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Accounting for share acquisitions + cash placing

Accounting and tax implications of a proposed acquisition and share issuance structure

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Greetings all and thank you in advance for any kind technical advice you may be able to provide.

My client is an Irish company currently owned 95%/5% by two shareholders.  My client is seeking to acquire 3 non-Irish companies at their book values of respectively [500,000], [10,000] and [10,000] Euro, with shares issued to the two shareholders (who own all 3 companies) according to a term sheet which subsequently provides for the issuance of additional shares to new shareholders in the Irish company for cash.

I believe that the accounting entry for Stage 1 of this transaction in the books of the Irish company is Dr FAI, Cr Share Capital, Cr Share Premium (to the extent of the FAI book valuation less Share Capital issued).  Is this correct?

Subsequently, in Stage 2, the Irish company will issue shares for cash to new shareholders at an agreed valuation for the Irish company of [12m] Euro (consistent with the term sheet that has been entered into by the existing and new shareholders of the Irish company).

In this Stage 2, I believe that the accounting entry for this transaction in the books of the Irish company is Dr Cash, Cr Share Capital, Cr Share Premium (to the extent of the cash invested less Share Capital issued).  Is this correct?

Main question - I cannot see myself that the second of these two events should give rise to any adverse accounting implication or book accounting revaluation of the acquisitions undertaken in Stage 1, nor should these two events create in themselves any tax liability within the Irish company.  However I should be most grateful if anyone has a different perspective, and if so how best to mitigate any adverse implications from what is proposed.

Many thanks in advance for your consideration and responses.

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24th Jun 2019 21:56

Surely with those kind of sums there are accountants and tax advisers involved?? I can't believe anyone would embark on transactions like that based on "help" from (UK) internet randoms - especially in relation to potential Irish tax matters!

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25th Jun 2019 16:53

Thank you for your response. Of course professional advice of whatever specialist type is always available (and we have engaged excellent corporate lawyers), but in sourcing and defining exactly what advice what may be required it's useful to have a strong sense of what is the right answer before doing so, in order to avoid paying large sums of money to specialist advisers when in fact there may be no need to do so at all! So I thought it worthwhile to put out on this forum and evaluate any helpful responses.

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