Our website uses cookies to enhance the visitor experience (what's a cookieCookies are small text files that are stored on your computer when you visit a website. They are mainly used as a way of improving the website functionalities or to provide more advanced statistical data.). Are you happy for us to use cookies during your visits?
Please note: continuing without making a choice equates to giving us your consent, which you can withdraw at any time via our cookies policy page.

Save Tax on Winding up a Company

Newsletter issue - February 09.

It is often not quite as easy to close down a limited company, as it is to set one up. Where a company has surplus assets it is often beneficial for tax purposes for those assets to go back to the shareholders in the form of a capital gain rather than as dividend income to take advantage of CGT exemptions and reliefs. The formal way of doing this to appoint a licensed insolvency practitioner to deal with the assets and liabilities but this can be expensive. However, an alternative to consider is an informal procedure called Extra Statutory Concession C16 (ESC C16) that can be used.

This is a concession applied by HMRC, which allows the remaining assets and cash in the company to be distributed to the shareholders without a liquidator being involved.

Where ESC C16 is used the distributions made to the shareholders are treated as capital, so capital gains tax is payable on any gains. In many situations, the amounts are small so the gains are covered by the individual's annual capital gains exemption (£9,600 for 2008/09) so no tax is payable at all.

However, before the Taxman will give permission for ESC C16 to be used the company secretary and its shareholders must give HMRC the following assurances:

The company

  • does not intend to trade or carry on a business in future;
  • intends collecting its debts, paying off its creditors and distribute any balance of its assets to its shareholders; and
  • intends to ask Companies House to strike it off the register of companies.

The shareholders and the company must agree to:

  • provide all information to HMRC such as company tax returns and accounts to determine any tax liabilities, and pay any corporation tax liability on income or chargeable gains; and
  • the shareholders will pay any tax due in respect of any amounts distributed to them out of the company.

One word of warning; any aggrieved creditors of the company can object to the company being struck-off and may ask for it to be reinstated if it has already been struck-off. Thus if there are any live claims against the company, a formal liquidation is usually the best way to solve the problem.

  • Auto enrolment icon

    Auto Enrolment

    Workplace pensions rules are changing.
    Be prepared for auto enrolment, see how we
    can help and read up on our guidance notes.

    More

  • Cloud accounting icon

    Cloud Accounting

    With our online bookkeeping packages, our support
    services are only a click away.
    Discover cloud accountancy solutions to bring your finances up to date.
    More

  • Pay less tax icon

    Pay Less Tax

    Our experienced tax advisors can help you
    make the most of your options to reduce
    your tax bills.

    More

  • Make more profit icon

    Make More Profit

    From business plans to management accounts,
    our business services will ensure you are in
    control of your business finances.

    More

  • Source finance icon

    Source Finance

    Our experienced partners can guide you
    in getting the finance you need to make
    your business grow. Read our guides or
    contact us for a free consultation.
    More

  • Outsource your payroll icon

    Outsource Your Payroll

    Let us handle payroll compliance for your
    business. We can deal with HMRC on your
    behalf, and take the stress out of RTI.

    More