Category: HMRC notices

Could company distribution rules change?

The tax rules concerning what constitutes a distribution for tax purposes have remained largely unchanged since Corporation Tax was introduced in 1965. HMRC has recently published a consultation looking at possible changes to bring the rules more closely into line with modern commercial practices.

The consultation considers seven areas where the existing rules may create differences in tax treatment or uncertainty. The aim is to make the rules clearer and more consistent, while reducing unintended differences in tax treatment and the risk of errors and non-compliance.

The areas being considered include reductions of share capital, demergers, distributions from non-UK companies, loans to participators, purchases of own shares and the Transactions in Securities rules.

The consultation is mainly focused on shareholders within the charge to Income Tax, including individuals and trusts. The proposals are not intended to affect corporate shareholders directly.

HMRC also wants to ensure that genuine commercial activities and legitimate company reorganisations are not adversely affected and that the wider implications for growth and investment are taken into account.

For companies and their shareholders, the proposals are worth watching. They could ultimately affect the tax treatment of a number of transactions between companies and their owners, including capital reductions, company purchases of own shares and some company reorganisations.

At this stage these are proposals for consultation rather than confirmed changes to the tax rules.

The consultation closes on 14 September 2026. The government will then consider the responses and publish a summary. Further consultation may take place before any changes are introduced.

HMRC penalties for failing to notify a tax liability

If you become liable to pay a tax or register for a tax that HMRC has not already been informed about, you must notify HMRC within the relevant time limit. Failing to do so can result in a financial penalty in addition to the tax and any interest due.

A failure to notify can arise in a range of situations, including when a business exceeds the VAT registration threshold, a company becomes liable for Corporation Tax or an individual first becomes liable to Income Tax when self-employment profits or investment income first arises. In some cases, businesses must also register before carrying out certain taxable activities.

HMRC calculates penalties according to the circumstances of the failure. Factors to be considered include whether the failure was deliberate, whether it was disclosed voluntarily before HMRC identified it, and how much assistance was provided during the disclosure process. Taxpayers who make an unprompted disclosure and fully cooperate with HMRC can often receive significantly lower penalties than those who wait for HMRC to discover the issue.

The level of penalty depends on the type of failure and the taxpayer’s behaviour. Penalties can range from a percentage of the tax liability that should have been reported, with lower penalties generally applying where a taxpayer makes a voluntary disclosure and cooperates with HMRC. Higher penalties can apply where the failure was deliberate or where HMRC discovers the issue before the taxpayer comes forward. In the most serious cases, penalties can be up to 100% of the tax due. HMRC will not normally charge a penalty where there is a reasonable excuse, provided the taxpayer notified HMRC without unreasonable delay after the reasonable excuse ended.

If you think you may have failed to notify HMRC of a tax liability, it is usually better to act promptly, and we would be happy to advise you. Coming forward voluntarily and providing complete information can reduce the level of any penalty and help resolve matters more quickly. 

Amending a mistake on your tax return

What happens if you discover a mistake on your tax return? The good news is that errors can usually be corrected, but it is important to take action as soon as possible to avoid paying the wrong amount of tax or missing out on a possible refund.

If you realise that you have made an error after submitting your self-assessment tax return, you can normally amend your return within 12 months of the self-assessment filing deadline. The amendment can be made online or by submitting a revised paper return. For example, your self-assessment for the 2024-25 tax year can usually be amended up to 31 January 2027.

If you amend your return online, your tax calculation will be updated immediately and will show whether you owe additional tax or are entitled to a repayment. Any changes may also affect payments on account.

If the 12-month amendment period has passed, you will need to contact HMRC in writing. This applies if you need to report income that was missed from your return or if you believe you have paid too much tax and want to claim overpayment relief.

Overpayment relief claims can generally be made up to four years after the end of the relevant tax year. You must explain why you believe the tax has been overpaid, provide details of the amount involved, and confirm that the information provided is correct and complete.

Claiming tax relief on business insurance

If you are self-employed, you may be able to claim tax relief on certain business insurance costs as an allowable expense. This means the cost can be deducted when calculating your taxable profits, reducing the amount of tax you may need to pay.

The insurance must relate to your business activities and be incurred wholly and exclusively for business purposes. For example, professional indemnity insurance premiums can be claimed as an allowable business expense where they protect you against claims arising from your work. Other professional costs, such as fees paid to accountants, solicitors, surveyors and architects, may also qualify where they relate to business activities.

You cannot claim relief for costs that are personal in nature or unrelated to your trade. It is important to keep invoices, receipts and other records to support any claims made.

Keeping accurate records of business insurance and professional costs will help support your claim and ensure that you only claim expenses that are allowable. If you are unsure whether a particular cost qualifies for tax relief, you should check HMRC’s guidance or seek professional advice.

Advising HMRC of change in circumstances

If your personal details or circumstances change, you may need to tell HMRC as this could affect your tax position or entitlement to certain benefits.

You should notify HMRC if you get married or form a civil partnership, or if you divorce, separate or stop living with your husband, wife or partner. You should report these changes as soon as possible, as failing to do so could result in you paying too much tax or receiving a tax bill at the end of the year. If you receive Child Benefit, you must also tell HMRC separately about changes to your relationship or family circumstances.

If your spouse or civil partner dies, you should contact HMRC to report the death and any changes to your income following their death. You should also tell HMRC if you move home so they can update your contact details. HMRC is usually informed automatically if you legally change gender by applying for a Gender Recognition Certificate.

You must also tell HMRC about certain changes to your taxable income. Your employer or pension provider will usually report changes to your employment income or pension, but you must tell HMRC about other changes, such as starting or stopping income from self-employment or property, receiving taxable benefits such as State Pension or Jobseeker’s Allowance, getting benefits from your job such as a company car, or receiving income above your Personal Allowance.

You must also report other changes, such as receiving lump sums from selling shares or property that is not your main home, and income from inherited property, money or shares.

If you make self-assessment payments on account and expect a significant decrease in income, you should tell HMRC as it may be possible to reduce your payments. Keeping HMRC updated helps ensure you pay the correct amount of tax and receive any benefits or allowances to which you are entitled.

Self-Employed – Are your business records in order?

As a self-employed individual, whether a sole trader or partner, you must keep accurate records of your business income and expenses to back up your self-assessment tax return. You should also keep your personal income details up to date. Nominated partners will also need to keep partnership records.

You can also choose an accounting method. Since the 2024-25 tax year, the cash basis is the default. This means that you record income and expenses when money is received or paid. There will therefore be no Income Tax liability on monies not yet received. This is very different to traditional accounting where you record income and expenses by the date you invoiced or were billed.

Your records should detail all sales, income, business expenses and any grants received. If applicable you must also include VAT and PAYE records. Holding proof, such as receipts, bank statements and sales invoices, allows you to calculate profit or loss and present the records to HMRC if requested. You should ensure all your records are accurate and clearly identify business transactions.

You must retain your business records for at least 5 years after the 31 January submission deadline of the relevant tax year. For instance, if you sent your records for 2022-23 by the 31 January 2024 deadline then you must keep these records until at least the end of January 2029. If records are lost or destroyed, provide your best estimated figures and inform HMRC.

Maintaining diligent and accurate records for the specified period is vital for meeting your tax obligations and ensuring compliance with HMRC requirements.

Salaried members of LLPs

Members of a Limited Liability Partnership (LLP) are normally treated as self-employed for tax purposes. However, special rules can apply where a member's terms of membership are more akin to the terms of an employee than a partner in a traditional partnership. These are known as salaried members.

The legislation applies a three-part test. A member will be treated as a salaried member for tax purposes only if all three conditions are met:

• Condition A – Disguised salary: At least 80% of the member's remuneration is fixed, or any variable element is not linked to the LLP's overall profits or losses. 
• Condition B – Lack of influence: The member does not have significant influence over the affairs of the LLP. 
• Condition C – Insufficient capital stake: The member's capital contribution is less than 25% of their expected annual remuneration.

To fall within the salaried member rules, an individual must perform services for the LLP in their capacity as a member. Some LLPs will strive to ensure that at least one of the conditions set out above does not apply to ensure these rules do not apply.

In addition, the rules do not apply to:

• Companies
• Individuals who only invest capital in the LLP
• Former active members who no longer provide services but continue to receive a share of profits.

Meaning of trade for tax purposes

The meaning of trade for tax purposes, often referred to as HMRC’s “badges of trade” test helps determine whether an activity is a genuine business or simply a personal hobby. While the test is not definitive, it provides important guidance on how HMRC views different activities. At some point, what starts as a hobby may evolve into a taxable trade. Understanding this distinction is important in order to assess whether an activity has become commercial in nature, meaning it could be subject to tax.

As part of their investigation into whether a hobby has evolved into a trade, HMRC typically examines the following badges of trade:

• Profit-seeking motive
• The number of transactions
• The nature of the asset
• The existence of similar trading transactions or interests
• Changes made to the asset
• The manner in which the sale was carried out
• The source of finance used
• The interval of time between purchase and sale
• The method of acquisition

It is important to note that there is no statutory definition of the term ‘trade.’ The only statutory clarification available is that ‘trade’ includes a ‘venture in the nature of trade.’ As a result, it is the courts that have provided a definition of what constitutes a 'trade,' and these decisions serve as a framework for guiding HMRC's assessments when disputes arise.

The badges of trade have proven to be valuable indicators in numerous cases, providing practical guidance in distinguishing between a hobby and a taxable trade or business.

Tax and property when you separate or divorce

When a couple separates or divorces, most attention focuses on the emotional and practical aspects. However, it is important to consider the tax implications of transferring assets, as these can have significant financial consequences if not managed carefully.

It is most important to consider if there are any Capital Gains Tax (CGT) implications. For transfers between spouses or civil partners, the rules changed on 6 April 2023. Couples that separate or divorce can transfer assets on a ‘no gain/no loss’ basis for up to three years after they stop living together. If the transfer is part of a formal divorce agreement, there is no time limit, ensuring no immediate CGT arises.

Private Residence Relief (PRR) may exempt individuals from paying CGT if the family home meets certain qualifying conditions. It is also important for couples to consider making a legally binding financial agreement. If an agreement cannot be reached, the court can issue a financial order, outlining how assets, financial support, and other arrangements are handled.

Careful planning during separation or divorce can help avoid unexpected tax charges and ensure that financial matters are resolved fairly for both parties.

VCT and EIS changes

The new rules will allow companies to raise more capital under the following schemes although investors will need to factor in reduced VCT Income Tax relief when assessing opportunities.

The Venture Capital Trusts (VCT) and Enterprise Investment Scheme (EIS) are designed to encourage private investment into trading companies. Both schemes help support business growth while at the same time encouraging individuals to fund these companies.

A number of changes to the schemes were announced at Budget 2025 and will apply from 6 April 2026.

The main changes are as follows:

• Gross assets limits: Companies’ gross assets will increase for EIS and VCT eligibility to £30 million immediately before the share issue (from £15 million) and £35 million immediately after the issue (from £16 million).
• Annual investment limits: Companies will be able to raise up to £10 million annually (from £5 million) and £20 million for knowledge-intensive companies (from £10 million).
• Lifetime investment limits: Companies’ lifetime limit will increase to £24 million (from £12 million), and £40 million for knowledge-intensive companies (from £20 million).
• VCT Income Tax relief: The rate of Income Tax relief for individuals investing in VCTs will reduce from 30% to 20%.

These increases in annual, lifetime and gross assets apply only to qualifying companies that are not registered in Northern Ireland and are not engaged in trading goods, or in the generation, transmission, distribution, supply, wholesale trade, or cross-border exchange of electricity. These companies remain eligible under the current scheme limits.

These changes are designed to encourage larger investments into qualifying companies. Investors should be aware of the reduced VCT Income Tax relief available and ensure that investments still remain worthwhile.