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Assessable Assets from Private Companies & Unlisted Public Companies
Method of valuation
While the new rules for trusts and companies have largely replaced methods of valuing shares, an acceptable method is still required where:
- persons have shareholdings in companies that are not covered by the new rules, or
- assessment decisions need to be made in relation to a person's entitlements before the introduction of the new rules on 1 January 2002.
Shares in private companies & unlisted public companies
A share in a private company or unlisted public company is an assessable asset and needs to be valued for assets test purposes. The assets owned by the company, however, are not the property of the shareholder and therefore are not assessed as an asset of the person.
Valuation of shares
There are three accepted methods of valuing shares in private companies or unlisted public companies:
- where a market exists - the market value,
- where a market for these shares does not exist - the 'net asset backing' method, or
- if there is no market for the shares, and it is inappropriate to use the 'net asset backing' method - some other value (see following instructions).
When a market exists
A market exists where there is:
- a willing, but not over anxious buyer,
- a willing, but not over anxious seller, and
- both parties are operating at arms length from one another and not subject to undue influence.
Generally, it will be rare for an effective market to exist for private companies or large unlisted public companies. However, such markets have operated:
- on exempt stock exchanges operating mainly in larger regional centres,
- through a stockbroker willing to 'make' a market in a particular company's shares,
- through the company itself (but note, such a market must be free of restrictions on sale), or
- where 2 individuals meeting the above criteria exist.
The person should provide the necessary evidence that a market exists for a particular company's shares.
The 'net asset backing' method
Where no market exists private company and unlisted public company shares are valued by calculating the 'net asset backing' per share if they carry rights to participation in capital distributions, as shown in the company's Articles of Association or Company Constitution. The net asset backing method of valuation of shares in a private company is used because it provides a consistent basis for assessment of the value of all private companies. It is also less complex than other methods to administer. The company's Articles of Association outline the special rights or restrictions attached to a particular class of shares issued by the company.
Exception: If the shares do not carry rights to participate in capital distribution, or in certain other cases, other methods of valuing the shares are used (see additional instructions below).
What does the 'net asset backing' method calculate?
The net asset backing method of valuation of shares in private companies and unlisted public companies calculates the:
- adjusted net asset position of the company, by deducting the company's liabilities from the current market value of its assets, and
- assessable value of the shares, by determining the amount of surplus capital that would accrue to each share if the company was wound-up.
This calculation is based on information contained in the company balance sheet and depreciation schedule. Because the balance sheet of a company records the value of fixed assets at their historical cost, adjustments may be needed to reflect the current market value of these assets.
When the adjusted net asset position of a company has been determined:
- capital is first returned to shares which do not carry the right to participate in the distribution of surplus capital on wind-up, and
- then all remaining net capital is divided between the shares which do carry the right to participate in the distribution of excess capital on wind-up.
This calculation is based on information contained in the company balance sheet and depreciation schedule.
Alternative valuation methods
Alternative methods include (but are not limited to):
- the last sale price, where the last sale was free of undue influence, or
- where the shares could be called away, the amount paid, or potentially could be paid, to the person when the call is made.
The method should be based on the circumstances of each case.
When deprivation provisions apply
Deprivation provisions apply if the person influenced a private company's action to:
- issue further shares at their nominal value (normally $1.00) (see explanation), or
- dispose of assets for less than their value and this reduces the value of a person's share(s) in the company.
A person's influence should be assumed as a matter of course if the person, and/or their partner:
- owns a majority of the issued shares of the company, or
- hold shares with powers such as voting rights, which provide them with the ability to control the company's operation.
Company in receivership
If a company is in receivership, the assessable asset value of the shares owned, or loans owed, should continue to be assessed as though the company were still managed by the directors.
Company in liquidation
If a company is in liquidation, assets to be maintained should be assessed on the basis of the projected payout to be provided by the liquidator. If a person advises that they have forgone repayment of a loan, or voluntarily agreed to receive a repayment of a lesser proportion of their loan than other unsecured creditors, deprivation provisions may apply. However, consideration should also be given to the circumstances in which a loan no longer exists for income support purposes.
Company has the same meaning as in the Income Tax Assessment Act 1997.
The net asset backing method provides the least complex and consistent basis for assessing the value of private companies. The method values the shares in a private company by calculating the:
- adjusted net asset position of the company, by deducting company liabilities from the current market value of the assets, and
- assessable value of shares by determining the amount of surplus capital that would accrue to each share if wound-up.
The calculation is based upon information in the company balance sheet and depreciation schedule taking into consideration the current market value rather than the historical value as may appear in the balance sheet.
The market value of an asset is the point at which a willing purchaser and a willing, but not anxious vendor, would reach agreement.
The market value of an asset is only decreased by the value of an encumbrance secured against it. The market value of an asset is not reduced by any costs which may be incurred if the asset was to be sold.
Company has the same meaning as in the Income Tax Assessment Act 1997.
Control includes control as a result of, or by means of, trusts, agreements, arrangements, understandings and practices, whether or not having legal or equitable force and whether or not based on legal or equitable rights.