14:24 PM, 23rd August 2024, About 4 months ago 95
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When the letter from HMRC landed on my doormat, I barely gave it a second thought. It seemed like just another piece of bureaucratic correspondence. But as I unfolded the paper and scanned the contents, the words “compliance check” hit me like a punch to the gut. My casual indifference evaporated, replaced by a chilling realisation: I was facing a tax investigation.
My heart began to race, my mind spinning with anxiety, fear, and a growing sense of helplessness. HMRC was scrutinising the validity of a rolled-over relief I’d been assured was my right when my wife and I transferred our entire property investment business partnership to our own Limited Company in exchange for shares. We had done everything by the book, or so I believed. The idea that we could owe Capital Gains Tax when we hadn’t pocketed a single extra penny seemed absurd. Property118 had explained that this particular relief would defer any CGT until we eventually sold our shares, and we had double-checked this with our accountants. We even held a meeting with them and Property118 to thoroughly analyse the legislation, case law, and HMRC manuals. We moved forward with confidence, convinced that everything was airtight.
But as I reread the letter, doubt began to creep in. What if HMRC disagreed?
We responded swiftly, providing all the information HMRC requested. Yet, weeks turned into months with no reply. The silence was deafening, each day amplifying our fears. My wife and I started exploring worst-case scenarios: How much CGT would we owe if HMRC denied the relief? What would it take to appeal such a decision? How much time, money, and emotional energy would that consume?
The mental strain was relentless. It’s hard to describe the cloud of dread that looms over you when your financial future hangs in the balance, and yet, for HMRC, this was just another day at the office. The letters kept arriving, each one demanding more documentation—tenancy agreements, property valuations, mortgage details, contracts, full accounts, mortgage statements, bank statements. The list seemed endless. HMRC even wanted to know the minutiae of how we ran our business: how much time we dedicated to it, why we used agents to find tenants, what services those agents provided, and which contractors we employed and why.
It felt like we were trapped in a never-ending nightmare.
Our only comfort came from the unwavering support of Property118, our accountants, and our barristers. They were patient, thorough, and consistently reassuring. But despite their confidence, we couldn’t shake the nagging fear that this might end in disaster—a Capital Gains Tax bill so enormous it would force us to dismantle the business we had spent decades building.
It was as if we were on trial for a crime we didn’t even know we could commit. What if we had made a mistake? How could we live with that? Would we be able to face our friends and family? The shame and guilt of being duped, of having put our trust in professionals only to have it backfire, weighed heavily on our minds.
HMRC also seemed fixated on why we decided to incorporate our rental property business. It’s only now that I realise they might have suspected we were exploiting a loophole to avoid taxation. But that wasn’t our motivation. As business owners, we have a duty to structure our affairs in the most efficient way possible, not just for tax purposes, but for the future of our business and our family. We had always hoped that our children would take over the business when we retired, continuing our legacy for generations. That’s the advantage of a Limited Company structure, even though it wasn’t something we considered when we started out decades ago. Back then, when Buy-To-Let was a novel investment strategy, Limited Company Buy-To-Let mortgages were scarce and prohibitively expensive. That’s why we initially built the business in our own names.
But times changed. By 2015, it made far more sense to operate within a Limited Company structure. The commercial benefits were clear, and the trend had shifted as Buy-To-Let financing became more risk-based. We adapted, but now, it felt like that decision was under siege.
Then, one day, our accountant emailed us with the subject line: “Closure Notice from HMRC.” My stomach dropped. Did this mean we were in the clear, or was this just the prelude to a crushing tax demand?
It took us a few minutes to muster the courage to call our accountant. I made the call, but my wife sat beside me, clutching my hand, her face pale with anxiety. This was the moment we had been dreading, the moment that could change our lives forever.
“Have you read the letter from HMRC attached to my email?” our accountant asked. We hadn’t even noticed it in our haste to seek answers. We apologised and asked him to explain it in layman’s terms.
“HMRC has accepted that you’re entitled to the reliefs,” he said calmly. “Your tax returns don’t need to be amended, and you don’t have any further tax to pay.”
Relief flooded over me like a tidal wave. I jumped out of my chair and punched the air, shouting with joy as if England had just won the World Cup. My wife broke down in tears, sobbing with a mixture of relief and exhaustion. The nightmare was finally over.
Since that day, both I and my accountant have sung the praises of Property118 to every landlord we know. Their expertise, their guidance—it had all been vindicated.
But then, in September 2023, I came across articles by Dan Neidle, accusing Property118 of promoting an abusive tax avoidance scheme. I was stunned. At first, I thought it would be quickly resolved, but I was wrong.
Within days, Neidle reported that HMRC had opened an investigation into Property118. Suddenly, it seemed like everyone—lawyers, tax advisers, the media—was piling on, branding Property118 as a scam run by crooks. How could this be happening after everything I’d been through?
The messages from people I’d shared my experiences with started pouring in. “Have you heard about the investigation into Property118?” they would ask. “Sounds dodgy to me,” they’d say. “You must be worried.”
Initially, I wasn’t worried. But now, those same dark thoughts are creeping back into my mind. Can HMRC reverse a closure notice? Could they really change the rules after the fact? Where’s the justice in that? If not, why are they targeting Property118?
The only explanation that makes any sense is that HMRC panicked, buckling under the immense negative media pressure aimed solely at Property118—my advisers, who had stood by me every step of the way!
To my knowledge, no other companies offering similar services have been accused of failing to disclose a disclosable tax avoidance scheme for recommending incorporation. Nor have they received Stop Notices from HMRC.
My frustration has now turned into anger. How can the opinion of one man lead to such drastic consequences? Why should every client that Property118 assisted now endure the same anxiety I once did?
Perhaps Mr. Neidle’s legal analysis isn’t flawed. But if that’s the case, why was the HMRC investigation into my business closed? I can only conclude that either my incorporation was entirely legitimate, as HMRC agreed, or that HMRC’s handling of my investigation and the 20+ other investigations into Property118 clients were all deeply incompetent, exposing countless landlords to unnecessary risk in the years that have since passed. I can’t believe for a second that the latter is true, so what does HMRC hope to get from further investigations? Does it hope to prove that it has previously been grossly incompetent in its handling of 20+ investigations, by concluding that everything had been done correctly and the correct reliefs had been claimed?
Please forgive me for choosing to share these thoughts anonymously – I trust you will understand my reasoning.
dumb Rowley
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Sign Up18:10 PM, 29th August 2024, About 4 months ago
Mark : Out of Interest and without prejudicing the current the current STOP situation, would the incorporation advice have been 100% OK if no mortgages were involved? This would seem to be the crux of the DN argument.
Mark Alexander - Founder of Property118
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Sign Up18:19 PM, 29th August 2024, About 4 months ago
Reply to the comment left by dumb Rowley at 29/08/2024 - 18:10
Apparently so, (subject to the meaning of business test of course) but we cannot even be certain of that because all landlords will have some form of liabilities, e.g. tenancy deposits
dumb Rowley
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Sign Up18:29 PM, 29th August 2024, About 4 months ago
Tenancy deposits is a very good point Mark - but surely that is (or should be) a 3rd Party.
I myself am looking at Direct Ownership -> LLP -> FIC. Its a 3 year process and my BTLs are mortgage free . Even then, rolling up the CGT is in a sense is just kicking the problem down the road for the next generation. Who knows what Corporation Tax will be then
It would be good to hear from other landlords who have done this.
Mark Alexander - Founder of Property118
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Sign Up18:38 PM, 29th August 2024, About 4 months ago
Reply to the comment left by dumb Rowley at 29/08/2024 - 18:29
Its only a third party liability if the tenants deposits are held in a custodial scheme.
Mark Alexander - Founder of Property118
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Sign Up18:51 PM, 29th August 2024, About 4 months ago
Reply to the comment left by dumb Rowley at 29/08/2024 - 18:29
Other points...
Unless legislation changes, CGT liabilities die with you. Sadly, that does appear to be being considered.
If you incorporate a rental property business with no liabilities, how will you be able to extract your positive capital account balances, which have already been subjected to taxation, prior to incorporation? Note that extracting positive capital account balances prior to incorporation is widely regarded as best practice and is a feature of the expert guidance contained in the Lexis Nexis textbooks. Failing to extract positive capital account balances pre-incorporation traps those funds into share values, making future extraction of the already taxed capital without further taxation incredibly difficult if not impossible. Who in their right mind would see that as a fair deal or a good idea?
Mark Alexander - Founder of Property118
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Sign Up21:38 PM, 29th August 2024, About 4 months ago
Reply to the comment left by dumb Rowley at 29/08/2024 - 18:29
You may find the article linked below helpful
https://forbesdawson.co.uk/articles/2024/07/26/whats-so-bad-about-bridging-loans-in-a-section-162-incorporation/
Beaver
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Sign Up11:02 AM, 30th August 2024, About 4 months ago
Reply to the comment left by dumb Rowley at 29/08/2024 - 18:29
Putting my buy to let portfolio into a limited company isn't an option for me at the moment, but at the moment I think there are probably more options to minimise IHT for a limited company than there are for a BTL that is directly owned.
Mark Alexander - Founder of Property118
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Sign Up11:06 AM, 30th August 2024, About 4 months ago
Reply to the comment left by Beaver at 30/08/2024 - 11:02
Yes I agree.
Family Investment Companies “FIC’s” with freezer and growth shares are certainly worthy of further consideration for you at some point in the future. Sooner rather than later if you plan to acquire further investment property.
bean
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Sign Up20:50 PM, 9th September 2024, About 3 months ago
Reply to the comment left by Mark Alexander - Founder of Property118 at 23/08/2024 - 19:19
i have incorporated with 118. Do i just carry on as normal by submitting tax returns. I have sold a property how will the CGT not due be handled.
Mark Alexander - Founder of Property118
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Sign Up21:08 PM, 9th September 2024, About 3 months ago
Dear Trevor
I have just sent you an email to ask you to call me tomorrow morning, any time after 9am. My telephone number is on the email.