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Monthly Tax Update – February 2022


Will there be a mini budget on 23 March?

Whilst most of us were wrapping our Christmas presents on 23 December 2021, the Chancellor of the Exchequer, Rishi Sunak, commissioned the Office for Budget Responsibility (OBR) to produce an economic and fiscal forecast for Wednesday 23 March 2022.

The main Budget is scheduled for Autumn each year, but it is anticipated that the Chancellor will take the opportunity to make a number of tax announcements.

Many are hoping that the Chancellor will zero rate VAT on domestic power to ease the burden of households struggling to pay their energy bills. Now that the UK has left the EU, we are free to set our own VAT rates and the Prime Minister made this one of his key Brexit promises!

HMRC have put back tax return deadline

Normally self-assessment tax returns need to submitted by 31 January, otherwise there is an automatic £100 late filing penalty. As per last year HMRC have recently announced that provided 2020/21 tax returns are received by the end of February, the late filing penalty will not be applied.

Filing late will, however, extend the period during which HMRC may open an enquiry into your return.

Although most of our clients did get their information to us in time to meet the January deadline there were a few that didn’t. If you still have an outstanding 2020/21 tax return please get the outstanding information to us without delay.

You also have longer to pay your personal tax

2020/21 income tax, CGT, class 2 and 4 NIC liabilities normally need to be paid by 31 January 2022. However, HMRC have recently announced that provided the tax is paid by 1 April 2022, there will be no penalty, although interest accrues from 1 February 2022 at 2.75%.

If you need longer to pay, then you will need to agree a payment plan with HMRC.

New VAT penalty regime delayed to January 2023

A new, and arguably fairer, system for determining penalties for late returns and late payment of VAT was due to be introduced from April 2022. However, it has been recently announced that the start has been delayed until January 2023. The same system will also apply to returns under MTD for income tax and those penalties will now start in April 2024.

Under the new regime taxpayers will accumulate points for late submissions, and only after reaching a certain threshold will an automatic penalty be imposed. The threshold will depend on how regularly the taxpayer is required to submit a return.

Planning to sell your business in 2022?

Now that the economy is starting to recover, this could be a good time to think about selling your business. Remember that under the current capital gains rules, the first £1 million of an individual’s gains potentially qualify for a 10% rate of tax, provided business asset disposal relief applies. We can check whether or not you and other business owners qualify for this generous relief. Note that the £1 million limit applies to all disposals during an individual’s lifetime.

If your business is worth more than £1 million, you might want to consider the transfer of shares to other family members, although they will need to satisfy the conditions for business asset disposal relief for at least 2 years prior to any sale.

If you are looking to sell your business in 2022 please check out the selling your business section on our website, make sure you read below and contact your account manager.

Passing on your business to the next generation

If you do not wish to sell your business but are looking to reduce your involvement, you may be considering passing on your business to the next generation, or maybe your management team.

Where you are passing on the business or some of your shareholding, there are generous tax reliefs that facilitate the transfer of ownership without tax charges arising. These tax reliefs are currently available on the transfer of a trading business although it may also be possible to pass on an interest in an investment business with careful planning. We can of course discuss your plans with you to ensure that you are able to take advantage of all available tax reliefs.

What about a management buy-out?

If your family are not interested in taking over your business, have you considered selling the business to your management team?

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In a typical management buy- out the existing management would set up a new company which would then raise finance to acquire your current business, so this is essentially the same as a sale to a third party, except the management team will know quite a bit about your business already. They would still nevertheless need to carry out due diligence and may require you to provide warranties and indemnities as in a third party sale.

We have recently completed another MBO to facilitate the retirement of a 50% shareholder in a company. Among other MBOs we have carried out was a £4m buy out a few years ago which we are delighted to say is now coming to a brilliant conclusion. The exiting owner will shortly be fully paid up, the business is going from strength to strength and all parties are delighted with the results.

If you want to find out more about MBOs then why not view our blog and video entitled “What is an MBO or management buy-out?”.

An increasingly popular alternative to the classic management buy-out referred to above would be to sell your company to an Employee Share Ownership Trust (ESOT).

Sale of company to employee share ownership trust

This alternative to the classic management buy-out enables the shareholders of a trading company to sell their shares free of CGT to a trust set up for the benefit of the employees. This has become more popular as an exit route since the lifetime limit for CGT business asset disposal relief (formerly entrepreneurs’ relief) was reduced from £10 million to just £1 million.

This tax break has recently been used by the owners of a number of well-known companies including Richer Sounds and Riverford Organics, and is similar to the structure in place at John Lewis.

Like business asset disposal relief, the company must be a trading company. The outgoing shareholders are only allowed limited participation in the company following the disposal of their shares. There are a number of other conditions that need to be satisfied. If you are interested in going down this route, contact us to discuss whether it would be suitable for you or your company.

Company buy back of shares as an alternative exit

Another potential exit for shareholders would be for the company to buy back their shares. This would normally be taxed on the shareholder as a dividend unless certain conditions are satisfied resulting in the payment being taxed as a capital gain.

Clearly CGT treatment is preferable as the rate could be just 10% compared to up to 38.1% on dividends.

Consequently, HMRC need to be satisfied that the share buy-back benefits the company’s trade, and a large cash payment may be difficult to justify if that depletes cash flow. With careful planning it may be possible to stage the buy back over a number of years, but it is recommended that you get advance clearance from HMRC to confirm capital treatment.

Exiting a company can be carried out in many ways. The key to success is:

  1. Get advice.
  2. Consider all options.
  3. Be flexible.

Striking a great deal is possible but you may have to be flexible with payment terms and you must ensure you protect business asset disposal relief to minimise tax and make sure the agreements are watertight. Be under no illusions legal and accountancy costs will be high but nothing like the potential costs if things go wrong!!!

The content in this article is correct as at 15/02/2022. See terms and conditions.

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