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正确答案：
(iii) There are several disadvantages to incorporation relief as follows:
1. The requirement to transfer all business assets to the company means that it will not be possible to leave behind
certain assets, such as the property. This might lead to a double tax charge (sale of the property, then extraction
of sale proceeds) at a future date.
2. Taper relief is lost on the transfer of the business. This means that any disposal of chargeable business assets (the
shares) within two years of the incorporation will lead to a higher chargeable gain, as the full rate of business asset
taper relief will not be available.
3. The relief does not eliminate the tax charge, it merely defers the payment of tax until some future event. The
deferred gain will become taxable when Sharon sells her shares in the company.
Gift relief could be used instead of incorporation relief. The assets would be gifted to the company for no consideration,
with the base cost of the assets to the company being reduced by the deferred gain arising. Unlike incorporation relief,
gift relief applies to individual assets used in a trade and not to an entire business. This is particularly useful if the
transferor wishes to retain some assets, such as property outside the company, as not all assets have to be transferred.
Note: If the business was non-trading, incorporation relief would still be available, but gift relief would not. However,
this restriction should not apply to Sharon and gift relief remains an option in this case.

正确答案：

(b) The new business
There are two tax advantages to operating the business as a partnership.
(i) Reduction in taxable income
If the new business is operated as a company, Cindy and Arthur would both be taxed at 40% on their salaries. In
addition, employer and employee national insurance contributions would be due on ￡105 (￡5,000 – ￡4,895) in respect
of each of them.
If the new business is operated as a partnership, the partners would have no taxable trading income because the
partnership has made a loss; any salaries paid to the partners would be appropriations of the profit or loss of the
business and not employment income. They would, however, each have to pay Class 2 national insurance contributions
of ￡2·10 each per week.
(ii) Earlier relief for trading losses
If the new business is operated as a company, its tax adjusted trading loss in the year ending 31 March 2008 would
be as follows:

正确答案：A

正确答案：
(b) Franchising is typically seen as a quick and cost effective way of growing the business but Ramon should be aware of both
the advantages and disadvantages of using it as the preferred method of growth. Franchised chains are argued to benefit from
the sort of brand recognition and economies of scale not enjoyed by independent owner/managers. When combined with the
high levels of motivation normally associated with owner/managed businesses, franchises can be argued to get the best of
both worlds.
Franchising is defined as ‘a contractual agreement between two legally independent companies whereby the franchisor grants
the right to the franchisee to sell the franchisor’s product or do business under its trademarks in a given location for a specified
period of time. In return, the franchisee agrees to pay the franchisor a combination of fees, usually including an up-front
franchise fee, royalties calculated as a percentage of unit revenues, and an advertising conbribution that is also usually a
percentage of unit sales.’
Ramon is considering a type of franchising called ‘business-format franchising’, where the franchisor sells a way of doing
business to its franchisees. Business-format franchising is a model frequently found in the fast food and restaurant industry,
hotels and motels, construction and maintenance, and non-food retailing. Often these franchises are labour intensive and
relatively small-scale operations.
Franchising is seen as a safer alternative to growing the business organically, so while this may be true of well established
global franchises, failure rates among franchised small businesses were greater than those of independent businesses (in one
US study a 34·7% failure rate for franchises as opposed to 28·0% for independents over a six or seven year period). Often
it is the failure of the franchisor that brings down its franchisees. Failure stems from the franchisee not only having to rely on
their own skills and enthusiasm but also the capacity of the franchisor and other franchisees to make the overall operation
work.
The advantages to the franchisee are through gaining access to a well-regarded brand name that will generate a higher level
of demand and use of a tried and tested business model that should reduce the franchisee’s operating costs. Both of these
benefits stem from being a member of a well-established franchised system. Yet La Familia Amable along with many other
franchises will be new and small. These smaller franchises tend to be regional in scope, and fairly unknown outside their
regional market. This has a significant effect on what the franchisees can expect to gain from their franchisors and their
prospects of success. Both parties need to carefully assess the strengths and weaknesses of the system. Companies growing
via franchises need to take the time to understand their business model thoroughly and determine how franchising fits with
their long-term strategy. Care must be taken with the franchise agreement that creates a genuine partnership with the rightbalance between freedom and control over the franchisees.