Issuing more shares

Diluting your shareholding?

There may be good reasons for issuing more shares in your UK limited company, but you may unwittingly be running the risk of a capital gains tax bill. Read on . . .

The typical situation is a small company headed by Fred Flintstone and Barney Rubble who each own 50 Ordinary shares. Fred and Barney then decide to admit Mr Stone as a third director to Dinosaur Ltd and want to give him a small share of the company. The aim is to split the shares in a 40:40:20 ratio. There are two ways to do this:

  • The simplest thing would be for Fred and Barney to sell or transfer 10 shares each.
  • Or, Dinosaur Ltd could issue a further 25 Ordinary shares from the unissued share capital.

In either case the desired ratio of 40:40:20 is achieved, and in either case a potential gain arises in the hands of Fred and Barney. This happens whether or not money (or other consideration) changes hands. The gain arises, because Fred and Barney have given up a chargeable asset. Whichever way you look at it, they have surrendered 10% each of Dinosaur Ltd to Mr Stone.

The capital gains tax calculation depends on many factors, particularly in the case of small, close companies (and you should take professional advice)! In it’s simplest form, look at it this way . . .

Let’s say that Dinosaur Ltd is worth £1M. That was the value of the company on the balance sheet when last year’s accounts were done. Let’s also assume that the year end was yesterday and that the accounts were completed this morning, and so that figure is a valid current market value. Let’s also assume that Mr Stone paid nothing for the shares and was given them only on account of his important status.

Fred put in £50 on day one of the company and has just given away shares which originally cost him just £10. Because Dinosaur Ltd is now worth £1M he has made a disposal to the value of £100,000. His capital gain is £99,990 and he has and annual exemption of (say) £9,990. That leaves £90,000 chargeable to tax at the prevailing rate.

  • In 2009/10 the CGT rate is 18%
  • So 90,000 x 18% = 16,200

Amazing isn’t it? Fred has to pay a tax bill of £16,200 even though he received nothing but Mr Stone’s important status in exchange for a 10% share of Dinosaur Ltd. Ditto Barney! There are narrow, specialised rules which may allow some form of tax relief from that gain. However, does this story have implications for any share transactions you are considering? If your proposed arrangement means that your percentage holding in a company is going to change then you should seek professional advice.

And even if your holding is going up, there are implications for (a) your next share transaction and for (b) whoever has a diluted share in the company as a result.

Lettings Accounts Checklist

We prepare individual summaries for each rental property. In the case of multiple properties each set of lettings accounts is combined for inclusion in your self assessment tax return. Please therefore prepare a separate set of records for each of your rental properties.

Where you have a mortgage on a property it is crucial that we have accurate details. All UK lenders issue a 5 April certificate or a 5 April mortgage statement precisely for the reason that your accountant will ask you for one. They know that these figures are required for self assessment.

If the mortgage interest information cannot be obtained, then we cannot prepare your lettings accounts and we cannot prepare your self assessment tax return. It’s as simple as that, no ifs, no buts. In the past we have lost clients over this issue, and that’s fine by us. You need a lender who is going to help you keep onside with tax law. If you’re not happy with your lender, complain to them, and then (if you have to) refer them to the Financial Ombudsman, because you are entitled to a mortgage interest certificate.

Please follow this guide carefully and let us have the information and the documentation detailed below. For self assessment purposes the tax year starts on 6 April one year, and ends on 5 April the next year.

Bank/Finance House items

• A copy of a loan interest paid certificate for the whole tax year.
• If the lender cannot provide a certificate, please let us a copy of detailed statements from your lender showing actual loan repayments made, the precise dates, and indicating clearly how much of that represents a repayment of capital and how much is a payment of interest.

Income items

Records of all rents received. That could be any one of the following:

• Copies of all rental invoices issued.
• Copies of all statements from your lettings agent.
• Other records which clearly show all monies received.

Expense items

For an expense to be allowable, it must be incurred in the course of letting a property. The legislation is deliberately vague on what is an “allowable expense”. It talks about the expense being “wholly and exclusively” for the purpose of the lettintgs.

So, letting agent fees to set things up are allowable, but major works before lettings commence are not. Putting yourself “in a position to let” is not the same thing as “letting out a property”. Once lettings have started, then repairs and renewals (new washing machine,etc) are allowable. Significant works to the property are not. As a rough guide, if the value of the property is enhanced (new central heating, roof repairs) then that’s a capital item which may affect the capital gains tax position when a property is sold, it’s not an expense item. In other cases, if the expense is intended to keep tenant 1 in place, or to get tenant 2 into the property, then it may be allowable.

The lettings expenses we need to see are any combination of the following:

• All supplier invoices addressed to you as a landlord.
• Copies of all statements from your lettings agent.
• Other receipts and expense vouchers which support your other rental outgoings, service charges, landlord insurance and that sort of thing.
• Where documents are not available please let us have a note of the nature of the expense and the amounts paid. This should apply only in exceptional cases where (for example) the tenant has left and has taken the council tax bill, and you have had to pay some later instalments of council tax yourself.

There’s a Which guide which attempts to clarify the law on expenses.

Agreement at an end

If you have received an email from us with a link to this report, then these notes set out a number of things to be considered as our agreement comes to an end. Some of them, but perhaps not all of them, may apply in your case.

Business Affairs

Companies House, the Tax Office and the VAT Office will be notified that Proactive is no longer acting for the business.

If your business is VAT registered, then the VAT office needs to know where to send future correspondence, and needs to know where the records of your business are to be kept.

If your business has a payroll account (a PAYE scheme) then you will need to arrange to carry out the payroll work yourself or to appoint a bureau to do it for you. As a director, you need to take steps promptly to ensure that the  “Real Time” reports are correctly filed at the end of every month. There are penalties for late filing.

All Cases – Business and Personal Affairs

Please ask your new accountants to notify the Tax Office that they are now acting. As soon as the new accountants approach Proactive we will let them have all of the “professional etiquette” information they require. It is customary for the new accountants immediately to take on responsibility for all work. No further work will be undertaken by Proactive. This “professional etiquette” system is stipulated by the Institute, and we have never known it fail.

Protocol

Approximately two weeks after sending out the relevant email, we will filter our records system. Digital records on DropBox will then no longer be accessible. They are securely archived and are kept until the end of the sixth tax year following the most recent set of accounts. It is our policy to destroy all records after that six year period has elapsed.

Please take a back up of your records now. After a period of 21 days has elapsed we will charge an admin fee if you or your new accountants require us to access old records. In the case of multiple files denoted by our reference numbers (one per director and one per company or rental property, etc) multiple admin fees are charged as set out on our prices page. Under the “professional etiquette” rules we will provide one new accountant with all relevant information without charge. In the event that we have completed the “professional etiquette” process with your new accountant, and we are then approached at a later date by a second (or a subsequent) accountant asking for the same information, admin fees will be charged. It happens!

A Paperless System

The File Naming Convention

Proactive operates a paperless system and that means we need a strict file naming convention. Every file name is unique and the various collections of numbers each serve a different purpose.

1234567890 622700 20120405 20121031 1700
tax return
Client reference number Document code Tax year or
Trading year
Creation date and time
Narrative

We have over one million documents; and by using this system we can (normally) find any document within a few seconds. A number of our clients have asked for more details and so here’s a basic summary:

Every client has a 10 digit reference number.

Every document type has a 6 digit number code.

All dates are shown as 8 digits, in scientific notation – yyyymmdd.

If a document has more than one date, generally the first date is the tax year or the trading year, and the second date is the date the document was created. Occasionally, the rules are adjusted, and extra numbers may appear for a variety of reasons. It’s the first 10 digits that link the file to a client, and the next 6 that tell us what the document is about. At the end of the file name a short narrative is usually added to make things clearer. That might be your narrative for files you placed in DropBox, or our narrative if we are the originator of the document.

    • 100XXX – correspondence
    • 200XXX – bank
    • 300XXX – bookkeeping and related VAT
    • 422XXX – accounts – self employed
    • 444XXX – accounts – partnership
    • 488XXX – accounts – limited company
    • 500XXX – One off activities
    • 622XXX – tax matters – personal
    • 644XXX – tax matters – partnership
    • 655XXX – other VAT matters
    • 666XXX – Companies House
    • 677XXX – PAYE
    • 688XXX – tax matters – corporate

On DropBox you may see lots of documents with recognisable file extentions like PDF and XLS. We also have some specialist files which work with our accounts and tax software. Anything with a TCS or VTR extention will not work without the right software and may be corrupted if handled incorrectly.

DropBox Folders

When working with DropBox we ask that clients add records to the pending folder for the relevant year. When we work on them we move them into a separate workspace and then afterwards we file them in the processed folder for that year. Reports that we generate (a set of accounts, or a self assessment tax return, etc) are added to the reports folder. Occasionally, documents with an enduring relevance (like a share history) are stored in a PN (permanent notes) folder.

We are trying to strike a balance and fine tune the system, so that both humans and computers can cope with the demands and complexities that accounting involves.

Annual Accounts Checklist

This is a checklist for annual accounts work on companies and on self employed businesses. If we perform the quarterly bookkeeping for you, then this checklist is not needed.

Please let us have the following documents covering the whole trading year.

Bank/Finance House Items

• Copies of all business statements on current accounts, deposit accounts and loan accounts. Copies of all business statements on credit cards, commercial cards and PayPal accounts etc.
• Loan agreements for any new loans taken out during the year, showing (a) a simple analysis between the loan capital and the interest due and (b) a schedule of payment dates including any variations in the first or the last payment.

Bookkeeper’s Reports

• Trial Balance
• Draft Profit & Loss Account
• Draft Balance Sheet
• A detailed analysis of all debtors and all creditors on the Balance Sheet

VAT Reports (if registered)

• Copies of all VAT returns for the quarters spanning that whole trading year
• If the VAT quarters are not aligned with the trading year end, then copies of returns for 5 quarters will be needed so that we can see the picture for the whole trading year.

More Detail?

The quarterly check list is here.

Year End Planning

Can I reduce my tax bill?

Can you reduce your tax bill? It depends! What does your business plan say? Ultimately you want to be paying lots of tax, more than you can imagine, because if you were, then just think how much profit you’d be making!

So before we examine how to reduce tax, you should examine how to make more profit in the medium to long term. How is business going? How much impact do your regular planning sessions make? Do you leave things just until the year end, and only review them once a year? And if so why?

A pragmatic business will consider things more often. Anyway, here’s a “once a year” guide for those who need it. These measures may help reduce or postpone profits (and therefore taxes), but you still need to bear in mind whether this is appropriate commercially. If you are going to talk to the bank about a loan, then you might want to increase profits and not reduce them!

In order to make the accounts look good and minimise any tax liability, you can consider the following:

Chase debtors in order to get payments into the bank account now. A good bank balance on the year end date helps.

Is there enough money in the bank to cover the tax forecast you have? Consider how much money you have taken out of the company. Ignore salary and reimbursed expenses for the moment, and just think about additional drawings. If the additional drawings exceed your net profit, then you may have taken out too much. HMRC charges income tax on a personal “benefit in kind” if your company is providing you with (what is in effect) an interest free overdraft. If this is likely to be a problem, you may want to consider injecting some cash into the company bank account before the year end date. The important thing is to have a healthy balance sheet on the year end date.

If you can legitimately delay issuing invoices to clients this month then do that. Issue them in the first month of the next trading year. Depending on the accounting treatment, that may put potential taxable profit into the later trading year and delay the tax liability for a further twelve months.

Ensure that you, and any of your staff, prepare expense claim forms for all expenses incurred by the end of this trading year.

Bring forward any anticipated expenditure on major purchases. For example, if you were planning to buy a new computer early in the next trading year, buy it this month so that tax relief can be claimed sooner. This can be beneficial, even with more mundane items of expenditure. If you are about to replenish anything, incur the expenditure now, before the year end! Each item on its own may not be much, but they soon add up and they make a difference.

Tax relief cannot be claimed for holding stock. Do not buy more stock this month, wait until next month. If you sell goods as opposed to services, or if your business is a mix of goods and services, then you need to plan a stock take for the last day in the trading year. A stock take is going to be easier if you aim to have as little stock as possible around the year end date. Tax relief can only be claimed for stock which has been sold so there is no point holding onto any more stock than you really need to!

Look at the bad debts that have arisen during the year. If any of these debts are more than 6 months old, write them off now and claim bad debt relief. Prepare a further copy of the original invoice and (in red ink) write across it “Bad debt relief claimed” and write the date that you made the decision. You have to make that decision before the year end date. In order to qualify for bad debt relief for both corporation tax and for VAT, you must write to the debtor stating that you consider the debt to be irrecoverable and you are claiming bad debt relief.

Consider any invoices that have been issued which may give rise to a credit note. To the extent that you can predict the need to raise a credit note, do it now before the year end.

Do a ratio analysis. Ratio analysis is exactly what HMRC does, so it’s a good idea if you do it before they do. Compare your own profit and loss forecast for this current year with the formal accounts for last year. Think along the lines of “are my travel costs this year in line with last year”? If expenses in the current year are significantly higher than the year before, you need to be ready to explain that extra cost in the event of a tax office enquiry.

Likewise, if one expense category in the current year is significantly lower than last year you might have missed some expenses. Think about anything that could have been overlooked and which needs to be put through the books . . . in these last few weeks . . . before your year end.

All these things should already be in the “plan, do, review” section of your business plan. What does your business plan actually say?

Tax Returns and IR Marks

These days, both personal tax returns and corporation tax returns are generated by us using software which has been approved by HMRC. The process includes the creation of a unique IR Mark which is established by applying a formula to the data in the return. This means that every tax return has a totally unique IR Mark.

We ask clients to check tax returns carefully to ensure that all income has been declared and that all allowances have been claimed. When you are satisfied that the return is correct and complete, HM Revenue & Customs will accept authorisation electronically.

We are permitted to file electronic tax returns only when we are satisfied that the IR Mark on our digital file is the same as the one on the document that you have approved. If any amendment is required to a tax return, then a fresh document needs to be prepared and sent out again for approval. That’s because the IR Mark changes after even the most elementary revision.

The Self Assessment tax return deadline normally falls ten months after the tax year ended, and you need to ensure it is submitted by 31 Jan. Please remember that in law, the responsibility for filing a tax return on time and for paying tax lies with you the taxpayer.

There are automatic penalties for late tax returns, so we encourage clients to approve them as soon as possible. Once submitted, we can provide details of the electronic proof of receipt.

Copyright Terms

Short extracts from any of our web sites, to the extent of one or two sentences, may be reproduced with a simple acknowledgement to their source.

Where any of our material is used on the web or in any other digital format, we would ask that you include a link to the relevant URL.

Longer extracts may be reproduced with our written consent. This will not be unreasonably withheld and all we ask is that you contact us, state the URL(s) and briefly outline your requirements.

Thank you.