Member Since: 18th Mar 2014
2nd Aug 2019
Presumably there’s a shareholders agreement - what does it say?
If not look at the Arts and Memos for shareholder relationships.
The directors are appointed by shareholders to run the company on their behalf.
Is the director also a shareholder?
How long was the appointment for?
Is there a contract for services or for employment?
Directors and members have duties, responsibilities and obligations under companies legislation- if they breach these then they may be subject to fines or prosecution.
Why would you file accounts with CH that have not been approved by the members at AGM?
If there are assets in the company why would shareholders gift these to Director?
12th Jan 2019
Tax is an expense. Your client has a duty to provide for his family. The less tax they pay the more for his family.
Making best use of available personal allowances seems sensible.
What are the costs and risks with the proposal?
Can the claim to Employer Allowance be challenged as associate with Co1?
Is there taxable income in co2 to set against salary?
Is wife’s wage w&e ?
What is cost of setting up and running Co2?
Can same result be achieved in better way?
As regards whether you should act - if you are not comfortable then walk away
9th Aug 2018
There was probably was small salary a “loan” made to your client. HMRC will at the very least have P60’s for the years that your client was involved in the scheme.
Assume that they have information from correspondence from other participants and possibly the scheme administrators and the trustees.
Is there an open Enquiry? Do HMRC have grounds to make a discovery assessment? What are the implications of the 2019 loan charge?
When HMRC raise an assessment they only have to show that it is reasonable. Your client has to prove that it is not.
Explain the options that are available to your client and the consequences. Allowing HMRC to control the situation is lightly to be one of the more expensive options.
26th Jan 2018
Seek professional advice - how can the company exist without Articles of Assoc?
Who is managing the company if not a (quasi) director?
21st Sep 2016
Your question is confusing did the company buy back the shares in which case they will be cancelled or where they reallocated to the remaining shareholders?
What do the Articles of association say vis a vis the company buying back its shares?
Have the necessary resolutions been passed and Company House informed within the 28 day time limit?
One would expect the Shareholders agreement to cover the situation. If there isn't one in place the remaining shareholders would be advised to make a shareholders agreement.
If the company has not bought the shares back but the remaining shareholders have bought the shares from the departing shareholder with funds taken from the company, then they will have to account to the company for the money they have taken from it.
The Arts and shareholders agreement will be relevant when registering the new shareholdings.
The appropriate resolutions should be in place.
The tax issues are complex clearly you are too late to obtain advance clearance from HMRC for treatment of the buy back to be classified as capital.
The transfer of the shares between shareholders will be capital transactions and deemed to be at market value.