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In this episode, Paula talks about the different tax considerations related to Share Buybacks for companies, and the reliefs available when a company deftly manages whether CGT or Income Tax is required in each scenario.
Topics Covered:
Overview of Share Buyback
- General explanation of share buyback.
- Context in exams - a case study where a company buys back shares.
Income Tax vs. Capital Gains Tax (CGT) Treatment
- Default treatment as an income tax event under schedule F.
- Preferable treatment as a CGT event and why (lower tax rate at 33%, CGT reliefs).
Conditions for CGT Treatment
- The company must be a trading company or a holding company of a subsidiary.
- Shares must be in an unquoted company.
- Shares must have been held for five years by an Irish resident individual.
- Redemption must be for the benefit of trade.
- Substantial reduction in the shareholder's interest (25% reduction, shares 30% or less post-redemption).
Examiner's Indicators
- Recognizing share buyback questions in exam cases (e.g., shareholders not getting along, detrimental to the company).
Tax Reliefs for Qualifying Shareholders
- Entrepreneurial relief and retirement relief.
- Potential to pay no tax on share buyback.
Treatment for Non-Qualifying Shareholders
- Taxed under schedule F.
- Tax calculation: agreed buyback price minus nominal value of shares.
- Rate of tax at marginal rate.
- Withholding tax at 25% by the company.
Special Considerations
- Distinction from close company transactions.
- Capital loss for those taxed under income tax.
Company's Perspective on Share Buyback
- Potential stamp duty liability.
- No stamp duty if shares are converted to redeemable preference shares first.
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