Who will takeover if the controlling shareholder dies?
What happens in the event of serious illness or death of a controlling shareholder?
Every business should have a plan in place. Normally illness and capacity will not change the voting rights but death will.
Usually the companies articles of association will contain rules which authorise the executors of a deceased shareholder to register as the share owners until they transfer them to the beneficiaries. This is often not the best solution.
A better way is to prepare a shareholders agreement which sets out what will happen.
Its worth considering:
- pre-emption rights – these arrange automatic transfer to named shareholders
- purchase rights – these will allow the company to buy back the shares from the beneficiaries
If you haven’t got a plan, make one before its too late
steve@bicknells.net
The Beauty of a well Designed and Executed Process
Whilst consulting down in London for a client, I pop out quite frequently for lunch at a small local Cafe / ‘Wrap- bar’. The establishment is only about 8.5 square metres in size, and customers queue outside in long lines sometimes to get served. Obviously the wraps they serve up at lunch time are very good, but it the process that the proprietor has established, that has struck me as so novel.
FRS105 – The new Financial Reporting Standard for Small Entities (in draft) – (aka – FRED58 at present)
The Financial Reporting Council (FRC) has recently published FRED 58, being the Exposure Draft for FRS105, which in turn will become the new FRSSE (or replace the existing FRSSE, we believe).
Comments on the Exposure Draft was due by 30 April 2015, so if you missed it, we are afraid the the train has already left the station.
In a nutshell, we have some serious conceptual and philosophical concerns the FRED 58 does not address (and staff at the FRC at a recent event in London, prior to the General Election, could not provide assurances on).
Effectively FRS 105 (as it will be know), once it is ratified and adopted in parliament, will not be IFRS ‘Lite-lite‘, although it will have some of the overall principles of Fair Value Accounting contained within it.
At a fundamental level micro-entities (* as defined below) can choose to adopt either FRS 105 or FRS 102. However, be very careful in which one you choose, as the two standards have some fundamental differences contained within them, which, later down the line (as the proverbial can is kicked up the road), might cost you additional compliance fees and time and effort, if you need to convert from FRS 105 reporting to FRS 102 (New UK GAAP).
Our concern is this:
“The overall objective of all the initiatives (driven from Brussels) is HARMONISATION. The differences in approach between FRS 105 and FRS 102 do not underscore this fundamental principle!”
Hence, our health warning:
Think and consult carefully, before adopting either standard (FRS 102 or FRS 105) if you are a micro-entity caught in the compliance reporting net.
If you have any questions or concerns, please contact any Business Accountant in our network for more details.
3resource ©2015
*Definition of a micro-entity:
Micro-entities – HMRC guidance – May 2015 (as per the HMRC web site at the post’s publishing date)
Micro-entities are very small companies. Your company will be a micro-entity if it has any 2 of the following:
a turnover of £632,000 or less
£316,000 or less on its balance sheet
10 employees or less
If your company is a micro-entity, you can:
prepare simpler accounts that meet statutory minimum requirements
send only your balance sheet with less information to Companies House
benefit from the same exemptions available to small companies
New Company Reporting Thresholds now in place
The new regulations came into force on 6th April 2015 setting the following thresholds for small companies
| Turnover | £10,200,000 | |
| Total assets | £5,100,000 | |
| Average no. of employees | 50 |
Medium Company thresholds will now be
| Turnover | £36,000,000 | |
| Total assets | £18,000,000 | |
| Average no. of employees | 250 |
Micro Entities thresholds are unchanged
| Turnover | £316,000 | |
| Total assets | £632,000 | |
| Average no. of employees | 10 |
As before its a 2 out of 3 test. The Audit thresholds are unchanged.
Micro entities are no longer required to produce a directors report.
The new thresholds will apply to financial years beginning on or after 1 January 2016. However, early adoption is permitted.
Further details in SI2015/980
steve@bicknells.net
R&D – impact on director remuneration
Example
You are the sole director in a company that undertakes some R&D. The annual profit is estimated at £140,000 for the year ended 31 March 2016 before taking into account the director’s remuneration.
You might think that the most tax-efficient remuneration package is £10,600 for 2015/16 to cover the personal allowance and then net dividends of £28,606 to take the director up to the basic rate band. You also need to consider whether the company can make an R&D relief claim and, if it can, how this might affect your decision.
Salary vs Dividends
If the director takes a typical remuneration package, then the net tax and NI savings over taking a salary of £39,206 would be £5,265, assuming the £2,000 employment allowance is available. This saving is made because dividends received within the basic rate band attract no further income tax plus no NI for the director or the company. This more than outweighs the additional corporation tax suffered on profits retained for dividends.
Taking R&D relief into account
From 1 April 2015 the R&D tax credit for SMEs increased from 225% to 230%. There is no R&D uplift on dividends received – only on salary. This means that paying a £39,206 salary would actually result in a saving over taking a small salary and dividends of £1,208.
What about a larger salary? In fact, if the client wanted to take out more than the basic rate band, then the salary may become even more tax efficient. A £70,000 salary would result in net tax/NI due of £1,366 after the R&D relief (assuming there was sufficient profit to offset the CT relief), whereas a salary of £10,600 and net dividends of £59,400 would result in net tax/NI of £5,883 – so the saving by taking a salary over dividends is £4,517.
HMRC will generally not accept 100% of a director’s salary costs within the R&D claim unless it can be clearly demonstrated that the director was exclusively involved in R&D activity.
Pension contributions
While dividends don’t qualify as eligible staff costs for R&D claims, company pension contributions do. New pension freedoms make pension contributions a much more attractive option, so you might want to consider this as part of your remuneration package.
If a company makes pension contributions of £40,000 for the director and they spend 60% of their time on R&D, the R&D relief on this will be £55,200 (£40,000 x 60% x 230%). This means that the overall CT saving on the pension contribution will be £14,240 (((£40,000 x 40%) + £55,200) x 20%). As there’s no NI due on pension contributions, this is an even more efficient option than taking additional salary.
Get the best deal for yourself
For advice on the best split between salary and dividends or help with setting up a limited company and registering for VAT, please contact Alterledger.
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Employers – Will you process auto enrolment in-house or outsource to an Accountant/Bureau?
The Pensions Regulator continues to try to inform employers about their new automatic enrolment (AE) duties. There is so much information available it has lead to much confusion. For employers, there is no getting around AE either. It is here to stay whether you like it or not. Employers that have at least one member of staff now have specific, mandatory duties to perform. This includes enrolling those employers who are eligible into a workplace pension scheme and contributing towards it. There are also some duties that need to be completed for non-eligible and entitle employees.
Another consideration for employers is whether you have the time or staff resources to deal with AE in-house or outsource this to a payroll bureau or accountant?
Confused? Join BrightPay for a free webinar where we will take you through our step-by-step guide to automatic enrolment has been designed to help employers understand the processes involved in completing their automatic enrolment duties.
One of the subjects on the webinar will weigh up the advantages of processing auto enrolment in-house or will you look to outsource this job to an accountant, bookkeeper of bureau? See the webinar agenda below.
Agenda
• Auto Enrolment Overview
• Staging dates
• Assessing Employees
• Enrolling
• Option of Postponement
• Handling Opt-outs and Refunds
• Supporting Employee Communication
• Recording and Providing Reports
• Integration with various Pension Providers
• Payroll Software
• Process AE in house or outsource
Register here today
Don’t worry if you can’t make it on the day we will record the webinar and send it to you after the webinar, along with any questions and answers that were discussed on the day. By registering your details for the event we will automatically send the information to you.
Hobby Trading Losses
Losses and profits
You might think that HMRC is being unfair in refusing loss relief, but if your activity is a hobby you won’t have to pay tax on profits either. This rule can be tricky as revealed in the case of P, when HMRC dismissed his claim for loss relief.
Trade or personal loss?
HMRC challenged P’s claim at a tribunal because in its view it related to non-business transactions and so was a personal financial loss and not one arising from a trade. Non-trading losses can’t be set against taxable income and it’s not just HMRC being difficult.
Trading tests
HMRC and tax specialists refer to the so-called “badges of trade” to decide if a trade exists. These tests were set out in a court judgment decades ago, but remain valid today. One of the tests to establish if a trade exists is that there must be an intention to make profit from a business. In P’s case the tribunal extended this test a little further.
Incapable of making a profit
P started two “businesses”, neither of which made a profit because, in the tribunal’s view, he was inexperienced and couldn’t devote enough time to them. Neither venture was capable of making a profit without P reducing the hours he spent in his main job. In essence P didn’t have the business acumen or time to devote to making his business profitable.
Putting the boot on the other foot
The ruling in P’s case is useful, not just for guidance on when losses are deductible, but for countering HMRC if it claims money you make from a hobby is taxable. Its view has always been that if you advertise your hobby in a newspaper or online you’re probably trading. But the tribunal’s judgment, supported by HMRC, dispelled that idea. If you don’t have the time or intention to carry on a trade, profit you make from isolated sales isn’t liable to income tax.
Turn your hobby into a business
For advice on converting your hobby to a profitable business, including help with setting up a limited company or registering for VAT, please contact Alterledger.
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Falling HMRC Fuel Rates – are your claims right?
The rates only apply when you either:
- reimburse employees for business travel in their company cars
- require employees to repay the cost of fuel used for private travel
If you pay a rate per mile for business travel no higher than the AFR, for the particular engine size and fuel type, HM Revenue and Customs (HMRC) will accept there is no taxable profit and no Class 1A National Insurance to pay.
You can use your own rates which better reflect your circumstances if, for example, your cars are more fuel efficient, or if the cost of business travel is higher than the guideline rates.
Advisory Fuel Rates from 1 March 2015
These rates applied from 1 March 2015. You can use the previous rates for up to 1 month from the date the new rates apply.
| Engine size | Petrol – amount per mile | LPG – amount per mile |
|---|---|---|
| 1400cc or less | 11p | 8p |
| 1401cc to 2000cc | 13p | 10p |
| Over 2000cc | 20p | 14p |
| Engine size | Diesel – amount per mile |
|---|---|
| 1600cc or less | 9p |
| 1601cc to 2000cc | 11p |
| Over 2000cc | 14p |
COMPANY car mileage rates have been slashed by up to 18% as HMRC cut the tax allowance across all six of the petrol and diesel categories in response to continuing fuel price falls.
Hardest hit by the rates, known as advisory fuel rates (AFR), are drivers of company cars with petrol engines greater than 1,401cc which have suffered a 3p cut in rates applicable from 1 March.
steve@bicknells.net
FILING CIC (COMMUNITY INTEREST COMPANY) ANNUAL ACCOUNTS
If you have not yet filed Annual Accounts for a CIC (Community Interest Company), then please be aware that the process and procedures for filing the Annual Accounts at Companies House is different from normal electronic filings.
Firstly you cannot file electronic Annual Accounts.
Guidance is published here at the Companies House web site (or click the Companies House logo below).
In order to file the Annual Accounts you will need to prepare a form CIC 34 which can be downloaded from the link.
The completed and signed (by a director or company secretary) CIC 34 form, together with a printed copy of the Annual Accounts and a £15 filing fee must be sent to Companies House well in advance of the filing deadline. This is to avoid any late filing penalties, should Companies House reject the initial filing and you need to make any amendments that might be necessary in order to re-file the Annual Accounts.
Companies House officials were not yet able (during April 2015) to provide us with information as to when the electronic filing of CIC Annual Accounts will be possible.
Hence, just like filing Limited Liability Partnership Annual Accounts, the traditional hard copy and postage paid (preferably recorded delivery) or handing in the documents at a Companies House official Contact Centre office location, is still the only way to get the Annual Accounts filing compliance check done, for the time being.
©3resource – 2015
Rohan Badenhorst
business.partner@3resource.com
When is a tax deduction allowed on property acquisition?
Acquisition costs need to split into capital and revenue expenses.
“Several tests have been developed through case law to ascertain whether expenditure is revenue or capital in nature. The ‘enduring benefit’ test, which originated from Atherton v British Insulated & Helsby Cables Ltd [1925] 10 TC 155, is one such test.
“In this case, that expenditure incurred with a view to providing the business with an ‘enduring benefit’ was not allowable as a trading expense. ‘Enduring benefit’ means that the expense will benefit the business not just in the year in which it is incurred, but also in the years that follow. [Taxation]
Capital Expenses
- Legal costs for the property purchase
- Property Acquisition Cost
Capital expenses are only recovered as part of the capital gains calculation when they are added to the purchase cost to reduce the overall gain.
Revenue Expenses
- Mortgage arrangement fees
- Legal fees on arranging loans
- Lenders normally include valuation fees in their charges
Revenue expenses are charged to the P&L and are deductible against income tax/corporation tax.
When loan costs are material they would normally be amortised over the period of the loan in order to apply the matching principle of accounting.
You cannot deduct:
- Expenses incurred in connection with the first letting or subletting of a property for more than a year. These include legal expenses such as the cost of drawing up a lease, agents’ and surveyors’ fees and commission.
- Any costs of agreeing and paying a premium on renewal of a lease.
- Fees for planning permission or registration of title on property purchase.
steve@bicknells.net
Business Accountant 