Closing Down Your Company

If you are in the process of closing down your company, or are thinking of doing so, you need to know about the change in the tax law from 1 March 2012.

If your company contains significant value, you will want to extract the cash and assets in the most tax efficient manner. Until now you could ask the Taxman to apply concession C16 to the payments made during an informal winding-up up of the company. Concession C16 allows the payments made to shareholders (known as distributions) to be taxed as capital gains. Shareholders who were also officers or employees of the company may be able to claim entrepreneurs' relief on those gains, which means the gain is taxed at just 10%.

Concession C16 is generally granted when the company has paid all its creditors, including the Taxman, and the owners promise not to start-up the same business in a different company. Concession C16 will cease to apply from 1 March 2012, and will be replaced by a new law as follows:

- Where the distributions are more than £25,000 in total, all those distributions will be subject to income tax (at rates of 25% or 36.11%), in the hands of the shareholders.
- Where the total value of the distributions to the shareholders of the company is no more than £25,000, the entire amount will be taxed as capital gains (at 10% where entrepreneurs' relief applies, or at 18% or 28% otherwise).
- Payments made as part of an informal winding-up on or after 1 March 2012, will be subject to the new law even if permission to use concession C16 was previously given.
- It doesn't matter on what date the company is finally dissolved or struck-off, it is the date on which the distribution is made that counts.

If your company holds significant value and you want to close it down, you can opt to use a formal liquidation. This will allow all the distributions to be treated as capital gains and for the lower tax rates to apply. However, a registered liquidator may charge a fee of £5000 or more to undertake the liquidation.

Penalties for Late Payment of PAYE

PAYE and other payroll deductions need to clear Taxman's bank account by 19th of the month, if paid by cheque. Electronic payments can arrive by 22nd of the month, or the last banking day before that date.

If you use the faster payments service (FPS) to make your PAYE payment, the amount transferred will clear the Taxman's bank account the same or next day. However, there are limits on the amounts that can be transferred per day and per transaction using FPS, which vary from bank to bank. So check what limit your bank applies.

Late payments of PAYE will result in an automatic penalty of up to 4% of the PAYE that was paid late. You are permitted to make one late payment of PAYE during the tax year, but two or more late payments will mean that a penalty will be charged after the end of the year.

In addition, if you have still not paid after six months you may have to pay a further penalty of 5 per cent. A further penalty of 5 per cent may be charged if you have not paid after 12 months. These apply where only one payment in the tax year is late.

The Taxman has already issued many penalties for late payment of PAYE in 2010/11, and some of these penalties have been calculated incorrectly. If you receive a penalty notice, please ask us to check it as soon as it arrives. Any appeal must be submitted within 30 days.

Confessing to Tax Fraud

The Taxman is currently writing to taxpayers who are suspected of tax fraud, asking them to make a full disclosure of their wrong-doing under the contractual disclosure facility (CDF).

If you receive a letter offering the CDF, it is a very serious matter. The Taxman has taken a view that he could launch a criminal investigation into your tax affairs, but has decided that a criminal case is not cost-effective. Instead he is offering you a binding agreement to come clean, with the promise of low penalties.

You only have 60 days to decide whether to accept the CDF. If you don't reply in that period, the Taxman will start a formal investigation into your tax affairs, which could result in a criminal case. The CDF letter will also contain a denial letter, which you can sign and return if you believe you have no involvement in tax fraud.

Before you make any response to a CDF offer, please discuss the matter with us in confidence.

Reporting EU Sales to HMRC

If your business is registered for VAT in the UK and you sell to VAT registered customers in other EU countries you are required to submit an EC sales list (known as ECSL or form VAT 101), to HMRC. If you move your own goods to a branch or subsidiary of your business in another EU country, you may also have to complete an ECSL for that period.

The ECSL is generally submitted quarterly, but businesses that export goods totalling more than £35,000 (excluding VAT) per quarter must complete an ECSL every month. If your business only sells services to other EU countries you can continue to submit a quarterly ECSL, but you can opt to submit monthly ECSL forms.

When you complete box 8 on your VAT return, the Tax Office will automatically send you an ECSL form to complete. The paper ECSL form must be submitted within 14 days of the end of the reporting period. You can complete the ECSL online, in which case you have 21 days from the end of the period to submit the form. Note that this deadline is well before the deadline for your regular quarterly VAT return.

We can help you submit ECSL forms, either on paper or online. Talk to us about the work involved.