Tax payable on return of director’s loan?

My wife and I own buy to let properties both personally and through our limited company.

Following a sizeable development within the company, we were owed £300000 in directors’ loans. We had financed the project with personal money lent to the company.

We decided that two of the flats that we had created (an old pub) would be transferred to us personally in partial repayment of directors’ loan. We referred this to our accountant as it was the first time we had encountered having to make a directors’ loan to our company or try to get it repaid to us.

The accountant said that we would have to buy the two flats at market rate (£125000 each).

We had to pay 20% corporation tax on the profit made by the company on sale of the two flats to us. The cost to buy and renovate was £85000 per flat realising a profit of £40000 each.

So I have a question I would like some input on please:
Did I have to pay corporation tax on the sale of the flats to us personally. I have read that return of directors’ loans does not attract tax but I don’t know if this can be in the form of property.

All comments and advice gratefully received.

Thanks

Phillip

Response from Mark Alexander

Hi Philip

There is a big difference between accountancy and tax planning.

If you have already completed these transactions, then I’m afraid you have learned this the hard way.

Accountants present what has already happened in the most tax efficient and compliant way.

Tax planners help you consider the optimal solution BEFORE you make your decisions.

Your accountant is pretty much correct in everything he has told you, save for the fact that the rate of corporation tax is actually 19%, NOT 20%.

YOU haven’t actually paid any tax at all on the partial repayment of your Directors Loan. Instead, your company crystallised a profit by selling the two properties to you. If, as you say, each property cost £85,000 to build and was transferred to you at full market value of £120,000 for each property (which is absolutely the correct way to record such transactions), then 19% tax on that crystallised profit within the company has cost £13,300, i.e. £70,000 X 19% = £13,300. Furthermore, you have reduced your loan account balance to just £60,000.

Presumably, you also paid the 3% additional rate of Stamp Duty on the properties personally? If not, then I’m afraid you have another nasty shock still to come. Oh, by the way, the two transactions are connected for SDLT purposes too, but at least you have the benefit of Multiple Dwellings Relief.

Did you consider the alternatives?

You may have been able to repay £180,000 of your directors loan without either you or the company having to pay any tax at all.

The company might have been able to borrow 75% of the value of each property, so that’s £90,000 X 2 = £180,000.

The company would pay no tax on this transaction and would have the full £180,000 in cash available to pay you that money back to you in part repayment of the £300,000 you loaned to it. You would pay not any tax at all on that loan repayment. You would also have a further £120,000 due to you from the company, i.e. double the amount you have now.

Sorry, more bad news!

You may also have stored up another another potential problem for yourself as a result of transferring those properties into your own personal name. If you ever need to borrow against those properties, to fund another project for instance, you will not be able to offset your finance costs against your rental income. This would not have been a problem for for your Limited Company, because the restrictions on finance cost relief only applies to private individuals, NOT to Limited Companies.

Lesson learned?

PS – without wishing to rub too much salt into your wounds, a tax planning consultation with Property118 would have cost you just £400. It’s too late for these transactions but we might be able to help you to structure your business more effectively moving forwards.

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