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By Philip Morrison, Franchise Accountants Ltd
IT’S ALL ABOUT STRUCTURE
If you are buying a franchise – what structure will you use to operate your business?
In uncertain and challenging economic climates, the bene?ts of investing in a franchise business are increasingly appealing. Whilst not all franchise business opportunities are the same, the bene?ts of buying into a franchise business with a proven business model, a track record of stable earnings built on good systems and support structures is compelling.
Coupled with the decision to buy a franchise business is the important matter of getting the right structures for your business.
You will need to navigate through various legal and taxation matters to arrive at the most appropriate structure for your business. Some of factors you will need to consider are as follows
Exit planning - start with the end in mind
Take a long term view. Changing structures mid-stream can be costly and have tax disadvantages. Do you have a exit plan or a succession plan? For example, depending on the structure of your business, it may be easy to bring in a new business partner – or extremely complex. If you are considering bringing in someone else in the future, incorporate this into your initial plan. If you plan on eventually selling the business outright, having the right structure in place initially can greatly assist the sale of your business.
Fit - it’s not a one size fits all approach
Your individual circumstances need to be evaluated on a case by case basis. Asking the right questions up front is critical and can save you tax fees and protect your assets. Some franchise systems prescribe what structures are deemed acceptable. These may not always be tax efficient or be the best fit for your personal needs. Dealing with an accountant who specialises in franchises will help you navigate these issues and make the best decisions regarding your particular business.
Risk management - don’t put all your eggs into one basket
Structures that protect your assets are essential. The wrong structure can put not only your business investment at risk but also potentially have a domino effect and put your personal assets at risk as well. Choosing configurations that ‘silo’ your business and personal assets is the recommended course of action. In the unfortunate circumstance your business does collapse, you can limit the liability to the assets of the business and ring fence your personal assets (such as your home) with the right legal parameters in place.
Tax efficiency - being tax smart
Different structures have different tax treatments and tax rates. Navigating the maze of ever changing tax rules and meshing different plans together is complex and requires specialist tax knowledge. The right advice will save you money, tax and protect your assets.
There are various business structures from which you can choose. Some of the more common ones are a sole trader, a partnership, a limited liability company or a trust.
Sole trader
A sole trader is a person trading on their own. The sole trader controls, manages and owns the business. The sole trader is personally entitled to all profits.
Some of the disadvantages include the unlimited personal liability for business debts and the fact that the commercial worl often views sole traders differently. Also, a franchise system may not allow this structure.
As a sole trader you can usually begin the business without following any formal or legal processes to establish it. You may employ other people to help run the business.
Partnership
In a partnership, two or more people run a business together. Each partner shares responsibility for running the business and shares in any profit or loss equally, unless the partnership agreement states otherwise.
One disadvantage of a partnership is that the personal assets of each partner are jointly exposed to partnership creditors. Each is liable for any detb within the partnership. Taking the right advice from an experienced accountant can limit personal assets being exposed.
Many partnerships are established with a formal partnership agreement.
The partnership itself does not pay income tax. Instead, it distributes the partnership income to the partners. The partners then pay tax on their share.
A limited partnership exists as a formal and legal entity in its own right. It is separate from its partners. This can provide limited liability to 'special advice needs to be sought to expand on this further - as to its suitability as a structure.
Companies
A company exists as a formal and legal entity in its own right. The Courts and Inland Revenue treat the shareholder(s) or owner(s) separate from the company. Companies are required to comply with the Companies Act 1993.
The company then owns the assets and liabilities of the business and is responsible for any detbs incurred by the business. The company has limited liability (there can be some exceptions to this).
The most significant disadvantage in operating a business by way of a company is the cost of the incorporation and ongling administration. As a general rule, losses cannot be passed through to the company's shareholders. However, where tax losses are incurred, they may be carried forward under certain conditions.
Trading Trust
A trading trust is set up in a similiar manner to a family trust, except it is operating as providing taxable supplies and services. One of the advantages of a trading trust is it keeps ownership and management of business assets separate from individuals and so helps limit liability. However, trustees may be personally liable for trust debts.
Summary
Getting the right structure for your business circumstances. Specialist advice needs to can minimise your risk, save you tax expense be sought to expand on this further - as to its and protect your assets. Getting it wrong can suitability as a structure. expose your personal and business assets and can result in paying more tax than needed. Each structure has its own tax implications and rules.
Evaluating the best structures requires assessing your personal circumstances and determining the most tax ef?cient planning. Carefully considering your exit plans and risk exposure are also of vital importance. Determining the best option is often a balancing act between choosing a structure that protects your assets whilst also being as tax efficient as possible.
This article is of a general nature and advice should be sought to determine the best structure for your business. Business taxation affairs can be complex and seeking specialist taxation advice from an experienced accountant is strongly recommended.
Philip Morrison is Managing Director of Franchise Accountants Ltd, specialising in the franchise industry. He is a regular contributor of articles in various franchise publications and a conference speaker.
Franchise Accountants Ltd, a chartered accounting practice, provides specialised services, advice and solutions to franchisors, franchisees and potential new franchisees. Clients bene?t from our experience in understanding the unique needs of a franchise business.
For more information please contact: Philip Morrison Phone: 09 265 2657
0800 555 8020 Email: pmorrison@
franchiseaccountants.co.nz Web: www.franchiseaccountants.co.nz
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