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Readers’ forum: Disincorporation

03 December 2019
Issue: 4723 / Categories: Forum & Feedback
Valuation of goodwill on disincorporation of a limited company.

I have a client who is an osteopath. A few years ago she incorporated her business valuing goodwill on a turnover-linked basis that was apparently common in the profession. However she has never liked the discipline that being a company imposes and she would like to disincorporate.

Under the rules in force at the time she paid capital gains tax on the transfer of goodwill into the company and received no deduction for amortisation of goodwill.

If she dissolves the company and carries on trading presumably the company will dispose of the goodwill back to her. Would it then be correct to value it on the same basis she used on entry and treat the result as a capital gain?

I have heard that there are horrible complications on disincorporation but I have never dealt with one...

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