Author: Glenn

There are special rules to prevent close companies, generally companies controlled by a small group of individuals, from allowing directors or shareholders to take money out of the company without paying the appropriate tax. Under CTA10/S455, if a close company makes a loan to participators (typically a shareholder, director or someone with significant influence) it can be liable to pay tax on that transaction.

The S455 charge does not automatically make the loan a distribution or income for the recipient, but the company must account for the tax. Some limited exceptions exist, such as loans made in the ordinary course of a lending business.

If a loan remains outstanding beyond nine months and one day after the end of the company’s accounting period, the company must pay a tax charge, calculated as a percentage of the loan amount. This ensures that short-term loans that are quickly repaid do not trigger the charge. The tax is calculated on each new loan or benefit in an accounting period, not the total outstanding balance.

Loans to directors or employees on beneficial terms may also create additional tax liabilities under employment income rules. Companies must include any S455 liability in their Corporation Tax return.

Reclaiming VAT on a self-build home project can significantly reduce the overall cost of building or converting your property. The VAT DIY Housebuilders Scheme is a special VAT scheme that allows private individuals to benefit from the same VAT advantages as professional property developers. Under this scheme, the qualifying construction costs of a new home and certain types of conversion work can effectively benefit from VAT zero-rating. This allows qualifying homeowners to reclaim the VAT paid on eligible building materials.

A claim can be made for qualifying building materials on which VAT has been charged. Qualifying materials include most materials incorporated into a new building or conversion which cannot easily be removed. This includes items such as bricks, timber, roofing materials, plumbing, wiring and plaster. Items such as fitted furniture, carpets, curtains, and certain domestic appliances are excluded from the scheme, even if they are installed as part of the build.

In most cases, you must submit a claim within six months of completing the new build or conversion project. Completion is usually evidenced by a completion certificate or similar official documentation.

Claims are normally submitted online. However, if you are unable to use the digital service, you can apply using paper forms. There are two main forms available: VAT 431NB for new build properties, and VAT 431C for qualifying conversions.

Mandatory payrolling of benefits in kind (BiKs) and taxable employment expenses will be introduced from 6 April 2027. This represents a major change in reporting and means that for most benefits, the annual P11D form will no longer be required from the start of the 2027-28 tax year.

The requirement to report Income Tax and Class 1A National Insurance on most BiKs through Real Time Information (RTI) was originally due to start on 6 April 2026 but has been delayed until 6 April 2027 to allow additional time for employers, payroll professionals, software providers and agents to prepare.

The deadline to register for the current voluntary payrolling service for the 2026-27 tax year is 5 April 2026. After this, the service will close in preparation for the introduction of mandatory payrolling. 

From April 2027, employers will report BiKs and expenses via the Full Payment Submission (FPS), aligning reporting with the process currently used for reporting salaries. The number of RTI fields will be expanded to reflect the data currently captured through P11D and P11D(b) forms. Employers will also have the option to payroll employment-related loans and accommodation on a voluntary basis.

To support implementation, HMRC will waive penalties for inaccuracies related to mandatory payrolling for 2027–28, provided there is no evidence of deliberate non-compliance. However, existing late filing, late payment penalties and interest will continue to apply.

HMRC has confirmed that its Basic PAYE Tools software will also be updated to support payrolling of benefits in kind from April 2027.

Bona vacantia is Latin term meaning “ownerless goods”. The bodies that deal with bona vacantia claims vary across the United Kingdom, but they all ultimately represent the Crown.

Under company law, when a company is dissolved, any remaining rights or property automatically pass to the Crown as bona vacantia. This includes valid rights such as a tax refund from HMRC. However, if the company never had a genuine legal entitlement, for example, because a claim was fraudulent, then no right existed in the first place and nothing passes as bona vacantia.

It is important to note that only formally dissolved companies are affected by bona vacantia. A company that is “in liquidation” or “being wound up” is in the process of closure but still legally exists. Until dissolution takes place, the company’s property and rights remain vested in the company.

In some circumstances, a company may apply to be restored to the register if it was dissolved less than six years ago. If restoration is successful, any property previously treated as bona vacantia revests in the company as though it had never been dissolved. However, restoration can be a very complex and costly process. For that reason, directors should ensure that all assets, including potential tax refunds, are properly addressed before a company is dissolved.

The National Minimum Wage (NMW) Act 1998 remains contentious, especially after the introduction of the NMW (Amendment) Regulations 2025, as it draws the legal line in the sand between employment and slavery, as highlighted by a recent case.  

The claimant was born in the Philippines in 1990 and travelled to the UAE in the employ of a diplomat and his family, after which she was relocated to London. Her three months of employment in the UK involved extreme exploitation, verbal abuse, threats and isolation, as she was effectively forced to work eighteen-hour days, with no breaks or rest days. Her movements were strictly controlled, as the family retained custody of her passport and frequently locked her inside the flat when they were away. She was further isolated by being denied access to a SIM card or the household Wi-Fi, while her compensation was almost non-existent, falling far below the statutory NMW.

It was concluded that, as she had been a victim of human trafficking and suffered from PTSD, she was granted leave to remain in the UK in 2015. The High Court awarded over £146,000 in ‘punitive’ damages in a “default” assessment, including £85,000 for false imprisonment and injury to feelings, £35,000 for psychiatric injury, and £15,000 in exemplary damages. Given the resurgence of modern slavery and human trafficking cases, this ruling renders “sub-clinical distress” a litigable tort in forced labour cases, potentially reaching the highest band of compensation.  

While the NMW Act allows for a “current rate” uplift in a standard Employment Tribunal, the Judge ruled that this does not automatically apply to a claim brought in tort. If a claimant sues for “servitude” or “negligence” rather than a straight breach of contract, they may only be entitled to the wage rates that existed at the time the work was done. This presents a claimant with a strategic choice between pursuing a statutory (i.e., for higher money) or a tort claim (for general damages, including PTSD).

Cases of severe harassment and abuse can result in a “loss of earnings” that can extend far beyond the period of employment, due to traumatic psychological damage or unwarranted references. Thus, HR departments should actively monitor ongoing workplace conflicts to safeguard against claims under the new Employment Rights Act and NMW (Amendment) Regulations.