How to extend the £300,000 small company band and avoid the 25% corporation tax rate

This is an interesting opportunity. The effective rates of corporation tax from April 2012 are: 0 - 300,000 = 20%
£300,000 - 1.5M = 26.25%
£1.5M+ = 25% So if your business earned more than £300,000 you'd wouldn't be subject to the 20% rate of corporation tax anymore but would instead be taxed at 25% on profits above £300,000. Once your profits exceed £300,000 you'll therefore see your corporation tax rate jump up immediately. You can't avoid these rules by simply setting up another company to carry out some of the trading and splitting the profits between the two (to keep below the £300,000 limit), as the associated company provisions would then apply. We've looked at these in other articles but in essence they will result in the tax bands available to each company being halved. How can the small company band be extended to larger profits? One option to avoid the increased rates of corporation tax would be to use a partnership or LLP to carry out part of the trade. As these are not subject to the associated company rules the profits would be split between the company and the partnership. The former would be subject to corporation tax at 20% if profits were less than £300,000. In terms of the partnership though this would be subject to income tax. If you wanted to avoid income tax completely and have all of the profits subject to the small company rates of corporation tax you could consider using a corporate partnership. In this case you'd have company A and company B in a partnership carrying out the trade. The profits of the partnership would be allocated to A and B in accordance with the agreed profit sharing ratio. So if profits were £500,000 for instance with a 50/50 profit sharing ratio each company would be taxed at 20%. The total corporation tax would be £100,000. If you used a single company which generated profits of £500,000 the corporation tax liability would be £112,500. The tax saving would therefore be £12,500. You could potentially use this strategy to have even larger partnerships which could even avoid the 25% rate of corporation tax. Points to watch out for There is one key issue that would need to be considered before this strategy would be successful: Firstly, you'd need to ensure that the two companies weren't associated with each other. The tax legislation will class a company as an associated company of another at a given time if at that time:

  • one of the companies has control of the other, or
  • both of the companies are under the control of the same person or persons. You'd therefore need to avoid this second requirement and ensure that both of the companies are not under the control of the same person or persons. HMRC will only regard the two companies as under the control of the same persons if:
  • a group which controls one company is identical with a group which controls the other, and
  • for each company, that group is a 'minimum controlling combination'. A 'minimum controlling combination' means a group of persons which has control of the company but which would not have control of it if any one of the persons were excluded from the group. So essentially you would need to look at the individuals who control Company A and see if any of those individuals either on their own or in combination can also control Company B. 'Great' you think, I'll set up both companies with different directors and shareholders. Even if you did this though in addition to the rights and powers which an individual has the rights and powers of certain other people may be attributed to him and count as his rights for the purpose of determining who controls the company. Crucially the rights and powers of his associates are taken into account. What is an associate? An associate of a participator is: a. a person in any of the following relationships to the participator:
    i) husband or wife,
    ii) parent or remoter forebear,
    iii) child or remoter issue,
    iv) brother or sister,
    v) partner. Separated spouses are be regarded as associated with each other but divorced spouses aren't. Other relatives are regarded as associated only if there is a blood relationship, (eg, half-sisters are associated but stepsisters aren't). What does this mean? This means that when you look at the people who control the companies you need to ensure that you don't have associated people controlling the two companies. If you did, the two companies themselves would be associated and the tax bands would be split. Provided you set the companies up with unconnected individuals this wouldn't usually be a problem. Clearly setting up the two companies with family members would need to be very carefully considered. Partnerships The other issue is that if the individuals who own A and B are themselves partners then the two companies would be associated. So you'd need to ensure that the individuals aren't business partners in a personal capacity when considering the corporate partnership structure. What else? You should also ensure that there is a partnership agreement in place between the two companies to govern how the profits and capital gains etc are to be split.
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