The end of disincorporation relief?
Disincorporation involves the transfer of a business from a private limited company to a sole trader or partnership. Disincorporation relief was introduced from 1 April 2013 and is effectively a form of roll-over or deferral relief. The relief is due to end on 31 March 2018.
The relief allows a company to transfer certain types of assets to its shareholders without the company incurring a Corporation Tax charge on the disposal of the assets. The shareholders then continue to operate the business in an unincorporated form and use the reduced transfer value of any assets when calculating any future capital gains.
In general, a company and its shareholders can make a claim for disincorporation relief where:
- The business is transferred as a going concern.
- The business is transferred with all its assets, there is an exception for cash.
- The total market value of the qualifying assets at the time of the transfer do not exceed £100,000.
- The company must transfer its business to some or all shareholders.
- The transfer must be a 'qualifying transfer'.
- The transfer occurs between 1 April 2013 and 31 March 2018.
The Office of Tax Simplification (OTS) has recently published a report looking at the future of the relief after 31 March 2018. Interestingly, the report noted that although over 600,000 companies in the UK have been eligible to use this relief, as of March 2016 fewer than 50 claims had been made. One of the reasons for the low take-up of this measure is thought to be that the £100,000 limit is too low and there can also be Income Tax charges for the shareholder.
When there are convincing arguments for disincorporation the relief outlined above may be useful if you want to take action before April 2018. The OTS report may prompt HM Treasury to look at this issue before the autumn Budget and we may see an extended form of this relief being introduced beyond April 2018. In any event, it is important to consider a number of concerns, not just tax issues when making this decision.