You'll restructure a group, buy out a shareholder or sell a company maybe once or twice in your working life. Your accountant sees your business every month and these transactions rarely. The tax consequences of getting one wrong are permanent.
Bring us what's coming up: a transaction, a sale, an estate, a move in or out of the UK, or a letter you weren't expecting. We'll tell you what we see and what would be better done in a different order.
[Client quote to add. Ideally a company owner on a restructuring, demerger or sale.]
[Client quote to add. Ideally a family on estate planning, or a client taken through an HMRC enquiry.]
That's the work we do. Not the accounts and the returns, but the decisions that sit underneath them. Restructuring a group. Buying a shareholder out. Splitting a business between shareholders who want to go separate ways. Getting a company into the right shape before it goes to market.
The pattern is always the same. Structured properly, most of this work can be done with little or no tax charge. Done in the wrong order, or documented after the fact, and the same commercial outcome costs a great deal more. There is rarely a way back.
Some of it also has a clock on it. Business Asset Disposal Relief needs its conditions satisfied for two years before a disposal, which means the planning window opened two years ago. If you're six months from a sale and the structure is wrong, there is often nothing anyone can do.
Most business owners make these decisions once. We've made them many times, and the routes are genuinely different depending on what each shareholder wants to end up owning. That's the conversation we start with, rather than the mechanics.
Reorganising share capital, putting a holding company on top, or splitting a trading business from the investment assets. Usually to protect assets, prepare for a sale, or bring a new shareholder in. The transfer has to be structured as a share for share exchange to avoid a disposal, and if the group ends up holding too much by way of investments you can put Business Asset Disposal Relief at risk on a future sale. Solving one problem while creating another is easy here.
Splitting a company or group in two, normally where shareholders want to go separate ways. A liquidation or a straight buyout would mean CGT at 24% on the value of all the assets. A statutory demerger is cheaper but the conditions are narrow and it only works for trading businesses. A capital reduction demerger is more flexible and handles investment assets, but costs more and needs a solvency statement. This is the most technical work we do.
Buying a shareholder out through the company. Done correctly the payment is subject to CGT at 24% rather than dividend tax at 35.75%, or 39.35% for an additional rate taxpayer. HMRC is strict: the buyback has to be wholly or mainly for the benefit of the trade, and the benefit has to be to the company, not the departing shareholder. A management deadlock qualifies. A sole shareholder who simply wants cash out does not.
Getting the structure right so that reliefs such as the Substantial Shareholding Exemption or Business Asset Disposal Relief are in place and locked in before you go to market. Which relief applies depends on who is selling. BADR is for individuals and gives 18% on the first £1m of lifetime gains. SSE is for a company selling shares in a subsidiary and can take the gain out of corporation tax entirely.
Structuring the deal: share versus asset sale, deferred consideration, loan notes and preference shares. Sellers generally want a share sale, buyers often prefer assets. What you agree there moves the economics more than a few points on the headline price. Depending on how an earn-out is drafted it can be taxed as a gain or as income, and the difference can be more than twenty points. We'd rather see the heads of terms than the signed contract.
Clearance on share for share exchanges, transactions in securities, EIS and SEIS relief, and purchase of own shares. It isn't compulsory and it isn't bulletproof, since HMRC can walk away from it if the facts given were incomplete. On a significant transaction it is worth having, because it gives you certainty before you commit.
40% is the number everyone knows. What people don't realise is that almost every effective way of reducing it needs time to work. Gifts take seven years to fall out of your estate. Trust planning takes years to mature. Getting a business into a shape that qualifies for relief can take a year or more on its own. The difference between planning at 60 and planning at 80 is often the difference between a solvable problem and an unavoidable bill.
We calculate what your estate would actually pay today and build the mitigation around your family and business circumstances, across businesses, shares, property, investments, pensions, foreign assets and trusts. We also advise on documentation, because a gift nobody recorded, or a gift where you carried on enjoying the asset, can be pulled straight back into the estate. By then you aren't around to explain what you intended.
One change worth knowing about now. From April 2027, unused pension funds come inside your estate for inheritance tax, and your executors are the ones who have to report and pay it. For a lot of people that reverses the order they should be drawing on assets in retirement, because the pension has gone from the most efficient thing to leave behind to one of the least.
The nil rate band has been frozen since 2009 and the residence nil rate band since 2020, both into the 2030s, while property values keep climbing. Estates that were never meant to be caught now are.
Qualifying assets are exempt from IHT up to £2.5m per person. For a married couple that shelters £5m, which is £2m of IHT you don't pay. Above the allowance relief drops to 50%, so the excess is taxed at an effective 20%. Qualifying is not automatic, and it's where most of the value in this work sits. A business holding significant surplus cash, let property or an investment portfolio may only qualify in part. A company that has quietly drifted from trading into investment over a decade can fail the test without anyone noticing.
For succession, asset protection, and keeping some control over what you've passed on. The tax is part of it, but the real value is usually control: moving value out of your estate without handing assets outright to a 22-year-old, protecting what you've built from a divorce or a creditor, and keeping a say in when the next generation benefits. The trade-off is the charges, on the way in, every ten years, and on the way out. That's a reason to model it properly, not a reason to avoid it.
A similar job to a trust, passing value down while you keep control, but through a company rather than a settlement. For families with substantial investment assets it often works better, particularly where trust entry charges would be painful. The share structure is what makes it work. Growth shares let future growth accrue to your children while the current value stays with you. Freezer shares fix your entitlement so everything above it belongs to the next generation.
An estate review tells you what your family would actually pay today and what can be done about it. Most people are surprised in one direction or the other.
Since the abolition of the non dom rules, your residence position drives your entire personal tax position. Whether your foreign income is taxed here. Whether a gain on an overseas asset is caught. Whether your worldwide estate falls within UK inheritance tax. Get it wrong, sometimes by a handful of days, and an entire tax year can go the wrong way, including the year you sold something significant. This is a facts and dates exercise, not a matter of intention. HMRC doesn't care where you feel you live. It cares how many midnights you spent here and which ties you kept.
We apply the Statutory Residence Test to your exact facts to determine the date you become, or cease to be, UK resident. The test runs in a set order: automatic overseas tests, then automatic UK tests, then the sufficient ties test. The detail is where people come unstuck. A day generally counts if you're here at midnight, and work, family, accommodation and ninety-day ties all have precise definitions that don't match ordinary use.
Split-year treatment, the temporary non-residence rules, and the timing of when to sell and when to return. Two traps catch people repeatedly. Leaving mid-year does not split the tax year automatically, and if you don't fall inside a specific case you're taxed as UK resident for the whole year. And coming back too soon can reach back and tax gains you realised while abroad.
How the Foreign Income and Gains regime applies to you, what falls outside UK tax during the window, and how to restructure assets before you arrive or during it. The window is generous and it is also short. New arrivals often use it well and then hit year five with a structure built for a regime that no longer applies to them.
Whether UK inheritance tax applies to you and which assets fall within its scope. Domicile has gone as the test, replaced by one based on how long you've been resident here. Long-term residents can find their worldwide estate inside the UK net, and people leaving find there's a tail before overseas assets fall out of it again.
Most property tax is straightforward and your accountant handles it perfectly well. Two areas are not: moving a portfolio into a company, and working out stamp duty on anything that isn't a plain residential purchase. In both cases the tax is large enough to change whether the transaction makes sense at all.
Inside a company you pay corporation tax rather than income tax on rental profits, and get full relief for mortgage interest instead of the restricted basic rate credit. For a higher-rate landlord with borrowings the annual saving can be substantial. The problem is the cost of getting in. A transfer to a company is a disposal at market value, so there's CGT on the way in unless relief applies, and SDLT including the surcharge on additional property. On a portfolio of any size those two together can run to six figures, payable now against a saving that accrues over years. Stamp duty is usually what decides it. These incorporations are under a high level of HMRC scrutiny, so the modelling has to happen before you commit.
For the complex transactions: mixed-use property, where residential and commercial elements can bring the whole transaction within the lower non-residential rates. Six or more dwellings bought together, treated as non-residential for rate purposes. Linked transactions between connected parties, aggregated and pushed into higher bands. Transfers involving debt, where taking on a mortgage counts as consideration, which catches people making what they think is a gift. And additional property, where the surcharge turns a manageable charge into a large one.
Most HMRC correspondence is routine and your accountant deals with it. Some of it isn't, and the difference matters, because what you say in the first few letters shapes everything that follows. The single most common mistake we see is over-disclosure. People want to be helpful, so they answer the question they think was asked, volunteer context nobody requested, and hand HMRC the thread it needed to open a wider enquiry. You are obliged to answer what's properly asked of you. You are not obliged to write HMRC's case for it.
Establishing what has actually been opened, on what basis, and whether HMRC is even in time to be asking.
Testing Schedule 36 information notices. Not every request HMRC makes is one it's entitled to make: a notice has to be reasonably required for checking your tax position, and there are categories of document it can't demand.
Controlling what gets disclosed and when. An enquiry handled properly in the first two months often closes quietly. One handled loosely can run for years and widen as it goes.
Careless and deliberate sit in very different penalty ranges, and HMRC does not always land on the right one. Moving a case from deliberate to careless can change the penalty by tens of percentage points.
There's a right to an independent internal review before you go anywhere near a tribunal. It's quick, it costs nothing, and it's worth using properly rather than as a formality.
We take irregularities to HMRC before they come to you. Coming forward before HMRC has any reason to suspect a problem starts the penalty range far lower, and in some cases at nothing at all. Wait until a letter arrives and the same disclosure is worth much less to you. There is more than one route in, and which one you use affects the protection you get.
The CTA is the highest tax qualification in the UK, and it sits alongside accountancy rather than on top of it. Your accounts get prepared and your returns get filed either way. The difference is who plans, structures and defends the position around them.
I trained at Deloitte in their private client team, advising ultra-high-net-worth families on structuring, succession and international matters. The planning that is routine at that level is planning most owner-managed businesses are simply never offered, and that is the work we do here.
No account manager, no handover to a junior, no waiting three weeks for a partner to review something. You speak directly to the Chartered Tax Adviser doing the work, from the first conversation through to the final advice.
Who you'll deal with
ACA · CTA
Chartered Accountant and Chartered Tax Adviser, and the person who leads the tax advisory work at Saymur. I trained in private client tax at Deloitte, working on structuring, succession and international matters for ultra-high-net-worth families, before building the advisory side of the practice here.
You'll deal with me directly, rather than with a team you never actually meet.
