Selling my sole trader business to Ltd Co - tax implications

Selling my sole trader business to Ltd Co - tax implications

Author
Discussion

andyps

Original Poster:

7,817 posts

282 months

Sunday 16th October 2016
quotequote all
For the last few years I've been operating both as a sole trader and also running a limited company of which I am the majority shareholder. I've had a clear distinction between the two as the limited company has been VAT registered and as a sole trader I am not, using clear distinctions between categories of work across the two. Income for the sole trader elements has increased massively recently and is very close to the VAT limit so it makes sense to combine the two together under the limited company.

My question is, can I sell my sole trader business to the Limited company and treat it as a business sale to take advantage of the 10% CGT rate for selling a business? Obviously that would be better than corporation tax rates etc. so I would like to if it is allowed.

KevinCamaroSS

11,630 posts

280 months

Monday 17th October 2016
quotequote all
I think you need to talk to your accountant, or perhaps a different one. I am not sure of the legalities of your current business model. What precisely would you sell to your limited company?

Alpinestars

13,954 posts

244 months

Monday 17th October 2016
quotequote all
OP what are you disposing of at a gain to the company on which you want to get ER? Goodwill? Or other assets?

andyps

Original Poster:

7,817 posts

282 months

Monday 17th October 2016
quotequote all
I will talk to my accountant about it, just thought I would gauge opinion on here first as there are many people better informed than I am!

I would be selling goodwill and some things which could be regarded as IP to the limited company, there are very few assets as it is a service business.

Eric Mc

122,029 posts

265 months

Monday 17th October 2016
quotequote all
HMRC has tightened up the rules regarding sale of goodwill between connected businesses.

blindswelledrat

25,257 posts

232 months

Monday 17th October 2016
quotequote all
Eric Mc said:
HMRC has tightened up the rules regarding sale of goodwill between connected businesses.
I am not surprised.
Have they tightened up significantly , or just made it a bit more difficult i.e. is it still something achievable in a tax efficient way?

Eric Mc

122,029 posts

265 months

Monday 17th October 2016
quotequote all
Tax reliefs regarding Amortisation of Goodwill in such circumstances have been abolished.

andyps

Original Poster:

7,817 posts

282 months

Monday 17th October 2016
quotequote all
Thanks Eric, I thought it might not be as easy as it appeared! I'll chat to my accountant soon.

Alpinestars

13,954 posts

244 months

Monday 17th October 2016
quotequote all
Eric Mc said:
Tax reliefs regarding Amortisation of Goodwill in such circumstances have been abolished.
Not just that, that's the company (purchaser) end of it. As a vendor, you cannot get ER for gains on goodwill in these circumstances.

OP, you can still roll the unincorporated business into the corporate, tax free. You'd be taking advantage of incorporation relief. Broadly, the corporate gives you shares in return for the business. A future sale of the shares might qualify for ER.

andyps

Original Poster:

7,817 posts

282 months

Tuesday 18th October 2016
quotequote all
Alpinestars said:
Not just that, that's the company (purchaser) end of it. As a vendor, you cannot get ER for gains on goodwill in these circumstances.

OP, you can still roll the unincorporated business into the corporate, tax free. You'd be taking advantage of incorporation relief. Broadly, the corporate gives you shares in return for the business. A future sale of the shares might qualify for ER.
Thanks!

fridaypassion

8,563 posts

228 months

Friday 21st October 2016
quotequote all
Can you not just introduce the assets into the Ltd co as a Directors loan?

Eric Mc

122,029 posts

265 months

Friday 21st October 2016
quotequote all
What assets?

Alpinestars

13,954 posts

244 months

Friday 21st October 2016
quotequote all
fridaypassion said:
Can you not just introduce the assets into the Ltd co as a Directors loan?
No. That would be a taxable transaction and in respect of goodwill, would be taxed at the full CGT rate.