Transferring residential property out of a company

Many owners of UK residential property presently 'enveloped' or held in a company, either offshore or UK, are taking steps to 'de-envelope' or transfer their residential property out of the corporate structure.

In this article we look at the UK tax implications of a transfer of residential property out of company and into personal ownership.

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Transferring residential property out of a company

Recent sweeping tax changes have cast the tax net over companies owning UK residential property, whether they be offshore or UK companies:

  • The Annual Tax on Enveloped Dwellings (ATED), applies to residential properties above £500,000 since 1 April 2016.
  • ATED related capital gains tax (CGT), and non-resident CGT now applies to sales of residential property by offshore companies as well as individuals.
  • Inheritance Tax (IHT) on residential property held by offshore companies from 6 April 2017
  • Higher rates of stamp duty land tax (SDLT) apply to purchases by companies of residential property.

    Given that companies are now caught by the changes to IHT and other tax rules, many owners both onshore and offshore will wish to remove the envelope and move into a simpler and cheaper structure, outside the scope of future ATED charges. For many people, there are unlikely to be any tax advantages in keeping or buying residential property in a company which can also incur expensive annual maintenance charges.

    Residential property held through non-UK companies as at 6 April 2017 will be subject to inheritance tax.

    We look at the actual mechanics and options for de-enveloping at:

    How to de-envelope a property held by a company.

    Capital Gains Tax (CGT) on De-enveloping UK property

    On liquidation of the company, the company is deemed to dispose of the property for market value. There are three main tax issues to consider:

  • ATED-CGT from 6 April 2013
  • Non-residents CGT (NRCGT) from 6 April 2015
  • Attribution of company gains to shareholders under s13 TCGA 1992

    ATED Capital Gains Tax (ATED-CGT)

    With effect from 6 April 2013 capital gains tax was extended to certain non-natural persons when they dispose of UK residential property within the scope of the ATED regime. This ATED-CGT charge is levied at a flat rate of 28%, with no indexation allowance.

    Where a property was purchased before 6 April 2013 but disposed of after that date, the ATED-CGT charge only applies to the part of the gain which accrued on or after 6 April 2013, or the date from which the property became liable to ATED, if later.

    Where a property is not within ATED, for example because it is rented out to an unconnected third party, the gain will not be chargeable to ATED-CGT, although it may still be chargeable under one of the other provisions mentioned above.

    Non-Residents CGT (NRCGT)

    From 6 April 2015, non-residents (including companies, partners and trustees) are subject to UK capital gains tax on gains arising from the disposal of UK residential property.

    Only the portion of the gain arising after 6 April 2015 is chargeable to tax. The rate of CGT is 19% for companies.

    ATED-CGT takes priority over the NRCGT charge, so where the property does not qualify for one of the ATED exemptions, the portion of the gain arising after 6 April 2013 will be charged to ATED-CGT, not NRCGT.

    In cases where a property owned by a non-resident company qualifies for an ATED relief, no ATED-CGT is payable, and only the gain arising from 6 April 2015 will be charged to NRCGT at a rate of 19%.

    Gains attributed to shareholders under s13 TCGA 1992

    This provision allows gains of an overseas company to be apportioned to UK resident participators who own (together with any connected persons) more than a 25% share in the company. Attribution of the gain can also be made to non-resident trustees. We cover more on this at:

    Capital gains and SDLT on de-enveloping UK property

    Shareholder gain on liquidation

    The gain on the disposal of the shares is taxable on the shareholder at the standard CGT rates (10%/20%). In most cases, the chargeable gain will represent the increase in value of the property from acquisition.

    The economic gain may also be taxable under one of the provisions set out above, and therefore there is the potential for a double tax charge. Consideration will need to be given as to whether any relief is available under the distribution relief provisions. If no relief is available, any ATED-CGT or NRCGT tax can be deducted from the shareholder gain.

    Planning for de-enveloping

    We look at tax planning for de-enveloping including the tax treatment and planning opportunities for an in-specie dividend of residential property to an individual following liquidation of a company in these articles:

    How to de-envelope a property held by a company

    Capital gains and SDLT on de-enveloping UK property

    Tax Guide: De-enveloping: UK Tax Planning

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    FREE Download&##x3a; Selling Your Business 2013

    If you're selling your business or company this is an essential read. The tax at stake could be significant and this 170 page book goes through in detail the tax planning opportunities available to you to enable you maximise your net disposal proceeds. It covers lots of issues from straightforward tax reliefs such as taper relief and rollover relief to more complex reconstructions, hive ups and share reorganisations....keep reading

    FREE DOWNLOAD - How To Legally Pay Less Tax: 34 Top Tips
    08/11/2013
    FREE DOWNLOAD - How To Legally Pay Less Tax&##x3a; 34 Top Tips

    By undertaking simple tax planning many people can significantly reduce the amount of tax they pay. In this guide we look at 34 top tax tips to reduce income tax, capital gains tax, inheritance tax and SDLT....keep reading



    Tax Restructuring
    Reducing SDLT: 2 key SDLT planning principles
    07/11/2021
    Reducing SDLT&##x3a; 2 key SDLT planning principles

    SDLT is charged on the total purchase price for a land transaction. This will generally include the price paid for the land and for any buildings on it. In this Practitioner Zone article we look at two key SDLT planning ideas...keep reading

    New: Contractors tax planning structure
    New&##x3a; Contractors tax planning structure

    This solution allows UK resident individual ("the contractor") to provide their services to one or more UK businesses ("the end users") via a trading trust ("the trust"). The contractor will be paid a fee by the trust (which will be subject to tax), but the trust can also provide other benefits to the contractor such as loans which should not be taxable....keep reading


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