The government has published the summary of responses to its consultation on company distributions. What does this tell us?
The draft legislation which brings capital reductions and distributions on a winding up firmly within the transactions in securities legislation will remain, albeit with a few tweaks. The position is the same for the targeted anti-avoidance rule (TAAR), which is being introduced to prevent ‘phoenixing’, the practice where shareholders receive a capital distribution on a winding up, only to embark on a similar activity in a subsequent company. Guidance on the new rules, in the form of examples, will be issued in due course.
The wider issues: The potentially good news is that the government claims to have listened to pleas for a period of stability to allow the new rules to take effect, in response to their suggestion to extend the consultation to the wider question of the distributions regime.
More specifically, the government’s suggestion of an introduction of some form of close company ‘apportionment’ charge on undistributed corporate profits presumably prompted such a chorus of disapproval from respondents that they offered up a range of alternatives instead, ranging from the reintroduction of retirement relief to taxing shareholders as sole traders. However, the government has confirmed it will not currently consider these broader changes, but continue to ‘monitor’ this area.
What does this mean? The government appears to have been persuaded (for now) by the range of complex commercial issues that would arise in attempts to deal with ‘money-boxing’, beyond curbing opportunities for capital reductions or liquidations. However, given the increasing disparity between the top rates of tax on capital gains and income distributions (10% (with entrepreneurs’ relief) and 38.1% respectively, since 6 April 2016), there can only be further incentive for shareholders to retain ‘surplus’ funds within a corporate structure until an opportunity to extract them as capital comes along.
Andrew Marr, Forbes Dawson (Forbes Dawson Tax Bite)
Home >Articles > Transactions in securities & the ‘phoenixing’ TAAR
Transactions in securities & the ‘phoenixing’ TAAR
The government has published the summary of responses to its consultation on company distributions. What does this tell us?
The draft legislation which brings capital reductions and distributions on a winding up firmly within the transactions in securities legislation will remain, albeit with a few tweaks. The position is the same for the targeted anti-avoidance rule (TAAR), which is being introduced to prevent ‘phoenixing’, the practice where shareholders receive a capital distribution on a winding up, only to embark on a similar activity in a subsequent company. Guidance on the new rules, in the form of examples, will be issued in due course.
The wider issues: The potentially good news is that the government claims to have listened to pleas for a period of stability to allow the new rules to take effect, in response to their suggestion to extend the consultation to the wider question of the distributions regime.
More specifically, the government’s suggestion of an introduction of some form of close company ‘apportionment’ charge on undistributed corporate profits presumably prompted such a chorus of disapproval from respondents that they offered up a range of alternatives instead, ranging from the reintroduction of retirement relief to taxing shareholders as sole traders. However, the government has confirmed it will not currently consider these broader changes, but continue to ‘monitor’ this area.
What does this mean? The government appears to have been persuaded (for now) by the range of complex commercial issues that would arise in attempts to deal with ‘money-boxing’, beyond curbing opportunities for capital reductions or liquidations. However, given the increasing disparity between the top rates of tax on capital gains and income distributions (10% (with entrepreneurs’ relief) and 38.1% respectively, since 6 April 2016), there can only be further incentive for shareholders to retain ‘surplus’ funds within a corporate structure until an opportunity to extract them as capital comes along.
Andrew Marr, Forbes Dawson (Forbes Dawson Tax Bite)
