Why Legal Entity Management Matters

Q1 2014
Why Legal Entity
Management Matters
Issue 1.0
Global businesses are
coming under pressure
to simplify their legal
entity structures.
Country-by-country
reporting (CbC) update
Please note that since
this webcast took place
several changes to CbC
and especially to the
CbC template have been
proposed. These changes
are highlighted on Pages 4
and 5.
This paper captures the themes of discussion from EY’s Why
Legal Entity Management Matters webcast on 6 March 2014.
The session was attended by over 150 participants from major
corporates across a broad range of sectors.
Why now?
Keeping on top of an organization’s legal entitiy structure is generally not considered by many as part
of the “day job.” Companies have had other priorities in recent years: coping with an uncertain business
environment, changing legislation and positioning for growth as markets recover.
But global businesses are coming under pressure to address their structures. A growing regulatory
burden and continued cost focus are driving the need to simplify compliance, improve transparency,
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j]_mdYlagfYf\[gehdaYf[]^gjZgYj\klg_]llg_jahkoal`ÈYlj]f\l`Ylk]]ekk]llg[gflafm]_an]f
current Organization for Economic Cooperation & Development (OECD) reporting proposals.
This is putting the effectiveness of companies’ legal entity structures under close scrutiny.
Organizations are grappling with a number of complex questions:
Ź What will be the impact of regulatory change on our business?
Ź @go[Yfo]kljm[lmj]l`]_jgmhlgeYpaear]]^Õ[a]f[a]kYf\j]\m[][gklk7
Ź What additional resource will we need to cope with a changing compliance landscape?
Ź 9j]gmjmf\]jdqaf_Y[[gmflaf_Yf\eYfY_]e]flaf^gjeYlagfkqkl]ekÕl^gjhmjhgk]7
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a pressure which has yet to ease. With operational costs
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to trim budgets.
Boards are therefore turning their attention to the cost of
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arrangements needed to support them.
Eliminating redundant entities from a group offers a number of
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]flala]kl`Yl[YfZ]ogmf\\gof&:mlkaehdaÕ]\kljm[lmj]k[Yf
[j]Yl]gl`]j[gkl]^Õ[a]f[a]k2
Fig. 1: For which of the following reasons does your organization
review and manage its legal entity structure?
Eliminating surplus
entities
5.9%
13.2%
27.9%
Gh]jYlagfYd]^Õ[a]f[q
and alignment
26.5%
26.5%
Ź Streamlined compliance and reporting requirements
Ź ?j]Yl]jlYp]^Õ[a]f[q
Tax effectiveness
Statutory compliance
and reporting
None of the above
Source: webcast polling question data.
Ź >]o]jafl]jfYdljYfkY[lagfk
Ź Reduced need for outsourced and shared services
The challenges
Ź Lower headcount
Two of the more serious risks are:
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driving the need for them. The session also featured advice on how
legal entity management can address the challenges at hand, and
achieve real value for complex organizations.
Global complexity
Regulation
Compliance and reporting
Af[j]Ykaf_j]_mdYlagfafl]fkaÕ]kl`][gehdaYf[]Zmj\]fgf
businesses. Yet only 13.2% of webcast participants listed
compliance and reporting as a driver of legal entity management
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Z][Ymk]gn]jdq[gehd]pkljm[lmj]k[Yfd]Y\lgka_faÕ[Yfljakck$
complications and burden for many groups. Particularly as we see
many of those groups growing beyond borders and expanding into
new markets.
2
| Why Legal Entity Management Matters
In a global business environment, large organizations routinely
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500 and 2000 companies found that 40% had operations in more
than 50 territories.
This can be a problem when it comes to compliance and reporting.
Different countries have different accounting and reporting
regimes, which are continually evolving.
It can be all too easy for a complex organization to misinterpret
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`]^lqh]fYdlq&9degkl*(g^l`]>gjlmf]Õjeko]kmjn]q]\`Y\
]f[gmfl]j]\Õk[YdgjÕfYf[aYdj]hgjlaf_akkm]k2l`YlÌkf]Yjdqgf]
afÕn]g^l`]ogjd\ÌkdYj_]klYf\egklkgh`akla[Yl]\gj_YfarYlagfk&
;gehd]p_dgZYdkljm[lmj]k[Yfd]Y\lgka_faÕ[Yfl
compliance and reporting risks.
A structural disconnect
There is often a structural disconnection between reporting at
group and local level in multi-national organizations, especially
listed companies. This can give rise to a series of potential
risks and costs:
Ź Af]^Õ[a]flj]hgjlaf_2 local reporting comes under multiple
accounting frameworks, each with its own formatting and
disclosure requirements. As such, the more entities in a group,
the higher the cost of statutory reporting; and the greater the
scope for inconsistent approaches and duplicated processes.
Ź Control issues: a lack of oversight of subsidiaries can mean
hjgZd]ekoal`dg[YdÕdaf_kZ]af_a\]flaÕ]\lggdYl]&L`akeYq
result in tax exposures, penalties or advisory costs as groups
take remedial action.
Ź Time lag: local reporting is generally done after group
reporting, delaying the communication of local decisions
to group level. This can lead to inconsistent approaches to
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inconsistent balances between entities.
Given these challenges, we asked webcast participants about their
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Global warning
Intricate global structures create complex
reporting challenges.
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in Nigeria, a country which recently adopted International
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<]Y\daf]k^gjYhhdqaf_A>JKafFa_]jaY\]h]f\]\gfl`]
public interest of a business’ local operations. On this basis,
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country from 2013.
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l`YlA>JKk`gmd\Ydkg`Yn]Z]]fYhhda]\lgl`]hj]nagmkq]YjÌk
statements. The sanctions for this in Nigeria go as far as
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=Q`]dh]\l`]_jgmhhj]hYj]j]ljgkh][lan]Õdaf_k^gjl`]
previous year, while providing on-the-ground support by
liaising with the Nigerian regulatory authorities. This helped
to minimize the penalties incurred and ensured a continued
positive relationship with the regulator.
Fig. 2: Has your organization considered or implemented a
standardized approach to local reporting?
Already implemented
16.7%
28.6%
28.6%
7.1%
Currently planning or
implementing
Prefer a decentralized
approach
Not been considered
19%
None of the above
Source: webcast polling question data.
Close to half (45.3%) are either operating or moving towards a
standardized approach, while decentralized systems are in the
minority. These results suggest that many groups in our audience
are well placed to deal with statutory reporting requirements
through a standardized approach. However, our experience also
shows that organizations with decentralized structures may wish
to look more closely at their operating models and processes to
see if improvements could be made.
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EY were concerned that their local accounting and
reporting lacks standardization.
L`]Z]f]Õlkg^]flalqeYfY_]e]fl
Simpler structures offer a range of compliance and
reporting advantages:
Ź Streamlined requirements due to fewer entities
Ź Reduced reporting costs at group and local level
Ź Lower risk of breaching local regulation
Ź Less scope for inconsistencies in group reporting
Ź Greater transparency
Ź Better understanding of local issues
The consequences of failing to comply will not generally be so
draconian. But the experience is a sober reminder of the risks
local compliance issues can cause for global organizations.
Why Legal Entity Management Matters |
3
Simplifying your legal entity structure will deliver
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Local dynamics
Rationalizing group structure to simplify local reporting should
be a two-stage exercise:
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nmdf]jYZadala]kYf\[gklkÈ^jgel`j]]hgaflk
g^na]o2
Group and local dynamics:
Ź How aware are you of the differences between group and
local reporting processes?
Ź How much visibility does group have over your local
reporting activities?
Ź @gokljYa_`l^gjoYj\akY[[]kklgdg[YdÕfYf[aYd[gfljgdd]jk
when issues arise?
Ź @go]^^][lan]Yj]l`]dafckZ]lo]]fl`]_jgmhÕfYf[]
function and shared service centers?
Financial implications of local reporting:
Ź What is the total cost of your local reporting
requirements?
Ź 9j]qgmjdg[YdÕdaf_kY[[mjYl]Yf\mhlg\Yl]7
Ź O`Ylh]fYdla]k\gqgmaf[mj^gjdYl]gjkmZklYf\Yj\Õdaf_k7
Consistency of approach:
Ź @go[gfkakl]fldqYj]A>JKYhhda]\Y[jgkkqgmj
subsidiaries?
Ź @goeYfqklYlmlgjq?99Hk\g]kl`]Õje`Yn]lgmk]7
KlY_]log2A\]fla^qghhgjlmfala]klgklj]Yedaf]dg[Yd
reporting — by asking:
Ź @goeYfqegj]l]jjalgja]k[gmd\mk]A>JK7
Ź Ogmd\[gfkgda\YlagfYf\j]hgjlaf_Z]egj]]^Õ[a]floal`
fewer entities and a more consistent approach?
Ź Would more proactive legal entity management enhance
distributable reserves and cash management?
Ź What is the right balance between centralized control and
standardized processes on one hand, and devolved local
responsibility on the other?
4
| Why Legal Entity Management Matters
Country-by-country reporting
The compliance stakes are about to be raised further still, by OECD
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The initiative is part of the OECD’s Action Plan on Addressing Base
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countries, as it erodes the amount of corporate tax going into the
public purse. The Action Plan is the international community’s
response, and has strong backing from the G8 nations.
L`]hdYfak[mjj]fldqaf[gfkmdlYlagf$oal`l`]Õf]j\]lYadkq]l
to be seen. But given the support behind it, companies need to
be ready for its introduction in all countries where they have
operations or investments.
The proposals
A key aspect of the Action Plan is a proposed new template for
;Z;j]hgjlaf_ k]]Õ_&+!&
It’s probably fair to say that this has caused a stir in the market.
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]n]jqZjYf[`Èaf]n]jq[gmfljqg^gh]jYlagf&
CbC update
Please note that since this webcast took place several
changes to CbC and especially to the CbC template have been
proposed. Some of these important changes include, but are
not limited to:
Ź The removal of inter-company transactional data from the
template (the last six columns of the template shown in
Õ_+ghhgkal]!&
Ź L`]hjghgkYdaklgYddgoY\]_j]]g^Ö]paZadalqklYjlaf_
with either group accounting data or statutory accounts
(effectively either a top down or bottom up approach), as
long as this is applied consistently.
Ź Tentatively, there will be no exceptions provided on a
materiality basis. This means companies would have
to report activities in all jurisdictions. No decision has
been made yet as to the provision of an exception
for small and medium enterprises with respect to the
reporting template.
Ź The reporting template will be populated based on
aggregated country information, not on a separate entity
ZYkak&L`]gfdq]p[]hlagfogmd\Z]a\]flaÕ[Ylagfg^
business activity (which is to be designated through an
expanded list of codes), which would be reported on an
entity-by-entity basis.
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constituent entities
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constituent entities
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constituent entities
Interest paid to constituent
entities
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constituent entities
Royalties paid to
constituent entities
Tangible assets other than
cash and cash equivalents
Total employee expense
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Stated capital and
accumulated earnings
Total withholding tax paid
(b) To all other
countries
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organization
=Yjfaf_kZ]^gj]af[ge]lYp
Revenues
Important business
activity code (s)
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Consituent entities organized
in the country
Country
Fig. 3: Proposed OECD template on CbC reporting
Income Tax paid
(on Cash Basis)
1.
2.
3.
4.
Total:
1.
2.
3.
4.
Total:
1.
2.
3.
4.
Total:
1.
2.
3.
4.
Total:
Source: webcast polling question data.
Why Legal Entity Management Matters |
5
The challenges
We asked participants for their views on the impact of the CbC
l]ehdYl] k]]Õ_&,!
Given the template’s complexity, there is a real risk of
misunderstanding or misinterpreting the provisions. And
as proposed, the template would also present some serious
practical hurdles:
Fig. 4: Which is the most likely outcome of the OECD CbC
reporting proposals?
Ź Obtaining data on stated capital and earnings by branch
30%
Additional burden on
resources (for companies
and tax authorities)
Changes to tax authorities’
audit approaches
47.5%
17.5%
5%
>mf\Ye]flYd[`Yf_]k
to the transfer pricing
framework
Ź Retrieving and aligning data from legacy databases, for
afklYf[]^gddgoaf_YfY[imakalagfgjÕfYf[aYdkqkl]ekgn]j`Ymd&
In addition, the timetable for the introduction of the new rules is
uncompromising. Having proposed the template in January this
year, the OECD aims to release its approved version by September.
A rapid rollout is then anticipated in many parts of the world.
All of the above
Source: webcast polling question data.
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the resources of companies and tax authorities. However, when
we examine the issue more closely we can identify the need
for changes to tax authorities’ audit approaches, as well as the
substantial changes required to the transfer pricing framework.
Not surprisingly, all of the above was the clear favourite response
Yegf_hYjla[ahYflk$j]Ö][laf_l`]^Yj%j]Y[`af_[`Ydd]f_]kl`]f]o
regime presents.
Organizations face an enormous task to get to grips with the
hjghgk]\l]ehdYl]&Ka_faÕ[Yflj]kgmj[]kogmd\Z]f]]\]\lg
collate the data required.
Completing the template at entity and branch level would add up
to thousands of entries for complex groups. In most cases, data
^gj\a^^]j]fll]jjalgja]kogmd\Ydkgf]]\lgj]Ö][ldg[YdY[[gmflaf_
standards and currencies. What’s more, companies rarely hold the
information in the suggested form.
The OECD is proposing that groups report on every
entity and every branch, in every country of operation.
This has far-reaching implications.
6
Ź Placing a monetary value on certain elements, for example
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employee costs)
| Why Legal Entity Management Matters
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considerable increase in the compliance and reporting
burden. Assessing your legal entity structure could help
minimize its impact.
Removing unwanted entities would leave fewer subsidiaries to
report on and less information to gather. It would also mean
simpler taxation architectures and policies.
However, rationalization cannot be done in a hurry. As we’ll
see, the process demands time and effort from stakeholders
across the business (see Best Practice). With the new
CbC regime imminent, it is something companies need to
consider now.
Rationalizing your legal entity structure has the
potential to minimize the impact and cost of
implementing the new CbC reporting rules.
Tax
Cost
Simplifying structures can also be a valuable way to enhance
an organization’s tax position. Group structures can become
ineffectual over time, as tax rules change and treaties are updated.
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Z]f]Õlk&:]^gj]]pYeafaf_l`]k]$o]Ykc]\o]Z[YklhYjla[ahYflk
to estimate the average cost of carrying a legal entity.
In a climate of increased tax transparency, groups are also under
pressure to reassess the use of tax haven jurisdictions.
As a result, groups are reviewing their legal entity structures
from a tax standpoint. In our experience, this is being driven by
the need to:
Fig. 5: What does your organization estimate the average cost of
carrying a legal entity to be?
£10,000 or less
19%
Ź A\]fla^qghhgjlmfala]klgaehjgn]lYp]^Õ[a]f[qZqklj]Yedafaf_
group structure.
Ź Ensure that existing structures are aligned to current tax
regulations and commercial objectives.
Ź Reduce the cost of tax administration in light of the new CbC
reporting regulations outlined above.
Kaehd]j_jgmhkljm[lmj]k[Yfka_faÕ[Yfldq]f`Yf[]Y
business’ tax position.
L`]Z]f]Õlkg^]flalqeYfY_]e]fl
Depending on local tax rules, proactive entity management
can unleash several tax advantages. Rationalization has the
potential to:
Ź Manage effective tax rates: by removing multiple tiers
of taxation, reducing tax leakage from inter-company
transactions and optimizing the value of tax assets.
Ź Generate additional tax value: by releasing cash from
inactive companies, and more effectively offsetting losses
afgf]bmjak\a[lagfY_YafklhjgÕlkafYfgl`]j&
21.4%
£10,000–£25,000
£25,000–£50,000
7.1%
›-($(((Ǜ/-$(((
4.8%
23.8%
23.8%
›/-$(((hdmk
Don’t know
Source: webcast polling question data.
Almost half put the cost between £10,000 and £50,000 per
entity and our experience shows the same. However, costs do vary
between industries and are a good deal higher in closely regulated
af\mklja]kÈ_j]Yl]jl`Yf›/-$(((afÕfYf[aYdk]jna[]kgjgadYf\
gas, for example.
Legal entity rationalization typically removes a third
of a group’s subsidiaries. This represents a substantial
cost saving.
Ź Release new value from existing tax assets: by generating
capital losses when dissolving entities.
Why Legal Entity Management Matters |
7
L`]Z]f]Õlkg^]flalqeYfY_]e]fl
The process
In our experience, an effective legal entity rationalization
process might typically remove a third of a group’s
subsidiaries. This represents a substantial cost saving.
To overcome these barriers, legal entity rationalisation should
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the following lines:
Suppose a group operates 300 entities worldwide, each
costing £15,000–£30,000 per year to run. Eliminating
100 of these would drive £1.5m–£3m of annual savings in
administrative costs alone.
1. Conduct a high-level review of your legal entity structure.
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]flala]kakc]qlg]fkmjaf_Yf]^Õ[a]flhjg[]kk&
9f\l`YlÌkbmkll`]Z]_affaf_&L`]j]gl`]jÕfYf[aYdZ]f]Õlk
to streamlining legal entity structures. More often than not,
groups are able to:
Ź Release capital: one rationalization project liberated
almost £2b of capital by eliminating around 80 entities.
Ź Release trapped dividends: another redesign generated
reserves to fund dividend payments for the following
Õn]q]Yjk&
Ź Enhance value: complexity can cause concerns for
investors and bondholders. Simpler structures can reduce
transaction costs when a business is carved out and
divested, or reduce integration costs on acquisition.
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functions to focus on value-added activities like maximizing
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Best Practice
The case is clear. Having fewer legal entities will streamline
compliance, reporting and administration, reduce risk and cost,
Yf\j]d]Yk]ZYfcYZd]ÕfYf[aYdnYdm]lgl`]_jgmh&
However, rationalizing entities can be a major undertaking. It
involves a number of business functions, for whom simplifying
group structure is not business as usual. With this in mind, setting
up the project in the right way is vital to success.
As is stakeholder management. Stakeholder objections can be
one of the greatest hurdles to effective legal entity rationalization.
Projects often come up against challenges, concerns and
objections from the various parties affected. Not everybody is
willing or able to see the bigger picture, or dedicate the time and
resource that rationalization requires.
The upshot is that the pace of projects frequently stalls. Worse,
value can be left on the table at the end of the exercise.
8
| Why Legal Entity Management Matters
2. A\]fla^qima[coafkl`YloaddjYha\dqk`goZ]f]Õlk&L`]f
make them happen. This will help establish momentum,
_]f]jYl][gfÕ\]f[]Yegf_klYc]`gd\]jkYf\a\]fla^qYf
effective approach to project management.
3. Create a blueprint for reorganization and removal. This
manages disruption to the business and maximizes the
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clear plan is not in place from the outset.
4. Proactively manage your structure. Once rationalization
is complete, legal entity management must remain
a continual focus to achieve sustained results. This
is especially important for businesses that make
regular acquisitions.
5. <]Õf]Yhjg[]kk^gjgf_gaf_]flalqeYfY_]e]fl&L`ak
should include policies on the creation of legal entities,
and procedures for eliminating them once their purpose
is served.
6. Revisit your legal structure regularly and at critical
bmf[lmj]k&>gj]pYehd]$^gddgoaf_YfY[imakalagf$lg
determine the best structure moving forward and
eliminate unwanted entities. Or in preparation for
a divestment, to streamline the carve out business,
enabling value to be maximized, as well as easing the due
diligence process.
Fig. 6: The six steps to success: the legal entity management process
1
6
Review: conduct a high-level
review of your existing
legal entity structure
Revisit: rethink
your structure at
critical junctures
5
2
Isolate: identify
quick wins and make
them happen
Six steps to success:
The legal entity
management process
<]Õf]2k]lgmlY
process for ongoing
legal entity
management
3
Plan: create a
blueprint for
reorganization and
entity removal
Manage: proactively
manage your structure
on a continual basis
4
Next steps
Legal entity management needs to be an integral part of
everyday business operations, for important commercial,
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EYaflYafaf_]^Õ[a]flkljm[lmj]koadd]fkmj]l`YlÕjekYj]
Yk[gklYf\lYp%]^Õ[a]flYkhgkkaZd]&9f\aloaddj]\m[]l`]
costs, complexities and risks associated with compliance
and reporting.
With the regulatory burden mounting, groups urgently need
to embrace entity rationalization. And they need to ensure
that their structures are managed and optimized on an
ongoing basis.
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Why Legal Entity Management Matters |
9
EY Contacts
Please contact one of our team if you have any questions:
Samantha Keen
Partner
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E: [email protected]
Russell Payne
Director
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E: [email protected]
Graham Roberts
Director
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E: [email protected]
John Hinton
Associate Director
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E: [email protected]
Jelgar Buitelaar
Senior Manager
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E: [email protected]
10 | Why Legal Entity Management Matters
Notes
Why Legal Entity Management Matters | 11
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