The Board can only consider a request relating to a transaction which appears to be a valid PoS. The Companies Act 1985 lays down certain procedural rules which must be followed. Also, the consideration for the shares must be paid immediately and must be paid in money. The first of these requirements means that payment by instalments is not possible. It is, however, possible to make a contract under which successive tranches of shares are to be purchased on specified dates.
So here is checklist of things to consider to create a multiple completion:
Ask HMRC for advance clearance – the buy back will be treated as a single event and subject to Entrepreneurs Tax Relief on the whole amount on day one
Make sure your solicitor draws up an agreement that transfers beneficial interest on day one whilst retaining a legal interest
Whilst the shares still exist beneficial interest has been disposed of
Voting rights can no longer be exercised
The creditor for deferred completion must not be loan capital
Clearly you will need professional advice from your solicitor and accountant to create a multiple completion contract.
The Term “IR35” became established following a Budget press release issued by the Inland Revenue on 23rd September 1999. That press release was called “IR35”. At its simplest, IR35 is the way in which the taxman closed a loophole that was allowing many contractors and freelance professionals to avoid paying large amounts of Tax and National Insurance.
In 2012 HMRC put forward the Business Tests but they haven’t been as successful as first thought.
Here are the 12 tests, scores shown in()
Business premises (10)
Previous PAYE (minus 15)
Business plan (1)
Repair at own expense (4)
Client risk (10)
Right of substitution (2)
Actual substitution (20)
A score less than 10 is high risk and a score more than 20 is low risk. Fail the test and it could cost you a great deal in tax.
In general the key test tend to be:
HMRC launched the ESI (Employment Status Indicator) a while ago.
The recently published Minutes of the IR35 Forum’s last meeting held on 24th July reveal that HMRC are keen for contractors to be able to assess their employment status by way of the Employment Status Indicator (ESI) tool.
If the purpose is to ensure that an unwilling shareholder who wishes to end his association with the company does not sell his shares to someone who might not be acceptable to the other shareholders, the purchase will normally be regarded as benefiting the company’s trade.
Examples of unwilling shareholders are:
an outside shareholder who has provided equity finance (whether or not with the expectation of redemption or sale to the company) and who now wishes to withdraw that finance
a controlling shareholder who is retiring as a director and wishes to make way for new management
personal representatives of a deceased shareholder, where they wish to realise the value of the shares
a legatee of a deceased shareholder, where he does not wish to hold shares in the company
Assuming that the shares aren’t being bought back at Par Value, basic rate taxpayers will probably prefer dividends for any surplus where as higher rate taxpayer will want capital treatment.
Share Buy Back is complex, make sure you seek professional advice.
I often get asked for ‘Rules of Thumb’ for small businesses, so I have searched the internet and compiled this list, do you agree with the ‘Rules’?
Rules of Thumb are just a starting point and many other factors need to be considered in valuing a business, it also worth considering HMRC’s views (not so good for Chefs and Hairdressers)..
Any goodwill attributable to the personal skills of the proprietor, for example the personal skills of a chef or a hairdresser, will not be transferred to the new proprietor. Advice should be obtained from the CG Technical Group if it is claimed that the goodwill attributable to the personal skills of the proprietor have been transferred with the business because his/her services have been retained for the foreseeable future by means of an employment contract. All of the relevant facts and circumstances should be established before referral to the CG Technical Group.
Social Investment Tax Relief (SITR) came in on 6th April 2014.
Individuals making an eligible investment at any time from 6 April 2014 can deduct 30% of the cost of their investment from their income tax liability for 2014/15 (or the relevant later year in which the investment is made). The minimum period of investment is 3 years.
The income tax and capital gain tax reliefs provide a substantial incentive for investors. To make sure new investment is directed to the organisations which need it most and to meet EU regulations, the investment and the organisation receiving it must meet certain criteria.
Organisations must have a defined and regulated social purpose. Charities, community interest companies or community benefit societies carrying out a qualifying trade, with fewer than 500 employees and gross assets of no more than £15 million may be eligible.
The tax relief is available on unsecured loans as well as shares.
So basically, if you are a basic rate tax payer using SITR will be better than Gift Aid.
Not only do you get the tax relief but if you give a loan it will be repaid (after 3 years).
Currently 47% of UK adults die intestate, in other words without a will.
The new Inheritance and Trustees’ Powers Act 2014 (ITPA 2014), came into force on 1 October 2014.
Here are some of the New Rules:
Where there are no children, the entire estate will pass to the surviving partner (this shuts out blood relatives such as parents, brothers, sisters or their children)
Where someone dies leaving a spouse and direct descendants the first £250k will pass to the surviving spouse/partner plus 50 per cent of the remaining balance as a capital sum (previously they had a life interest in 50 per cent of the remaining balance)
Unmarried couples continue to recieve nothing if their spouse dies intestate
If you are tempted to try a ‘do it yourself’ Will, think again, they might be cheap but the consequences of getting it wrong could be extremely costly for your family.
If you own a business you also need to consider carefully what your succession plan will be.
My advice is to see a solicitor carryout estate planning and prepare a will.
Almost a third of British workers run some kind of creative business outside their main job contributing an estimated £15bn to the UK economy, according to new research from Moo.com. Profitability among this group of enterprises has increased by 32% in the past year. One in ten part-time creative entrepreneurs plans to leave their job to focus on their business full-time within the next year. However, 60% said it was their passion for the business, and not making money, that motivated them. The most popular part-time creative ventures are in food and cooking, gardening, photography and knitting. (According to Law Donut)
So why are micro businesses taking off:
You can start off working at home
Your start up costs are low
You can do it part time when it suits you
With wages frozen and costs rising it can provide a useful additional income
Its easy to be price competitive with low overheads
The Internet makes it easy to sell your goods and services
Your social capital can be used to generate sales ie use your contacts and connections
There could tax advantages – employees generally pay more tax than sole traders
Some clients prefer the personal touch
It could be start of something big
Here are my top 20 home based business ideas:
Get a lodger – Under rent-a-room a taxpayer can be exempt from Income Tax on profits from furnished accommodation in their only or main home if the gross receipts they get (that is, before expenses) are £4,250 or less
Ironing and Laundry Services – Always popular and you can start with friends and family
E Bay Trading – as E Bay say… The first task is to sort through those bulging drawers and messy cupboards, finding stuff to flog. Get a big eBay box to stash your wares in, and systematically clear out wardrobes, DVD and CD piles, the loft and garage. Use the easy 12-month rule of thumb to help you decide what to offload: Haven’t used it for a year? Flog it.
Blogging – Blogging has taken off and many businesses are looking for people to write blogs for them
Candle Making – You can sell the candles on line and its easy to buy the wax and things you need to make the candles
Car Boot Sale – As with E Bay but without going on line
Cake Making – Make sure everything is labelled correctly and you comply with Health & Safety issues
Data Entry – The internet makes it easy to enter data from where ever you are
Social Media – Similar to blogging, businesses need help to manage Twitter, Facebook and Linked In
Website Design – If you have the expertise, go for it
Sales Parties – Cosmetics to Ann Summers, there is a long list of opportunities
Sewing and Clothes Alterations – Perfect before and after Christmas
Jewellery – Making and selling jewellery is always popular and great for Christmas presents
Car Repairs – Assuming you have the skills needed and comply with legal requirements
Pet Care – Walking dogs or grooming is popular
Virtual Assistant – Also personal organiser or personal shopper
Wedding Planner – You could start by creating a blog about your expertise