The husband and wife had retired, their business had finished, andthey wanted to close their company and move on.
That seemed like the logical next step.
But before extracting the remaining money and closing the company,we looked at what was still sitting inside it.
The company had approximately $800,000 in retained earnings,together with sufficient franking credits accumulated from company tax paidover the years.
Rather than simply taking everything out immediately, we comparedtwo different strategies:
Extract the accumulated profits now — or progressively distributethem during retirement?
Under our modelling, the difference between those two approacheswas approximately $196,000.
Retirement changed the equation
While the husband and wife were working, they had higher levels ofpersonal taxable income.
Now they were retired and expected their taxable incomes to besubstantially lower.
That mattered because eligible Australian-resident shareholdersreceiving fully franked dividends generally include both the dividend andassociated franking credit in their assessable income, while receiving acorresponding tax offset for the franking credit.
Where eligible individuals have excess franking credits aftertheir tax liability is calculated, those excess credits may be refundable.
So instead of looking only at the company's $800,000 ofaccumulated profits, we modelled the company and shareholders together.
Approximately $126,000 of tax versus approximately $70,000 ofrefunds
Under our modelling, extracting approximately $800,000 ofaccumulated profits in one financial year could result in approximately $126,000of combined net personal tax forthe husband and wife.
We then modelled an alternative.
Rather than extracting everything immediately, the company couldpotentially remain in place for approximately five years while fully frankeddividends were progressively paid to the shareholders during retirement.
Assuming the husband and wife had no other taxable income, our projectionsindicated that this approach could potentially produce approximately $14,000in combined ATO refunds each year, or around $70,000over five years.
The projected difference between the two strategies was thereforeapproximately:
$196,000.
This wasn't about finding another deduction or somehow avoidingthe company tax that had already been paid.
It was about when the accumulated profits reached theshareholders and how the available franking credits could potentially beutilised during lower-income retirement years.
Closing the business and closing the company are differentdecisions
Once a business stops operating, it's natural to want to cleaneverything up: take out the remaining money, close the bank accounts andderegister the company.
But where a company has substantial accumulated profits andfranking credits, those steps shouldn't automatically happen together.
For these clients, we considered a plannedfive-year exit, progressively distributing accumulated profitsduring retirement and reviewing the position each year as their circumstanceschanged.
Once the accumulated profits had been substantially extracted, thecompany could then be considered for closure after reviewing its remainingassets, liabilities, franking account and other tax consequences.
The business may have been finished.
The tax planning wasn't.
Before closing a company with substantial retained profits, thebetter question may not be:
“How quickly can we close it?”
It may be:
“What's the most tax-effective way to extract the accumulatedprofits first?”
For these clients, modelling that question produced a potentialdifference of approximately $196,000 between the two strategiesconsidered.
This case study has been generalised and certaindetails have been changed to protect client and business confidentiality.General information only. Figures are illustrative and based on the assumptionsused in this case study, including approximately $800,000 of retained profits,sufficient franking credits, eligible Australian-resident individualshareholders and no other taxable income during the projected five-yeardistribution period. Actual outcomes depend on the company's distributableprofits and franking account, shareholder circumstances, other income, Medicarelevy and applicable tax and integrity rules. Liquidation and company wind-updistributions can have different tax consequences and should be specificallyreviewed before a company is wound up or deregistered.
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