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When it comes to preparing for a business sale tax due diligence might appear to be an afterthought. Tax due diligence results can be crucial to the success or failure of a business transaction.
A thorough examination of tax laws and regulations can identify potentially deal-breaking issues before they become a problem. These can be anything from the fundamental complexity of a company’s tax structure to the nuances of international compliance.
The tax due diligence process also considers whether a business is able to establish tax-paying presence in other countries. For example, an office in a foreign jurisdiction can result in local country income and excise taxes, and even though there’s a treaty between US and the foreign jurisdiction may mitigate the effect, it’s essential to recognize the tax risk and opportunities proactively.
As part of the tax due diligence process We analyze the planned deal and the company’s prior disposal and acquisition activities and review the documentation on transfer pricing for the company and any international compliance issues (including FBAR filings). This includes assessing the tax basis of liabilities and assets and identifying tax-related attributes that could be used to boost the value.
For instance, a company’s tax deductions could be higher than its taxable income, resulting in net operating losses (NOLs). Due diligence can be used to determine if these NOLs can be realized and whether they can either be transferred to a new owner as tax-free carryforwards or used to lower the tax liability after a sale. Unclaimed property compliance is a different tax due diligence issue. Although it is not a specific tax subject the state, tax authorities are increasingly scrutinized in this field.