Uncertainty is an unwelcome business partner when a merger or acquisition is being negotiated, especially if a tax risk with an unknown outcome has revealed itself.
Certainty can be restored from the protection offered by tax indemnity insurance. Tax indemnity insurance is a specialist product designed to indemnify the insured for any additional tax that becomes due following a business sale or restructure.
Over recent months we have been involved with cases where vendors have anticipated obstacles to sale and have arranged tax indemnity insurance.
One was concerned about an employee reward scheme which had granted conditional entitlements to key employees. Due to the nature of the tax issue, the vendor’s advisors were unable to obtain any sort of clearance or reassurance from HMRC.
The options were to place part of the agreed sale proceeds in Escrow or to secure tax indemnity insurance to remove concerns over the inherent tax risk and allow the company sale to go ahead, enabling the vendor to receive the full sale proceeds at the time of the transaction.
In another case, the risk centred on the availability of tax allowances which were unclaimed at the point of sale and which had been identified in the sale documents.
By securing a tax indemnity policy the full £1m of sale proceeds will be received immediately upon the sale being finalised, rather than amounts being released over the next six years until 2023, at which point HMRC’s time limit for discovery assessments will have expired.
A tax indemnities policy will normally run for a period agreed between insurers and insured. In direct tax cases this is invariably based around the time limits HMRC has to make discovery assessments.
Tax indemnity insurance can also be the solution where uncertainly surrounds:
- Eligibility to Entrepreneurs Relief
- Inheritance tax on a trust
- Employee Share Schemes
- Status of workers
For further information and help with tax indemnity insurance, please contact Jeremy Leach on 0345 223 2727 or firstname.lastname@example.org