component of the business Industry type Key people Business history Analysis of the risks associated with the business The most efficient way to establish the market value of the business is to seek the assistance of the businesses accountant. 32

33 Key Person 33

34 Purpose of the Agreement Is the Legal Framework that ensures that the Succession Plans actually take place. Incorporates 2 components: - Disposal Mechanism: who (parties to the agreement), what (interest being disposed of), when (trigger event), how much (value of the business) - Funding Mechanism: - What method will achieve these outcomes i.e. Insurance policies 34

35 Tax 35

36 Key Person Key person can be for revenue or capital purpose Purpose Owner/payer Insurance Tax treatment of proceeds Tax treatment of premium Key Person (revenue) Key Person (Capital) Business/Business Term TPD Trauma Assessable Business/Business Term Not Assessable* TPD Trauma Assessable as capital gain (unless benefit is paid to insured, spouse or relative) Deductible Not Deductible 36

37 Buy/Sell : summary Tax Treatment of Different Insurance Policies Policy Type Purpose Premiums Proceeds Cash value Life Capital Non Deductable Non Assessable Trauma Capital Non Deductable Non Assessable Guarantor Capital (repay company loan) Non Deductable Non Assessable 37

38 Capital Gains Tax - Implications Are life Insurance policies treated as an Asset? Life insurance policy proceeds (both cash value and sum insured) are exempt from CGT under section ITAA97. However, s ITAA97 says that CGT does apply if both of the following conditions are met: 1. The owner is not the original beneficial owner 2. This person is paid money or other consideration so that someone else acquires the rights or interests in the policy. Disposal of a life policy includes the payment of the sum insured, the transfer or assignment of policy ownership, and payment of the cash value. 38

39 What Is An Original Beneficial Owner The commissioner, in Tax Determination TD94/31 states that: The original beneficial owner is the first person who, at the time the policy is effected, holds the rights or interest; and possesses all the normal incidents of beneficial ownership, for example, who is entitled to the benefits of the policy proceeds and has the power of management and control over the policy, as well as the power to transfer, grant as security, surrender or otherwise dispose of the policy. 39

40 A few parting points The legal relationship is critical Work with a lawyer that you can engage with Get to know their approach for key buy-sell clauses underinsurance, scheduled payments for buy-out, trauma hurdles Integrate these aspects into your early client discussions Complex issues can (and must) be communicated in simple ways And remember Although we are dealing with business people They are actually people in business Apr-14

41 Zurich Resources 41

42 Disclaimer The information in this presentation is of a general nature only and does not take into account your personal needs, objectives or current situation. Except as required by law, the Zurich Financial Services Australia Limited Group, its entities, directors and employees do not accept any liability for any person acting, or refraining from acting, as a result of material in this presentation. The people referred to in the case study are not real. Any similarities between people, places and events is purely coincidental. We strongly recommend that you seek professional financial advice before making any decision regarding your personal insurance needs. You should consider the Zurich Wealth Protection Product Disclosure Statement (PDS) in deciding whether to acquire, hold or dispose of any Zurich Insurance policy. This is available from your financial adviser or by calling Zurich on