Wits Course in Corporate Transaction Tax: Company Formations, Shareholder Withdrawals and Terminations

Date: Jan 29, 2020 - Jun 30, 2020

Application fee: R450.00

Once-off: R11,500.00

Lecturer: Mike Benetello CA(SA)

This course focuses on corporate taxation with a specific focus on shareholder/share level transactions, covering shareholder formations, dividends and other ongoing withdrawals to shareholders as well as outgoing payments on company termination. While the main focus is on taxation, relevant company law and commercial concepts will be covered in a business context.

Course Format 

The course will run over 12 consecutive weeks, including 8 lectures, 2 assignments and a formal exam. 

Course Delivery and Accreditation

The course is delivered by The Tax Faculty in association with and accredited by the University of the Witwatersrand.

Coming soon January 2020.

Course Programme

Lecture 1: Basic company commercial law and taxation

  • Nature of a company under the Companies Act and general commercial law

  • Limited liability

    • Commercial importance

    • Potential for piercing

  • Dual system of company and shareholder taxation

  • Types of companies

  • Note on partnerships and trusts

Lecture 2: Company formations

  • Taxable formations

  • Rollover formations

    • Basic qualifying criteria

    • Tax impact

    • Subsequent transactions

  • Securities transfer tax

  • Company law considerations

Lecture 3: Lifetime company distributions (ordinary shares)

  • Dividends versus capital distributions

    • Tax law definitions

    • Company law considerations

  • Tax impact of cash dividends

  • Tax impact of cash capital distributions

  • Tax impact of in specie dividends and capital distributions

  • Tax-free distributions

  • Deemed dividends

Lecture 4: Shareholder loans and owner-manager salaries

  • Shareholder loans

    • Initial loan

    • Interest payments and capital repayments

    • Debt-equity considerations

      • Commercial and common law principles

      • Typical hybrid debt

  • Owner-manager remuneration

    • Standard salary and bonuses

    • Excessive salaries

    • Fringe benefits

      • Company vehicles

      • Entertainment

      • General personal uses of corporate funds

      • Gifts to family members

Lecture 5: Special shareholder considerations

  • Buy-backs and redemptions

  • Share reshufflings

    • New share issues

    • Share recapitalisations

  • Preference shares versus equity shares

    • Tax and company law definitions

    • Tax consequences

  • Connected person anti-avoidance rules

Lecture 6: Liquidations, terminations and wind-ups

  • Company law considerations

    • Shareholder protections

    • Creditor protections

    • Distinction between types

  • Tax impact

    • Income Tax Act – Shareholder-level considerations

    • Income Tax Act – Company-level considerations

    • Indirect taxes

  • Debts

    • Cessation of legal claims

    • SARS collection rights

Flexible Payment Options

Payment option 1: Once-off payment 

R11 500.00 (incl. VAT)

Payment option 2: Debit order

Application fee (non-refundable): R450.00 (incl. VAT)

3 instalments: R4 250.00 per month (incl. VAT)

Payments and cancellations

  • All required minimum payments must be made by direct EFT or by credit card before the commencement of a course (unless paying by debit order).

  • Should debit order payment terms not be adhered to, legal action will be taken.

  • Should payment not reflect on The Tax Faculty’s bank statement, proof of payment may be requested in order to grant access.

  • Only written notice of cancellation will be accepted. Conditions:

    • If the cancellation is requested more than 10 working days prior to the course, no cancellation fee will be applicable.

    • If the cancellation occurs less than 10 working days prior to the event a 100% cancellation fee will be applicable.

    • Course application fee is non-refundable.

  • Students who register for a course and fail to attend will be held liable for the full course fee.

  • The Tax Faculty’s liability in the case of a course being cancelled will be limited to a refund of the course fee.

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