Author: Glenn

Beneficial loans, where employees benefit from cheap or interest-free loans from their employer, can trigger tax implications. However, certain exemptions, like loans under £10,000 or qualifying loans, eliminate the need for employers to report or pay tax on them.

An employee can receive a benefit when they are provided with a loan from their employer that is either cheap or interest-free. The benefit arises from the difference between the interest the employee pays, if any, and the market rate they would have to pay if they obtained a loan from another source. These types of loans are commonly referred to as beneficial loans.

However, there are several situations in which beneficial loans may be exempt, meaning employers don’t have to report anything to HMRC or pay tax and National Insurance. One of the most common exemptions applies to small loans where the total outstanding balance to the employee is less than £10,000 throughout the entire tax year.

Other exemptions include:

• Loans given in the normal course of a domestic or family relationship, where the loan is made by an individual (not a company they control, even if they are the sole owner and employee).
• Loans provided to an employee for a fixed, invariable period, with a fixed, invariable interest rate that is equal to or greater than HMRC’s official interest rate when the loan was taken out.
• Loans offered on the same terms and conditions to the general public, typically seen with commercial lenders.
• Loans that are ‘qualifying loans’ for tax relief, meaning all the interest is eligible for tax relief.
• Loans made through a director’s loan account, as long as the account is not overdrawn at any point during the tax year.

In these cases, no tax or reporting requirements would apply to the employer.

Employers can voluntarily register to report and account for tax on certain benefits and expenses via the RTI system before the start of the tax year. This process, known as payrolling, eliminates the need to submit P11D forms for the selected benefits at the end of the tax year.

The deadline for submitting P11D, P11D(b), and P9D forms for the 2024-25 tax year is 6 July 2025. These forms can be submitted via commercial software or HMRC’s PAYE online service, as HMRC no longer accepts paper submissions. Employees must also receive a copy of the information by the same date.

Employees must also be provided with a copy of the information relating to them on these forms by the same date. P11D forms are used to provide information to HMRC on all Benefits in Kind (BiKs), including those under the Optional Remuneration Arrangements (OpRAs) unless the employer has registered to payroll benefits.

A P11D(b) is still required for Class 1A National Insurance payments regardless of whether the benefits are being reported via P11D or payrolled. The deadline for paying Class 1A NICs is 22 July 2025 (or 19 July if paying by cheque).

If no benefits are provided during the tax year, employers can either submit a 'nil' return or notify HMRC that no return is required. Penalties apply for late submissions or payments, of £100 per 50 employees for each month a P11D(b) is late.

A significant amount of online information about companies is available to the public on the Companies House website. The information available through Companies House can be an important resource for anyone looking to research a company. What makes this particularly valuable is that a significant portion of the data is freely available to the public.

The range of publicly available information can be used for various purposes, including due diligence, background checks, and monitoring the financial health of companies.

Among the key details that can be accessed through Companies House are:

• Company Information: This includes basic but essential details such as the company’s registered address, its date of incorporation, and its status.
• Company Officers: You can access a list of current and resigned officers of the company, which includes directors, company secretaries, and other key individuals.
• Document Images: Companies House maintains a digital archive of official documents filed by companies, such as annual accounts, articles of association, and resolutions.
• Mortgage Charge Data: For companies that have taken out loans or entered into security agreements, information about mortgage charges is available.
• Previous Company Names: If a company has changed its name in the past, this information is also made available.
• Insolvency Information: Companies House also holds records of any insolvency proceedings.

In addition to this, Companies House offers a convenient service where individuals and businesses can set up free email alerts. These alerts notify you whenever there are updates to a company’s details, such as a change in director or registered address.

A recent case [London United Busways Ltd. (LUB) v De Marchi and Abellio London [2024] EAT 191] revealed the complexities of working under the Transfer of Undertakings (Protection of Employment) Regulations 2006, or TUPE.

A Mr. De Marchi had been working as a bus driver for two decades by LUB from his local bus depot, even though his contract contained a clause to the effect that employees may be expected to work at any of the depots across London. After LUB lost its tender for his route, his employer elected to exercise this right of transfer, unless the employee objected by a specified deadline under Regulation 4(9). Given the options to transfer, resign or object, Mr. De Marchi objected to his transfer and requested redundancy, as the new depot was over an hour from his domicile. As this was not one of the three alternatives, LUB rejected his approach, and Mr. De Marchi took a leave of absence suffering from stress and anxiety as he had been informed that, if he failed to sign a new contract by the deadline, his employment would effectively be terminated.

Mr. De Marchi failed to respond and later brought a claim for unfair dismissal against the transferor. The tribunal found that, while the employee may object to becoming employed by the transferor under Regulation 4(7) of TUPE, the effect of that objection is to preclude the transfer of his contract and any of the rights and obligations under Regulation 4(2) of TUPE.  However,  Regulation 4(8) TUPE operates to terminate the contract with the transferor to the detriment of the employee.

This ruling serves to provide useful guidance in terms of who is liable. If the objection occurs before the transfer, then the liability falls on the transferor. However, if the employee does not object to the transfer in a timely fashion and then tries to argue Regulation 4(9), then the liability falls on the transferee. It is thus advisable to seek legal advice before transferring employees to other positions or locations.

The UK's Competition and Markets Authority (CMA) has initiated its new digital markets competition regime, effective from January 1, 2025, following the Digital Markets, Competition and Consumers Act's Royal Assent in May 2024.

Strategic Market Status (SMS) Designations

Under this regime, the CMA can designate firms with "Strategic Market Status" (SMS) concerning specific digital activities. This designation applies to companies with substantial and entrenched market power, allowing the CMA to impose conduct requirements or introduce pro-competition interventions to enhance outcomes for UK consumers and businesses.

Upcoming Investigations

The CMA plans to launch SMS designation investigations in three digital activity areas within the first six months of 2025. The initial two investigations are scheduled to commence in January, with details forthcoming later this month. A third investigation is anticipated towards the end of this period, allowing the CMA to manage resources efficiently and minimize stakeholder burden. Each investigation has a statutory completion timeline of nine months.

Commitment to Fair Competition

Sarah Cardell, Chief Executive of the CMA, emphasized the regime's role in balancing investment and innovation benefits from large digital firms with ensuring a level playing field for UK tech start-ups and scale-ups. The regime aims to foster more innovation, choice, and competitive pricing for UK businesses and consumers.

Guidance and Stakeholder Engagement

The CMA has published guidance detailing its approach to the new regime, including an 'explainer' guide for businesses, advisors, and stakeholders. This initiative underscores the CMA's commitment to transparency, proportionality, and predictability in enforcing the new regulations.

International Context

The UK's approach aligns with global trends in regulating digital markets. For instance, the European Union's Digital Markets Act enforces similar regulations to ensure fair competition among digital platforms.

The CMA's proactive measures reflect a commitment to fostering a competitive digital economy, ensuring that dominant market players do not stifle innovation or consumer choice. As the regime unfolds, its impact on the digital marketplace will become more evident, with the potential to set precedents for digital market regulation globally.