BIM33735 - Business successions: example of an acquisition

Sole trader Mrs C sells her business to an unconnected company, Company W, for £400,000 on 23 June 20X2. She sells all of the assets and liabilities of the business except cash in hand and the bank account. Her balance sheet on 31 May 20X2 showed:

Liabilities	-	Assets	-
Employees’ bonuses	£60,000	Cash in hand	£146
Creditors	£313,689	Debtors	£239,000
Bank	£107,000	Stock & work in progress	£84,392
Capital account	£92,849	Car pool	£52,000
-	-	Plant & machinery	£198,000

Company W considers that the fair values are:

-	-
Employees’ bonuses	£60,000, as it has taken over their contracts
Creditors	£313,689 as it has taken over the liability to pay suppliers
Onerous rental	£50,000, as it intends to move the business to its own premises as part of a reorganisation and has had to take over the existing lease
Debtors	£200,000 as some may be doubtful
Stock	£160,000 fair value
Car pool	£40,000 fair value
Plant & machinery	£200,000

The accounts of Company W show the goodwill as £223,689 but the accounting is questionable.

They have accounted as:

-	Amount	Amount	Amount
Purchase consideration paid	-	-	£400,000
Assets acquired	-	-	-
Debtors	£200,000	-	-
Stock	£160,000	-	-
Cars	£40,000	-	-
P&M	£200,000	£600,000	-
Liabilities	-	-	-
Bonuses	£60,000	-	-
Onerous contract	£50,000	-	-
Creditors	£313,689	£423,689	-
Fair value of net assets	-	-	£176,311
Positive goodwill	-	-	£223,689

Employees bonuses

Company W is not due any deduction for the employees’ bonuses which are included in the provision when it meets the liability. The monetary value of that provision was part of the capital consideration for the business. In addition, we can assume that Mrs C has already had a deduction for this sum in computing her accounts for the year ended 31 May 20X2, although S36 Income Tax (Trading and Other Income) Act 2005 (ITTOIA 2005) (see BIM47130) may be in point here.

The accountancy treatment for Company W when it pays the bonuses would be to debit the bonus provision and credit cash with the amount paid. This accounting method will produce the right result for tax purposes so no tax computation adjustment will be necessary.

Creditors

Company W is showing the same amount as the earlier balance sheet. No adjustment is needed in any tax computation.

Onerous rental contract

This provision should not have been made as part of the ‘fair value at acquisition’ calculation. At the date of purchase the lease wasn’t onerous. If Mrs C had continued in business she would have continued to use the premises. The lease became onerous as a result of Company W’s decision to reorganise after the acquisition. The calculation looks only at assets and liabilities that existed at the date of acquisition.

The amount of the liability of £50,000 should be removed from the calculation, increasing the value of goodwill to £273,689.

The correct treatment, assuming that Company W did have leased premises which were surplus to its requirements and which it could not sublet to cover its costs would be to consider whether a provision should be made under FRS 102 Section 21 Provisions and Contingencies (or equivalent standards under other accounting frameworks). If a provision could be correctly calculated in accordance with GAAP the debit to the profit and loss account would usually be allowable subject to the overriding capital/revenue distinction (BIM46540). When provisions are made in a continuing business for allowable revenue expenditure, and are debited to the profit and loss account then they are allowable deductions, BIM46500 onwards.

In this case a tax computation adjustment would be necessary to allow the deduction for the provision because the accounts were not computed correctly in accordance with GAAP. The amended value for goodwill should also be agreed.

If Company W were to acquire a lease that had been granted for 35 years or more and met the conditions at 270DD CAA2001 (see CA90800), then they may be able to claim Structures and Buildings Allowance if entitlement to such a claim was established by way of an allowance statement (see CA94650) 

Stock

Mrs C’s balance sheet is showing stock at her estimate of the lower of cost or market value whereas Company W is showing the fair value of the stock, which it has valued at current market value, as it is both a buyer and seller of that type of stock. S176 ITTOIA 2005 applies to Mrs C and S169 Corporation Tax Act 2009 applies to Company W. As the business sale agreement did not identify a specified amount for stock then both the vendor and the purchaser should use the fair value amount. Mrs C’s cessation accounts should show proceeds of £160,000 for stock.

Debtors

No immediate tax computation adjustment is needed for Company W. It has acquired the debtors as part of the capital transaction which was the purchase of a business.

Car pool and plant and machinery

Capital allowances are due on the apportioned acquisition cost.

Goodwill

The sale of goodwill by Mrs C is currently within the capital gains regime, see CG68000 onwards. In the hands of Company W the goodwill is dealt with under the Corporation Tax intangible assets regime, see CIRD10000 onwards.