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Venture Capital Limited Partnerships – Will the Money Flow?

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Venture Capital Limited Partnerships – Will the Money Flow? JANUARY 2003 PRIVATE EQUITY Venture capital limited Inside: partnerships – will the The new Acts go a money fl ow? long way to redress Senior Associates Gerry Cawson and Judith Taylor from our the imbalance in tax private equity team consider the new tax concessions relating to venture capital investments in Australia. treatment that existed A boost to venture capital between Australia and On 15 October 2001, the Federal Government announced a major new initiative aimed alternative markets at encouraging private equity investments into Australia. Two new Acts, the Venture Capital Act 2002 (VC Act) and the Taxation Laws Amendment (Venture Capital) Act 2002 (Tax Act) received Royal Assent on 19 December 2002. The tax concessions in those Acts have effect from 1 July 2002. The Australian venture capital industry is likely to be pleased with the measures contained in this legislation, which is the fi rst step in the fulfi lment of the Government’s election promise to create a world’s best-practice investment vehicle for private equity investments. Your publication: The Australian Venture Capital Association (AVCAL) has suggested that an additional $1 billion of foreign investment may be attracted to Australia as a result of these initiatives. If you would prefer to receive our publications in electronic Background format, please email: [email protected] Previously, the only tax concession for venture capital investments was an income and capital gains tax exemption for direct investments in certain Australian companies and fi xed trusts by foreign superannuation funds of a limited number of specifi ed countries. www.aar.com.au VISIT OUR WEB SITE A major obstacle to attracting foreign venture capital investment has been the treatment TO READ ALL FOCUS EDITIONS of limited partnerships as companies for Australian tax purposes. Limited partnerships are favoured internationally as investment vehicles for venture capital investments, and generally enjoy fl ow-through taxation treatment overseas. 1 JANUARY 2003 Proposed tax concessions • it is at risk (ie not subject to a mechanism to maintain value or ensure profi ts); and The existing exemption for certain foreign superannuation funds has been retained in its current • the investee company satisfi es the following form. In addition, the new rules: requirements: (a) Australian nexus test – the company must be • allow certain non-resident investors a tax exemption an Australian resident and, at the time of the for profi ts and gains from disposals (through certain investment, and for 12 months afterwards, it must limited partnerships and, in some cases, directly) of have more than 50% of its employees working ‘eligible venture capital investments’; and in Australia and more than 50% of its assets by • allow fl ow-through taxation treatment to limited value located in Australia. partnerships that qualify as: (b) Activities test – the company’s primary activity • ‘venture capital limited partnerships’ (VCLPs), must not involve property development or • ‘Australian venture capital funds of funds’ (AFOFs); land ownership, the provision of certain or fi nancial services, insurance, construction or the acquisition of infrastructure activities or • ‘venture capital management partnerships’ (VCMP). investments that generate passive income This is a major change from the regime for the such as interest, rents, dividends etc (although taxation of limited partnerships, which are ordinarily there is a specifi c exemption for investments taxed as companies under Australian law and should in certain foreign holding companies which be benefi cial for both non-resident and Australian wholly own Australian resident companies that resident investors, by allowing those investors to satisfy the ‘eligible venture capital investment’ claim deductions for capped amounts of partnership requirements). losses. (c) Investments in other entities – the company The new rules also: must not invest in any other entity unless that • have the effect that the carried interest in a VCLP, other entity is a connected entity of the investee AFOF or VCMP is taxed on capital account, rather company which also satisfi es the criteria for an than on revenue account, or as a fringe benefi t. eligible venture capital investment. This is a signifi cant concession for general partners. (d) Registered auditor – the company must retain an In particular, certain managers are entitled to treat Australian registered company auditor. the capital gain as a discount capital gain. This (e) Permitted entity value – the value of the measure is intended to assist investors, by aligning gross assets of the company and any connected the interests of managers with those of the investors. entity immediately before a proposed investment Eligible venture capital must not exceed $250 million. The asset value investments will be that shown in the company’s last audited accounts (which must be for a period ending less The new tax exemptions apply to profi ts and gains in than 18 months before the time of the proposed respect of disposals or other realisations of ‘eligible investment), or if there are no such audited venture capital investments’. accounts, an audited statement no more than 12 months old. An investment is an ‘eligible venture capital (f) No listing – the company must not be listed at the investment’ if: time of the investment by the limited partnership • it consists of shares, or options (including warrants) (or, if it is listed, must cease to be listed within 12 to acquire its shares, issued by a company (provided months of the investment). This provision allows that the shares or options do not constitute ‘debt for the possibility of public-to-private transactions interests’ for tax purposes); in the future, although the ‘permitted entity value’ • where the investor is a VCLP or an AFOF, its criteria might, in some cases, prevent such interests (both equity and debt) in that investee transactions. company (and in any connected entities of the The Tax Act recognises that an exit from an eligible investee company), represent less than 30% of the venture capital investment may be by means of limited partnership’s committed capital; scrip consideration and provides that, in certain 2 circumstances, shares acquired as consideration for VCLPs the transfer of an ‘eligible venture capital investment’ A limited partnership may apply to the PDF Board for (consisting of shares) will also be treated as ‘eligible registration as a VCLP if it meets certain qualifying venture capital investments’. Any gain from the criteria, summarised below: subsequent disposal of the shares acquired in the scrip-for-scrip exchange would itself be exempt from • the limited partnership must be formed in Australia or tax for relevant investors, even though the company under the laws of a specifi ed country; in which those shares are held does not, itself, satisfy • each of its general partners must be a resident of the requirements for being an investee company. This Australia or a specifi ed country; would only apply to the fi rst scrip-for-scrip transaction • the partnership must have a minimum life of at least in relation to a particular investment. The scrip-for- fi ve years and a maximum life of no more than 15 scrip concession does not seem to be intended to also years; apply to options that qualify as ‘eligible venture capital investments’. • the partnership must have a minimum committed capital of at least $20 million; and New exemption for certain • the partnership’s only activities must be investing in direct investments ‘eligible venture capital investments’, which cannot be debt interests unless these are ‘permitted loans’ Capital gains and profi ts from disposals of direct (as defi ned). investments in ‘eligible venture capital investments’ (as defi ned above) by ‘eligible venture capital investors’ AFOFs are exempt from Australian tax. A limited partnership may apply to the PDF Board for To qualify as an eligible venture capital investor, an registration as an AFOF if it meets certain qualifying entity must: criteria, summarised below: • be registered as such with the PDF Board; and • the limited partnership must be formed under the law • be a ‘tax-exempt non-resident’. of an Australian state or territory; ‘Tax-exempt non-residents’ are foreign residents of • each general partner must be a resident of Australia; Canada, France, Germany, Japan, the United Kingdom • the partnership must have a minimum life of at least or the United States (the specifi ed countries), or any fi ve years and a maximum life of no more than 20 other country prescribed by the regulations whose years; income is exempt, or ‘effectively exempt’, from taxation • the partnership’s only activities must be investments in the entity’s country of residence. in VCLPs or eligible venture capital investments in which a VCLP (in which the AFOF is a partner) also New exemption for investors holds an investment; and in VCLPs and AFOFs • as with a VCLP, an AFOF may not hold debt In addition to the exemption for direct investments by interests unless they are ‘permitted loans’ (as ‘eligible venture capital investors’ discussed above, defi ned). there is an exemption from tax on profi ts and capital gains from ‘eligible venture capital investments’ in Eligible venture circumstances where: capital partners • a non-resident investor is an ‘eligible venture capital ‘Eligible venture capital partners’ are: partner’ (see defi nition below); and • ‘tax-exempt non-residents’ from the specifi ed • the relevant investment
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