Can a director provide services to his own company?

If you are the director of a limited company, you may be tempted to provide yourself some services to your company rather than hire a third-party freelancer and then bill the company for those services. However, this practice can have legal and tax implications that you should be aware of. Let's go over the potential pitfalls and the steps that can be taken to avoid them. 

Conflict of Interest

The first issue you need to be aware of is the potential conflict of interest you might create between your duties as a director and your interests as a self-employed contractor. As a director, you have a fiduciary duty to act in the best interests of your company and its shareholders, which means that you should not enter into transactions that are detrimental to the company or that give you an unfair advantage over other shareholders. However, as self-employed contractor, you may have an incentive to charge your company more than the market rate for your services or to provide substandard services that do not meet the company's needs. This could expose you to legal action from the company or other shareholders for breach of fiduciary duty or unfair prejudice. 

To avoid any conflict of interest, you should make sure that the terms and conditions of your invoices are fair and reasonable and reflect the market value of your services. You should also document the nature and scope of your services and keep records of the time spent and the expenses incurred. And then you should make sure that you obtain the consent of other company directors as well as other shareholders, if any, before billing your company. You disclose any potential conflicts of interest. Your objective is to prevent HMRC from challenging the validity of your invoices and tax your self-employment income as disguised payments for your work as a director. Which means that you would have to pay income tax and National Insurance contributions (NICs) at higher rates and that your company would have to pay employer's NICs as well. 

What is Gift Aid and how does it work for Corporations?

Gift Aid is a UK government scheme that allows for tax relief on donations to UK registered charities. For individuals, the scheme allows the charity to receive an extra 20p for every £1 donated. When an individual donates money to a UK registered charity, it can claim back the basic rate of income tax on the donation. This is done by completing a Gift Aid declaration form and sending it to the charity which then allows the charity to claim back the 20% tax paid by the taxpayer. If the taxpayer is a higher rate or additional rate taxpayer, he can get relief for the additional tax paid above the 20% by doing a tax return or by calling HMRC and requesting that they change their tax code. This additional tax relief goes to the taxpayer instead of the charity. 

Gift Aid for Corporations

Gift Aid for corporations is different from Gift Aid for individuals in terms of eligibility and benefits. As seen above, individuals who are UK taxpayers can use Gift Aid to increase the value of their donations to charity. For corporations, there is no such thing and the whole tax relief goes to the corporation that gives money to charity. 

To be eligible for Gift Aid, corporations must be UK taxpayers and must make a donation to a charity that is registered with HM Revenue and Customs (HMRC). The donation must be made without any conditions attached, and the charity must not provide any significant benefit to the corporation in return for the donation.

There is no limit on the amount that can be given by a company to a charity under gift aid, as long as the company has enough taxable profits to cover the donation and the charity is recognised by HMRC. In particular a donation cannot create a loss for the business. However, as mentioned above, there are some limits on the value of benefits that the company can receive from the charity in return for the donation. The value of the benefits must not exceed 5% of the donation, up to a maximum of £2,500 per donation. Additionally, the total benefit that can be received by a close company or connected persons from the same charity in the same tax year is £250. If benefits exceed these values, the payments will not qualify for relief under gift aid.

A Fine Balance between Salary and Dividends

The tax code changes that have been announced by the UK government will have an impact on the way a company owner pays himself. One of the main changes is the increase of the corporation tax rate, which is the tax paid on company profits. The corporation tax rate will rise from 19% to a maximum of 25% from April 2023 for companies whose profits are above £50k. That means that company owners who pay themselves dividends will have less profits left in their company after having paid corporation tax. 

Another change is the reduction of the dividend allowance, which is the amount of dividend income that is tax-free. The dividend allowance will be cut from £2,000 to £1,000 from 6 April 2023 and then again to £500 from 6 April 2024. This means that company owners who pay themselves dividends above these thresholds will pay, again, more tax on their dividend income. 

If you add to that the fact that in contrast to salary, dividend rate increase was not overturned last year resulting in 1.25 percentage point across the board (8.75% for the basic rate, 33.75% for the higher rate and 39.35% for the additional rate) it's easy to understand why the tax situation has seriously worsen for the UK company owner. 

How Tax Code Changes Impact Company Owners 

One may wonder if these changes will affect the optimal split between salary and dividends for company owners who want to minimise their tax liability. Generally speaking, paying a low salary and high dividends has been a tax-efficient strategy for company owners, as dividends are not subject to National Insurance contributions and have lower tax rates than salary. However, with the increase of the corporation tax rate, the reduction of the dividend allowance and the increase of the dividend tax rates, this strategy may become less attractive. 

One thing is certain, the situation is now a lot more complex. In order to assess the optimum split between salary and dividends, one now needs to know the profit level of the company since it affects its corporation tax rate, the size of the payroll since it affects the availability of the employers allowance (the £5K NIC allowance), the overall level income of the company owner since it affects the availability of the personal allowance and many other factors. While in most situations it's still more tax efficient to take a salary of up to the personal allowance of £12,570 there are many cases where it's not necessarily true anymore. 

Because we now have effectively 3 different marginal corporation tax rates, let's look at the effective rates of taxation combining corporation tax, national insurance, and income tax in each different case. We assume that the dividend allowance has already been used. 

Optimal salary for a company director - 2018 update

It’s that time of year when we need to look at the level of salary that company directors should be paying themselves from 6th April.

As in previous years, the main question is whether to pay a salary up to the Personal Allowance level or whether to pay a salary to the level at which National Insurance kicks in. We would generally recommend the second option to reduce administration. TL;DR: if the director has no other income and the Employment Allowance will be used up against other staff salaries then the best option would be for the director to be paid a salary of £8,424 (£702 per month). This should be topped up with £37,926 of dividends.

If the director is owed money by the company however they could also charge interest on their loan account so this may be an additional consideration for some. In the following it is also assumed the director wishes to stay below the higher rate tax band threshold for personal income tax. It is also assumed that they have no student loan balance, are not caught by IR35 and have a full personal allowance. It is assumed they are UK resident and have no other income, capital gains and there is no relief from tax to claim such as gift aid or pension payments.

Additional Reporting Requirements for PSC

From the 26th of June onward information on people with significant control (PSC) won't be updated on the confirmation statement (form CS01) on a yearly basis anymore. Instead, one needs to inform Companies House using new forms (forms PSC01 to PSC09) whenever there’s a change.

You have 14 days to update your PSC register and another 14 days to send the information to Companies House. Companies House will need to be informed if anyone (or any entity):

• becomes a PSC
• ceases to be a PSC; or
• their details change, such as the extent of their control or their address. 

This will make the requirements for PSCs very like those of company officers, where changes to a director or secretary have been filed on an event-driven basis for some time. This update to the information required about PSCs arose due to a change in anti-money laundering legislation; the spirit of which is aimed at increasing the transparency of ownership and control of companies in the UK and ensuring the information is more current.

10 Reasons why it's still worth going Limited

With the recent increase in dividend taxation, many of our clients are asking whether it still makes sense to incorporate when you are a Sole Trader. It's a tough question to answer as indeed, the tax benefits of running a business as a Limited Company have now been seriously curtailed. If you extract all of the profits from your company as they arise, the total tax and national insurance (NI) paid is now almost identical whether your are operating as a Limited Company or a Sole Trader.

There are still a number of benefits however to operate as a Limited Company. Here they are:

1. Better legal protection

As the name suggests, if you run a Limited Company, you are protected in case things go wrong. Assuming no fraud has taken place, you will not be personally liable for any financial losses made by your Limited Company. Those running a business as self employed do not enjoy such protection from financial claims if things go wrong with their business. While it's possible (and recommended) to subscribe to a professional liability insurance, there is always a risk of running foul of the fine print...

2. More professional image or status

In some industries, having a Limited Company can provide a more professional image. If you are doing business with larger companies, you may find that they prefer to deal only with Limited Companies rather than Sole Traders or even partnerships. Indeed by being transparent, adhering to regulatory requirements and opening up company accounts to public scrutiny, you are demonstrating that the business is being correctly managed and this inspires confidence.

3. Wider availability of some contracts

The reason bigger corporations do not hire Sole Traders is not just image or professionalism but IR35 risk. The IR35 regulation was put in place to prevent employees to set up shop as free-lancers just to save tax. In other words if HMRC decides that a free-lancer behaves as an employee, then he is required to pay the same amount of tax and NI as an employee would. He he does not, whoever hired him is responsible for the back tax and NI, unless he operates as limited company (and in which case that limited company is responsible). It's easy to understand then why some organisations will only deal with limited companies!

4. Name protection

Once you register your company with Companies House, your company name is protected by law. No-one else can use the same name as you, or anything deemed to be too similar. As a Sole Trader, you can use a trading name but it's not protected and there is nothing to prevent a competitor to start using the same trading name as you. While it's possible to protect a trading name with a trademark, it will be in practice a lot more expensive than just creating a company with that name.

Use of home deduction when using a Ltd

While sole traders and partners can claim an amount for using their own homes for business use, companies cannot as they do not have ‘homes’ so if a Director works from home and wants to make a claim for the cost incurred it is necessary for the Company to rent the proportion of the property that the Director uses. To ensure that the Company is able to get a corporation tax deduction for the rent it is best practice to have a rental agreement in place between the Director and the Company.

The rent charged should be worked out as being a proportion of the expenses incurred time apportioned to the time that property is available. Expenses that can be claimed include council tax, mortgage interest, heating and lighting costs, water, insurance, broadband connection, maintenance and repair, (this is not an exhaustive list) HMRC business manual BIM47820 deals with allowable expenses and suggested methods of apportionment are dealt with in BIM47815 with some examples at BIM47825.

Optimum salary for directors: changes this year

This is one of the questions we hear most often: what is the optimum salary I should take as a director?

There are many salary calculators on the web that you can use but the easiest way in the past has been to take the maximum salary that does not attract taxes nor national insurance, neither for the employee nor for the employee (see our previous article). In 2013/2014 that amount was £7,696 pa. But in 2014/2015, due to the new £2,000 Employment Allowance, there is now a new option for directors' salaries:

1. If the company is able to use all the £2,000 Employment Allowance in the year, then the best route for the Director’s salary will be to pay over the LEL but below the secondary level in 2014/15 i.e. £7,956 pa (£663 per month). The rest will have to topped up by dividends as per in the previous years.

What is the optimum salary for a director?

It's common practice for directors of small businesses who are also the company owners to pay themselves a small salary and then take the rest of their income as dividends from the available profit. The reason is for tax efficiency. A company starts paying corporation tax from the first pound of profit and salaries being an expense, they reduce that profit. Dividends on the other hand are distributed after corporation tax of 20% (for small businesses) has been paid. The problem with salaries on the other hand is that they can be heavily taxed on the recipient and also they generate significant Class 1 National Insurance Contributions (12% for the employee and 13.8% for the employer). Thankfully Income Tax and NIC are only charged after you earn a certain amount per year.

From 6th April 2013 the rate at which you can pay a salary to an employee without suffering Income Tax and NIC will increase from £7,488 to £7,696 per annum. This is known as the Employers’ Earnings Threshold. If you have Limited Company and pay yourself a small salary then you should consider increasing the salary up to this threshold.

What is the settlements legislation?

Sharing dividend income from a limited company with a non-fee-earner has been a classic tax avoidance tactic employed by consultants, contractors and locum doctors who operate through limited companies. It is useful as it allows the use a non-fee-earner’s tax allowances and progressive taxation rates in order to save significant tax.

However, unless the non-fee-earner is a spouse or civil partner qualifying for a spousal exemption, HMRC could treat all the company’s fee income as that earned by the contractor, and tax them accordingly. The settlements legislation will apply if a contractor gives shares in their contractor limited company to a partner, family member or friend who does not work in the business yet receives an income.

The Seed Enterprise Investment Scheme

This new tax advantaged form of venture capital scheme was announced at the Autumn Statement 2011; it will be focused on smaller, start up companies and will provide a form of relief similar to the EIS Scheme. This scheme will make tax relief available to investors who subscribe for shares and have less than a 30% stake in the company.

The main points to note are as follows:

• The type of company this applies to is one that has less than 25 employees with assets of up to £200,000 who are preparing to carry on new business

Dividends: dos and don'ts

Distributable profits

Dividends must be paid out of distributable profits and directors must prepare relevant accounts to confirm the position. If it later transpires there are not enough distributable profits and relevant accounts were not prepared then the dividend is illegal and repayable, and should be disclosed as such.

Pros and Cons of using a Trading Name

Many people believe that a Company has to use its name as its brand when it communicates with its clients. But it does not have to be. A Company can use a trading name instead. Or even more than one.

A trading name is just a name used instead of the legal name. There is no need to file anything at Companies House nor at HMRC when creating a trading name but there are a still a few things to keep in mind:

1. You will need to inform the bank of those trading names so that you can cash cheques for example. While you can create separate accounts, you don't have even though it's good practice. 
2. Even though no registration is required, the same rules that apply to company formation apply to trading names. For example, the trading name cannot be similar to another company or business name in a way that might be confusing. Also, the use of sensitive words is prohibited as part of a trading name in much the same way as it is for limited company names. You cannot use words like “association”, “group”, “federation” for example.

Owning property via a limited company

When you purchase properties in the UK, you might be tempted to setup a company to do the purchasing. As with any business incorporating has a great number of benefits, like reduced taxation and increased flexibility. Property investing however has some specificities that need to be kept in mind before you decide to make the jump. Here are some of the benefits and drawbacks of incorporating when doing property investments:

Benefits of owning property via a company

1. Flexibility regarding share transfers
2. Reduced stamp duty (0.5% vs. up to 5%)
3. Lower tax rates on net rents
4. Indexation allowance on capital gains
5. Profits can be reinvested
6. Income may be extracted by dividends
7. A company has limited liability

How well do you know your clients?

We have already stressed in the past the importance of credit control. It's even more critical in a difficult business environment to ensure that you only extend credit to those clients who will pay you. You don't have to rely on luck however. There are many tools that allow you to monitor your clients and be alerted they start showing signs of financial difficulties. But until now those tools have been very expensive and therefore most small businesses have been unwilling to use them.

That's not the case anymore. At TaxAssist Accountants, we have teamed with Red Flag Alert to get extensive data from which you can now benefit. Be it sales, credit control, collection, risk or compliance we have information on every limited company, every PLC, LLP, 3.5m sole traders and 26.7m director records. The data source comes from Companies House, London Gazette, Central Register and Equifax, which provides data intelligence and protection against credit risk. Using those tools you can now:

Monitor your risk
We can provide 'real time' critical automated e-mail alerts when a company being monitored starts to deteriorate. Using various detrimental triggers, we will notify you of changes to your customer/supplier status as they happen, in order to minimise your risk exposure.

How much tax do you pay on dividends?

Taxation of dividends in the UK has always been confusing. The rates people mention are actually different from the effective rates for some legacy reasons. As if tax was not complicated enough...

There used to be 2 dividend tax rates but this changed last year. There are now 3 different rates depending on your tax band. And with the introduction of the new band at 50% called top rate income tax threshold a new band was introduced as well for dividends. Here they are:

• 10% on dividends for income received below the higher rate income tax threshold (£37,400)
• 32.5% on dividends for income received above the higher rate income tax threshold
• A new 'additional' dividend tax rate of 42.5% applies to individuals earning £150,000 or more from April 6th 2010 onwards.

However the calculation is a bit convoluted. The actual rate of tax you pay in dividends is lower than these headline rates, as dividends automatically receive a 10% tax credit. This is to take into account the fact that you will already have paid corporation tax on your company profits.

Extracting profits from your company

One of the benefits of running your own company is that it gives you a lot of flexibility when it comes to extract profits from the firm. As a sole trader, whatever profit you make is taxed immediately at a rate that depends on the amount of profits but that can now be as high as 58% if we include Class 4 National Insurance Contributions.

If you own a limited company however you have a lot more flexibility and if you are not needing the cash now, you can reduce your tax considerably. In most cases it's just a matter of following those simple steps:

1. If, as a director, your only revenue comes from your company, you can extract up to the personal allowance without paying personal taxes and that cost is tax deductible for your company. That amount is currently £6,475 but it should increase up to £10,000 in the next few years. Keep in mind however that if your annual salary is £5,715 or more you will incur some national insurance contribution costs. This is why most directors extract just that amount every year: no tax, no NI and allowable expense for the company.

Am I insolvent?

The economy has been tough those last few years. Many businesses have gone under. You might have a hard time as well. Whatever your situation, it is important to understand what your options are. While no one likes to talk about insolvency it's better to face problems early on than wait until all your options have been exhausted. And if you have a limited company you have quite a few options are your disposal.

What is insolvency?

There are 2 kinds of insolvency. The first one is cash-flow insolvency and it happens when a company can no longer pay its bills and other obligations on time. The second one is called balance-sheet insolvency and and it occurs whenever liabilities exceed assets, i.e stockholder equity (capital plus accumulated losses) becomes negative. The second one is the one you have to be careful about, because it's possible to continue trading while in that state and the consequences can be dramatic.

What tax relief for use of home?

This is a common question and unfortunately, it's a bit more complex than most people think.

Depending on your legal setup, the steps to take to recover some of your personal expenses on use of home are different. For a sole trader, the process is quite straightforward but for a limited company there is a bit more work and paperwork required:

You are a sole trader

You can just deduct a portion of the home cost. The calculation is done as a two step process. First you calculate the total running cost of your home:

• Utilities (Water, Gas, Electricity)
• Insurance
• Rent or Mortgage Interest
• Council Tax
• Maintenance
• Internet and Phone