M&Aの過程では、税務デューデリジェンスが必ず行われます。
基本的な合意が形成されたプレPMIの段階でこれを実施するのが通常で、譲受側にとってはM&Aの成立前に行うことが不可欠です。
では、税務デューデリジェンスとは具体的に何を指すのでしょうか。
この記事では税務デューデリジェンスの目的と、実際に行う調査のプロセスを明瞭に説明します。
M&Aの税務デューデリジェンスの目的
M&Aでは最終条件交渉に至る前に、税務デューデリジェンスを実施します。
デューデリジェンスは税務に限ったことではなく、事業や財務などのM&Aに重要な他の項目でも実施されます。
ここでは税務デューデリジェンスの目的をまとめたので詳しく確認しておきましょう。
譲渡側の税務リスクの確認
税務デューデリジェンスでは、譲渡側がM&Aのタイミングやその後にどのような税務リスクを負うのかを確認することが最も大きな目的です。
譲渡側で実施された税務関連書類を取得して調査・分析するのが基本で、詳細を見てみると申告漏れによって追徴課税を課せられる状況になっている場合もあります。
ペナルティを受けるリスクに加え、M&A後に大きな税金の支払いが発生するリスクもあるため、正確に把握してM&Aが可能かどうかを判断することが重要です。
業界による取引形態の違いの確認
税務デューデリジェンスは、譲渡側の税務に関する書類を徹底的に調査します。
M&Aでは異業種の企業と取引することも多く、業界による取引形態の違いや会計処理の習慣の相違点などを把握できます。
税務デューデリジェンスを通じて、M&A後のPMIの段階でどのように統一的な税務処理を進めるべきかを考えるための重要な情報を得ることができます。
M&Aのスキームの検討と実行可否の判断
M&Aのスキームや、譲渡側の企業価値の検討をする上で税務デューデリジェンスは重要な役割を果たします。
スキームによって税務リスクが譲受側に与える影響が変わるため、全体像を把握できると適切なスキームを選定しやすくなります。
また、大きなリスクが見つかった場合には評価価額を下げる理由になるため、譲受側にとっては欠かせないプロセスです。
調査によって、税務があまりにもずさんでM&A後の支払い負担が大きい場合にはM&Aを断念するという判断もできます。
M&Aの税務デューデリジェンスの基本的な流れ
M&Aの税務デューデリジェンスは、一般的に専門家に依頼して進めていきます。
ここでは税務デューデリジェンスの手続きを簡単に解説します。
税理士などの専門家との相談・調査内容の決定
税務デューデリジェンスの実施は、税理士事務所などの税務専門家に依頼するのが一般的です。
各税理士はそれぞれ特定の専門領域を持っており、M&Aの税務デューデリジェンスに経験が豊富で信頼性の高い税理士を選ぶことが重要です。
具体的な調査範囲を相談し、契約を結んで調査を依頼します。
客観性を保つために、顧問契約を結んでいる税理士以外から依頼先を選ぶことが推奨されます。
また、税理士だけでなく、M&Aに精通したコンサルティング会社や公認会計士も依頼先の選択肢として考慮することもできます。
資料開示請求・調査
依頼先が確定したら契約をして、税務デューデリジェンスの調査を進めてもらうだけです。
まずは譲渡先の企業に税務にかかわる資料の開示請求を出して送付してもらいます。
そして、依頼先の専門家が調査して、どのような問題があるかを洗い出します。
依頼先によっては万全を期して、譲渡先企業の実地調査やインタビュー調査も実施しています。
税務の前提は業界による違いがあるため、前提条件をヒアリングすることで正確な情報に基づく分析ができるからです。
分析と結果報告
M&Aのデューデリジェンスでは、調査対象の範囲が広く、その調査と分析には時間が必要です。
通常、売却側の企業とその主要なグループ会社が調査対象となります。
調査期間は基準日から遡って3年間から5年間が一般的です。
調査対象の税目は基本的に全てを含み、法人税、消費税、住民税などが含まれます。
M&Aのデューデリジェンスでは、依頼先から全体の調査と分析が完了した段階でレポートが作成され、その結果が報告されます。
コンサルティングに優れた依頼先からは、結果のまとめだけでなく、M&Aの実行可否やPMIの方針についてのアドバイスも得られます。
まとめ
M&Aでは税務デューデリジェンスを実施し、M&Aによる税務リスクを理解した上で実行すべきかどうかを判断することが譲受側にとっては欠かせません。
M&A後に未納の税金があることが発覚してトラブルになるリスクもないわけではないからです。
M&Aの税務デューデリジェンスでは第三者機関に依頼して調査してもらい、客観的な報告を受けてM&Aの可否やPMIの計画を立てることが重要です。
M&Aの基本合意が得られた時点で税務デューデリジェンスの実施を速やかに進めましょう。
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