understands your needs?
helps you keep more of your income?
delivers custom solutions?
We take the time to explain your accounts to you so that you understand what is going on in your business.
Up to date, relevant and quickly produced management information allows you to make the right decisions.
Let us take the stress of paperwork out of your hands.
We understand the issues facing owner-managed businesses and prepare tax returns in a timely and efficient manner.
We provide you with practical advice on personal tax and the planning opportunities available to you.
Running a small business places many demands on your time. We can help lift the load with our complete payroll service.
Our efficient and practical payroll bureau means that you can be sure your payroll is handled expertly and complies with all the requisite legal requirements.
Designed to ease your administrative burden, our service removes what is often a time consuming task, leaving you free to concentrate on managing your business.
We can also prepare your benefits and expenses forms and advice you of any filing requirements or National Insurance that falls due. Benefits and expenses can be a very complicated area and knowing what and where to report can be tricky.
We can file all of your in-year and year end returns with HMRC and provide you with P60s to distribute to your employees at the year end.
Businesses dealing with the requirements of VAT legislation will agree that this is often a complex area.
We also offer VAT consultancy that goes beyond general compliance, working with you to minimise your liabilities by taking advantage of any reliefs applicable to your business.
Our compliance services offer support for all stages of completing your VAT returns, whether you need advice on the treatment of specific transactions or have produced your records and would like verification that they are correct.
We can also advise on the pros and cons of voluntary registration, extracting maximum benefit from the rules on de-registration and Flat rate VAT schemes.
Our consultancy service guides you through the intricacies of the legislation, pinpointing areas where you may be able to relieve or partly relieve the cost of VAT for your business, for example when purchasing new equipment or undertaking new projects such as property development.
We can conduct a full tax review of your business and determine the most efficient tax structure for you.
We look after a wide variety of individuals, including:
We can assist with:
Acting on your behalf in discussions with the tax authorities.
Welcome to our home page. We are a firm of Chartered Certified Accountants based in Derby and dedicated to looking after the needs of small and medium sized businesses and individual taxpayers.
We offer a range of accountancy, auditing and taxation services and welcome new clients and those thinking of starting their own business and in need of positive and constructive advice.
If you are looking for a proactive firm to help you keep more of your income then please contact us to discuss your requirements.
Auto-enrolment refers to the process whereby employers need to enrol certain employees into a pension scheme.
Auto-enrolment applies to all employers regardless of the number of people they employ and covers all employees aged between 22 and the state pension age, who currently earn more than £9,440 per year and who are not already in a qualifying workplace pension scheme.
Auto enrolment staging dates:
Employers with 250 or more people were staged between October 2012 and February 2014.
Employers with 50 to 249 people will be staged between 1 April 2014 and 1 April 2015
Employers with fewer than 50 people will be staged between 1 June 2015 and 1 April 2017
New employers setting up a new business from 1st April 2012 up to and including 30th September 2017 will have a staging date between 1st May 2017 and 1st February 2018.
How much are the contributions?
Contributions are based on a contribution from employer and employee. The combined minimum contribution starts at 2% of a workers gross earnings, of which at least 1% must be paid by the employer. Over time the minimum contributions payable will increase and by October 2018 the minimum contribution will be 8%, made of at least 3% from the employer and 4% from the employee, and 1% tax relief.
The contributions payable relate to earnings bands ranging from, at present, £5,668 up to a maximum of £42,475. Therefore there is a ceiling for total payments under Auto-enrolment.
When do you need to take action?
Experience shows that ideally you need to start looking at the implications and implementation of Auto-enrolment 12 months prior to your staging date.
What if you already have a pension scheme?
You may already have an existing pension scheme in place, however this might not be appropriate, in that it doesn’t include or is not open to all employees. You will need to check if it does or could comply and whether you can enrol other employees into it. It may be that an alternative appropriate pension scheme will need to be set up.
If you have an existing defined contribution scheme then you can assess whether such a scheme meets the minimum criteria for an automatic enrolment scheme by visiting www.tpr.gov.uk/DC-qualifying-scheme-tool
What if you don’t have a pension scheme in place?
If you don’t have a pensions scheme in place then you will need to find one. Such schemes include the National Employment Savings Trust (NEST), which has a public service obligation to accept all employers that apply to join it. This obligation is regardless of employee numbers or the overall value of contributions.
Details of other providers can be obtained by visiting www.tpr.gov.uk/DC-qualifying-scheme-tool.
How do you go about implementing Auto-enrolment in your organisation?
You can follow the guidelines and processes for setting up a scheme provided by the pension’s regulator, please see details at www.thepensionsregulator.gov.uk
What else does Auto-enrolment impact on in terms of your organisation or business?
Other than introducing the scheme itself the biggest impact on the organisation will be that on its payroll procedures.
As part of planning for Auto-enrolment you will no doubt have to look at your payroll software and processes to ascertain if they are robust enough to deal with the new guidelines. One key aspect will be the need to have records of those employees that have been informed of the pension scheme and have been given the option to opt out, with records kept of those choosing to opt out.
What if employees do not wish to take part?
Employees that do not wish to enrol on or participate in a scheme can choose to opt out.
We are able to guide and support you through the process of establishing an Auto-enrolment scheme. Fees are charged on a time spent basis. For a quotation please contact us.
If you are starting your own business, running it as a sole trader is the quickest and easiest way to do it. However, you will have unlimited liability which means you are personally responsible for business debts.
Another important aspect is that you are taxed on all the profits with little opportunity for tax planning. This is why most businesses will incorporate when business profits increase.
We can assist in all aspects of self-employment, from choosing the best time to start the business, the best time for your year-end, support you through the initial business registration and provide advice on all aspects of tax. We will also advise what business records should be kept.
If you wish to know more about our Sole Trader service or would like to arrange a free initial meeting, please contact us on 01332 202660 or send an email.
We provide a range of compliance services for sole traders:
Partnerships are similar to sole trades, except that they are used when more than one person wishes to own the business.
Each partner's profit share is determined by the partners and it is best practice to record this in a formal partnership agreement.
With partnerships each partner has joint and several liability for the debts of the partnership, so that if one partner cannot pay their share of any business debts, the debt will fall on the other partners.
Even the strongest relationships can suffer in difficult times and disagreements can arise over time. Setting up a partnership agreement from the outset is essential.
If you wish to know more about our Partnership service or would like to arrange a free initial meeting, please contact us on 01332 202660 or send an email.
Our compliance services include:
We are a member firm of the Association of Chartered Accountants and our rigorous internal procedures mean that limited company clients can be confident that their accounts have been prepared in line with the Association’s high standards of practice and the Companies Act 2006.
Corporate tax planning can result in potentially significant improvements in your bottom line. Our services will help to minimise your corporate tax exposure and relieve you of the administrative burden.
If you wish to know more about our Limited Company service or would like to arrange a free initial meeting, please contact us on 01332 202660 or send us an email.
Self assessment tax returns are becoming increasingly complex and failing to submit your return on time, or correctly, can result in substantial penalties.
We use our expertise and the latest tax software to ensure that tax returns are completed efficiently, accurately and on-time. We have considerable experience in dealing with HMRC and are also experienced in representing our clients should they be subject to a tax enquiry or investigation.
We provide a comprehensive personal tax compliance service for individuals that includes:
If you wish to know more about our Self Assessment service or would like to arrange a free initial meeting, please contact us on 01332 202660 or send an email.
Invoicing your contracting work through a limited company is highly tax efficient.
We are IR35 experts and will advise you on how to structure your next contract to minimise IR35 risk. We will ensure you claim all the tax deductible expenses that you are entitled to. We will work out if you can save money by joining the VAT Flat Rate Scheme. We will complete your accounts and tax returns well ahead of deadlines and provide you with clarity over your future tax payments.
We provide our contractor clients with IRIS Openbooks accounting software which is web based.
Free company incorporation - If you are a new Contractor and sign up with us we will incorporate your new company for free. We will also deal with the HMRC registrations.
To find out more about our Contractor service please contact us on 01332 202660 or send an email.
Included in this service:
We appreciate that many businesses do not have the size or capacity to employ full-time accountancy staff. We therefore operate a full package of outsourced services.
VAT • Value added tax is one of the most complex and onerous tax regimes imposed on business. We provide an efficient cost effective VAT service which includes assistance with VAT registration and help with completing your VAT return.
Payroll • Administering your payroll can be time consuming and the task is made all the more difficult by the growing complexity of taxation and employment legislation. We provide a comprehensive payroll service.
Construction Industry Scheme • CIS returns & payments
Book-keeping • Maintenance of accounting records
Management Accounting • Provision of management accounts
Company Secretarial • Annual returns & statutory records
If you wish to know more about these services please contact us on 01332 202660.
If your business does not require a statutory audit then our Assurance Service will provide reassurance that your accounts stand up to close scrutiny from your bank or other finance providers.
Work is tailored to your specific requirements and the level of confidence that you are looking to achieve and will provide credibility to your accounts by the issuing of an independent report.
When carrying out an assurance report we will also produce a detailed review of your business processes and controls to identify underlying risks and identify and provide suggestions for where key improvements and efficiencies can be made in the business.
Adrian Mooy & Co is a registered auditor with the Association of Chartered Certified Accountants.
We strive to provide an auditing service that adds more value than merely the statutory compliance requirement of an audit.
We tailor the audit to meet your circumstances and needs, which enables us to identify and resolve the key accounting and control risks facing your business.
Using the latest techniques and software we deliver a quality, cost-effective and efficient audit that provides real value to our clients.
Before starting out you may need help with business planning, cash flow and profit & loss forecasts.
You may also want help identifying the best structure for your business. From sole trades and partnerships to limited companies and limited liability partnerships, we have the experience to advise on the best solution for you both operationally and from a tax point of view.
Once your business is established we can assist with budgeting, cash flow management and profit maximisation.
We have experience in advising on accounting software selection, profit improvement, profit extraction, tax saving, exit strategies and succession planning.
If you wish to know more about our Business Start-up service or would like to arrange a free initial meeting, please contact us on 01332 202660 or send us an email.
We can work with you to:
Accountancy and taxation of property is a specialist area. We have the expertise and experience to work effectively with private landlords and property investors. We deal with self-assessment tax returns, accounts preparation and tax advice for all aspects of property portfolios including buy to let landlords, investors refurbishing properties to let or sell and property developers.
Whether you are a first time buy to let landlord or a long established developer we will discuss and understand your situation in order to advise and recommend the most appropriate medium through which to carry out your property investments whether as individuals, joint owners, through a limited company or using a pension scheme.
We will guide you through the maze of accounting and tax issues that you encounter in the property business. We will help you to you plan effectively and to understand the valuable reliefs available to minimise your liability to Income Tax and Capital Gains Tax.
Services we offer include:
Confirm your expectations
Our aim is to help you maximise your business potential and we tailor our service to meet your requirements and agree a timetable for delivering them.
Understand your needs
Firstly we listen and gain an understanding of your business and what you are aiming to achieve.
Communication is important to the success of any commercial venture. It is therefore a vital part of our work with you, sharing the knowledge and ideas that help you to realise your ambitions.
Build a relationship
Success in business is based around relationships and trust. Our objective is to develop and build strong relationships with our clients, based on two way trust and respect.
We seek your opinions on the service we provide and respond to feedback in order to upgrade and improve what we do.
Straightforward and easy to deal with Adrian Mooy & Co provide an efficient, friendly and professional service - payroll, tax returns, annual accounts and VAT returns are always done on time. Eddie Morris
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An Introduction to the Tax System for the Self Employed
You must register with HMRC within the first three months of self employment.
In calculating taxable profits you are entitled to claim deductions from your business income in respect of any expenses incurred for the purposes of trade (with a few minor exceptions). When you buy equipment for your business, you will be entitled to deduct the full cost (up to a maximum of £500,000 per year from 6.4.2014)
Tax is payable on the whole of the profits of a trade and the aim of the system is that over the lifetime of your business the profits will be taxed once, and once only.
How is the tax collected? - Tax returns covering income for the year ending 5 April 2014 have to be submitted to HMRC by the ‘filing date’ which is 31 January 2015 for online returns.
Payment of tax - Payments on account of income tax and Class 4 NIC will be due on 31 January 2014 and 31 July 2014. These interim payments will be based on one half of the total liability for 2012-13. The balance of income tax for 2013-14 is due on 31 January 2015 (along with the first interim payment for 2014-15 and any capital gains tax for 2013-14). Interest and surcharges will be levied for late payment.
The self-employed are subject to a two-tier system of national insurance contributions. Class 2 NICs are aligned with self assessment liabilities. Profits between certain limits are subject to Class 4 NICs and payable at the same time as the instalments of tax.
Employed or Self Employed? (Part 1)
The question as to whether someone is employed or self employed is not as straightforward as it might at first appear. Many people assume they are free to choose, but HM Revenue & Customs emphasises that this is not the case.
How do you decide? - Although there is no clear-cut answer to this question, HM Revenue & Customs considers areas such as: • Ultimate control of the work • Profit element, and risk of loss • Provision of materials and equipment • Integration with the employer’s business • The intention between the parties • Usual conditions in the industry.
The employer has responsibility for determining employment status.
What are the practical differences? - Employees are taxed under the PAYE system and are liable to Class 1 national insurance (NI) contributions. If the worker is an employee, the employer also has to pay Class 1 NI.
Employees have rights under health and safety and employment laws, such as the rights to redundancy payments and not to be unfairly dismissed. Moreover, the range of social security benefits is greater for employees than for the self employed.
Self employed workers are taxed under self assessment and are allowed more scope in claiming expenses. They also pay Class 2 and Class 4 NI contributions, the combined burden of which is lower than Class 1 NI. Their ‘employers’ are not subject to NI.
Employed or Self Employed? (Part 2)
What if you are wrong? - It is the responsibility of the person making the payment to get it right. If you treat a worker as self employed and he or she is subsequently ruled to be an employee, you could find that all the payments you have made will be treated as net payments, and you will have to pay the corresponding tax and employees’ NI, as well as the employer’s NI. You have no right in law to recover such items from your employees after the event.
Can you create conditions to favour self employment? - If you want to substantiate a classification of a worker as self employed, we strongly recommend that you have drawn up and enforce a suitable contract defining the services provided. In line with the tests referred to above, you will need to give particular consideration to the following points:
Pricing - One of the main requirements is that self employed workers bear some element of risk in the arrangement, which means you will have to avoid the ‘hourly rate’, in favour of a ‘price for the job’.
Workmanship - Within reason, the more freedom the worker has in the detail of the way the work is carried out the better. You must also make it clear that the worker will have to put right any faulty work at his or her own expense.
Substitution - One of the strongest tests of self employment is the right to substitute a worker who is equally capable of carrying out the work.
Insurance - ll self employed workers should hold public liability insurance.
Provision of equipment - Where practical, the worker should supply at least some of the important equipment or tools.
Should You Form a Limited Company?
Recent tax changes have made it even more important to consider carefully, when running a business, whether it is best to trade as:
• Sole trader – an individual
• Partnership – two or more individuals or companies
• Limited company • Limited liability partnership
We are often asked, ‘Should I form a Limited Company?’ The reality is that there is no easy answer. Each situation has to be judged individually. As well as the obvious issues of tax and national insurance contributions (NICs), there are other potentially relevant factors, such as: • The nature of the business and its expected rate of growth • The degree of commercial risk • Administrative obligations • Personal preferences • Pensions and retirement
In the early years of a business, the privacy of operating as a sole trader or partnership may be attractive. Business funds can be used at will with fewer restrictions than in an incorporated environment. However, we are considering here the features of a limited company. A company is a completely separate legal entity subject to two main areas of regulation – tax and company law. This planning guide looks at some of the advantages and disadvantages of trading as a limited company.
Possible advantages of incorporation
• Incorporation normally provides limited liability. If a shareholder has paid fully for his or her shares, he or she cannot normally be required to invest any more in the company. Although companies with bank borrowings often have to provide directors’ personal guarantees, the protection of limited liability will generally apply in respect of liabilities.
• A company enjoys legal continuity, it can own property, sue and be sued.
• Effective ownership or part ownership of the business may be readily transferred, subject to the provisions of the Articles of Association.
• Shareholders can be paid in dividends (currently free of NICs)
• Growing businesses can re-invest profits after an overall tax charge of 20%.
• Accumulated funds could be withdrawn on a sale of shares with the benefit of capital gains tax (CGT) Entrepreneurs’ relief which reduces the effective CGT rate to 10%.
• Corporate status is sometimes thought to add to the commercial respectability of the business.
• Employees may be offered an opportunity to buy their own stake in the business.
• The National Minimum Wage does not apply to directors (as they are office holders)
Potential disadvantages of incorporation
• Formation of a company incurs administrative costs.
• Customers and suppliers must be informed of a change to limited company status.
• The tax position arising on the incorporation of an existing business needs careful analysis. It may be possible to defer capitals gains tax on the transfer of goodwill etc.
• A company's accounts must be filed on public view with the Registrar of Companies.
• Funds withdrawn from a company normally give rise to tax liabilities.
• Remuneration for directors is subject to both employee's and employer's National Insurance liabilities. Both the company and its directors are liable to NIC on many benefits in kind, and a form P11D must be prepared for each director.
• Tax on directors' remuneration paid monthly is payable on the 19th of the following month through the PAYE system, and corporation tax is payable nine months and one day after the end of a company's accounting period. For a sole trader or partnership, tax is generally paid by instalments on 31 January and 31 July on the current year basis.
• Companies pay tax on capital gains at their corporation tax rate. In a company, a capital gain is reflected in the value of its shares and if these are sold a "double charge" to capital gains tax can arise.
• An individual has greater flexibility in dealing with trading losses.
Forming a Limited Company 1
It is advisable to use a formation agent for this. You first need to decide on the following:
• Whether the company is to be a private or public company limited by shares, or a private company limited by guarantee • The purpose of the company and its capital requirements • Whether the proposed company name is available and acceptable.
An application to form a company is made on Form IN01. This has to be accompanied by a Memorandum of Association (see below), the Articles and the correct registration fee.
The Memorandum of Association is a short document, serving the limited purpose of evidencing the intention of each subscriber to form a company.
New Model Articles have been introduced. There are three types, as follows:
• Private company limited by shares • Private company limited by guarantee • PLC
In practice, companies can be formed using either Model Articles, Model Articles with amended provisions, or bespoke Articles. Companies incorporating as limited by shares (whether private or public) must complete a statement of capital and initial shareholdings as part of the formation documentation. The statement of capital is a new document. It is a ‘snapshot’ of a limited company’s issued share capital at a given time. It also needs to be provided is part of the application to incorporate and with each annual return.
Forming a Limited Company 2
Directors - A company must have at least one director who is a natural person. For each director who is an individual, the following information must be provided:
• full forename and surname, any former name(s) used for business purposes, including maiden name(s) and previous married name(s) • full service address including town, county and postcode (for the public record) • usual residential address • country/state of residence • date of birth, nationality, occupation • the number of shares, if any, the director is to have in the company
Shareholders - The following information must be provided in relation to each shareholder: • full forename(s) • surname • full address including town, county and postcode • the number of shares the shareholder is to have in the company
Directors’ Service Addresses - Directors (and company secretaries where applicable) of both existing and new companies now have the right to set out a service address rather than their usual residential address. The service address may be the company’s registered office. Individual companies have to maintain two registers of directors – one containing, amongst other things, a service address for each director, and a further register containing the residential address of each director (protected information).
Forming a Limited Company 3
Post incorporation matters - First meeting of directors. Once you receive the Certificate of Incorporation, you should hold a first meeting of directors to deal with the following matters:
• appointment (if appropriate) of a chairperson, managing director, and any additional directors, and approval of any employment contracts • issue of share certificates and, if appropriate, allotment of further shares • approval of banking arrangements • disclosure by directors of their interests in any contracts made with the Company • adoption of an accounting reference date • convening of a general meeting (if required)
First general meeting - A first general meeting of the company is required:
• to approve any substantial property transaction between the Company and any of its directors
• to approve any directors’ service contracts to be entered into for terms exceeding five years
Returns - After the first board meeting, the following returns to be made to the Registrar:
• Form SH01 (Return of allotments of shares) • If necessary Form AA01 (change of accounting reference date).
Other matters • Minutes of the first board and general meeting should be prepared • The Company should issue share certificates.
Allowable / Non Allowable Expenses (Table 1)
Allowable / Non Allowable Expenses (Table 2)
Guide to Self Employed Expenses (Part 1)
Any expenses must be applicable to the running of your business. The general rule is that a self employed person cannot deduct expenses unless they are ‘wholly and exclusively’ laid out for the purposes of the trade, profession or vocation. Keeping up-to-date and accurate records from the start is important for your business.
What records to keep - Anything to do with your business such as cashbooks, invoices, mileage records, bank statements, receipts for purchases, CIS vouchers.
How to keep your records - Either on paper or on computer. For electronic records you must save information in a readable format. As a general rule keep records for six years.
Allowable expenses - In most cases it will be clear if something has been incurred wholly and exclusively for the purposes of business - provided a receipt has been kept as proof of purchase, a deduction should be allowed. Two tables of the most common allowable (and disallowable expenditure) are shown below (Tables 1 & 2)
However, a newly established business is often run from home, perhaps using an existing car for any business travelling that is required and an existing mobile phone for business calls. This can cause problems, because of the ‘duality’ of purpose, inherent in many such costs. It is therefore necessary that you can clearly identify and separate the expenditure between business and private purposes. In Part 2 we look at these particular elements in detail.
Guide to Self Employed Expenses (Part 2)
Motoring expenses - If you use a car both for business and privately, you can claim a proportion of the running costs n the ratio of your business mileage to your total mileage. You must keep a log of business mileage as well as copies of all bills/receipts to calculate the appropriate deduction.
You can alternatively use a fixed rate per business mile to compute vehicle expenses instead of keeping detailed records of actual expenditure. It is available if the annual turnover of a business is less than the VAT registration threshold.
Use of home as office - Where a room at home is used wholly and exclusively for business purposes, a deduction may be claimed for a portion of: insurance, council tax, mortgage interest, rent, repairs and maintenance, cleaning, heat, light and power, broadband and telephone.
Administrative costs, including mobile phone - You can deduct the administrative costs of running your business, including advertising, stationery, postage, telephone and fax. You may also be able to deduct the cost of trade or professional journals or subscriptions.
Disallowed expenses - Some expenses are never allowable for tax purposes, for example, entertaining clients, even if such entertainment directly led to new business.
Private expenditure is also non-allowable expenditure - some examples: ordinary ‘civilian’ clothing, food for sustenance, having somewhere to live.
Employee Business Travel Expenses Claim
Where employees use their own cars for business mileage they can claim reimbursement from their employers through the approved mileage allowance payments rates (AMAPs). These are not regarded as a taxable benefit. There is currently a higher rate of 45p per mile for the first 10,000 miles of business use and 25p per mile thereafter.
Where individuals are paid less than those amounts by their employer, they can claim mileage allowance relief (MAR) for the residual amount.
If employees receive greater amounts than are allowed tax-free, they will pay tax on the excess.
You cannot make a claim for travel to and from your permanent place of work.
Only two types of journey count as business travel:
- journeys that form part of your employment duties (such as journeys between clients' premises by a salesperson)
- journeys that relate to your attendance at a temporary workplace
If your mileage claim is below £2,500, Form P87 is used to make the claim. If your mileage claim is more than £2,500 then you must register you under Self Assessment and file a Tax Return annually.
You can claim up to 4 years back, i.e. after 6/4/13 the following claims can be made: 2012/13; 2011/12; 2010/11 & 2009/10.
People starting up in partnership often ask whether it is really necessary to have a formal
partnership agreement. The answer is definitely ‘Yes’.
Basically, the agreement should set out the rules governing how the partnership operates, and should cover the main ‘What happens if ...’ situations. If there is no agreement, there will be a large element of uncertainty, and applying the underlying law, such as the Partnership Act 1890, may well lead to unwanted results.
It is usually best to have a partnership agreement drawn up by a solicitor, but before you reach that stage you should think about exactly what you want the agreement to cover. In particular, you should consider:
Running the business - partners’ duties, working hours and holidays, decision-making procedures, business premises, cars.
Financial matters - profit-sharing arrangements and drawings on account, partnership capital (and interest arrangements), banking and financial arrangements, accounting arrangements, making provision for tax payments.
Special circumstances - partner retirement procedures, death of a partner, disability of a partner, establishing the right to expel a partner, arbitration for unresolved disputes, business valuation procedures.
Limited Liability Partnerships 1
Limited liability partnerships (LLPs) were introduced in 2001 to provide the flexibility of a partnership with the limited liability of its members. They have proved very popular, particularly for professional entities.
A LLP must be distinguished from an ordinary partnership and the rare ‘limited partnership’. For all types of partnership, the general rule is that tax is not payable by the partnership itself but by each partner. Each partner’s share of the partnership income is added to his or her other taxable income. The partner pays tax on the total of his or her earnings, including their share of the partnership profits. Similarly, any capital gain made by the partnership is generally apportioned to each partner. This means that a partnership of any type is generally said to be ‘transparent’ for tax purposes. Each partner is generally taxed on a self employed basis and not at source under PAYE. Any national insurance liability is collected under classes 2 and 4, rather than class 1 for employees.
New tax rules for LLP partners
From 6 April 2014, there is an exception to this general rule for some LLP partners. This exception does not apply to partners in other types of partnership. The change is that a salaried partner is taxed as an employee and not as a self employed person. These changes apply solely for tax and not for other purposes, such as for employment law. The consideration is whether the partner receives an income related to the overall profit of the LLP, including receiving nothing if the LLP makes a loss. This change was first announced in the 2013 Budget, when it was stated that the Government would reverse the presumption that a member of a LLP was always self-employed. In February 2014, the details were published after consultation. The final details are more modest in scope.
Limited Liability Partnerships 2
A LLP partner is only taxed as an employee if three conditions are met:
Condition A is that the partner performs services for the partnership for a “wholly, or substantially wholly, fixed amount.” Condition A is also met if the partner receives an amount that varies but not in relation to the overall profit of the LLP. Such a payment is called ‘disguised salary’. The legislation does not define ‘substantially wholly’ but guidance from HMRC makes clear that this means that it applies when at least 80 per cent of the amount paid to the partner is disguised salary. Condition A is not met if the partner simply receives a bonus based on the overall profits of the LLP. The legislation is not intended to prevent normal profit sharing. Similarly, the condition is not met if the share of profits is not related to the overall business, such as being related to the branch where the partner works or to the personal performance of the partner. For all these provisions, HMRC looks at the amounts the partner may reasonably expect to receive. This includes amounts where there is no contractual right to receive payment. Condition A only applies if the partner provides services to the LLP. It does not apply where the partner’s involvement is limited to investing money. Condition A is also disapplied if the partner provides services in a different capacity, such as through a separate business. This disapplication is subject to antiavoidance provisions.
Condition B is that the partner does not have ‘significant influence’ over how the LLP is run.
HMRC guidance makes clear that merely voting for a management committee does not, in itself, constitute ‘significant influence’.
Limited Liability Partnerships 3
Condition C is that the partner’s contribution to the LLP is less than 25 per cent of the ‘disguised salary’, which it is reasonably expected the LLP will pay for the partner’s services in the tax year being considered. A partner may have contributed less than 25 per cent but is prepared to contribute more to avoid Condition C being met. In such cases, HMRC will accept a firm commitment to contribute sufficient capital within three months. The firm commitment must be in place by 6 April 2014. This is intended to help LLPs who have decided to reorganise their capital as a consequence of these new rules but may have difficulty in obtaining sufficient loan finance, particularly when many partners may require it. If someone becomes a partner after 5 April 2014, they must meet the 25 per cent rule within two months. HMRC has published detailed guidance on what constitutes a capital contribution. For example, it excludes:
• sums which the partner may be required to pay at a future date
• undrawn profits that have not been converted into capital
• sums held by the LLP for the partner, such as in a taxation account
• sums provided by the partner to avoid Condition C but in conditions that indicate that such provision is not permanent or where the partner otherwise does not share in the economic risk of the LLP.
Whether it is answering questions, making an appointment, or pointing you in the right direction, we look forward to hearing from you.
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