Disincorporation relief at TCGA 1992 s.162B was a time-limited 2013-2018 measure with a built-in sunset clause. It expired on 31 March 2018 and has not been renewed by any subsequent Finance Act. Any 2026/27 exercise of taking a property business out of a UK limited company reckons with the full unrelieved corporation tax, SDLT, income tax, dividend tax, capital allowances, and VAT cost. The misconception that disincorporation relief is still available is one of the most common errors at the entity-exit fork; correct it before doing any route-comparison modelling.

This page is the honest entity-exit decision frame for property LtdCo founders, FDs, and advisors. It is the mirror of the formation-side pages: incorporating a company in the UK and how to transfer property into a limited company. The route-specific depth pages sit beneath: MVL members voluntary liquidation, EOT property SPV exit mechanics, the sibling SSE Schedule 7AC mechanics reference, pre-sale extraction, and extraction-sequence pillar. The portfolio-level question (when to phase a disposal, how to use spouse splits and IHT-uplift-on-death) sits separately at property investment exit strategy planning guide.

Five main routes are available. The route choice depends on whether a third-party buyer exists, whether the founder wants the property retained in personal ownership, and the shareholder's marginal-tax-rate profile against the operational cost of a licensed insolvency practitioner.

The five exit routes at a glance

The five routes covered in this decision frame:

  • Option A: asset sale at company level with extraction. Company sells property to a third party; corporate-level CGT on the gain at 25% main rate or 19% small-profits rate (marginal relief band £50,000 to £250,000); cash proceeds extracted to shareholders via dividend (10.75% / 35.75% / 39.35%) or via MVL capital treatment (CGT residential rate); company dissolved via MVL or strike-off.
  • Option B: share sale to third-party buyer. Founder sells LtdCo shares to a buyer in a single transaction; no asset-level CGT inside the company; CGT on the shares at residential rates for an investment property LtdCo; buyer takes over the company with historic liabilities, property, lease arrangements, and DLA balances. SSE may apply at HoldCo level for sub-of-HoldCo structures with a trading subsidiary; see the sibling SSE page.
  • Option C: in-specie distribution to shareholder plus dissolution. Company distributes property to shareholder at market value (triple-charge: corporation tax on company gain, dividend income tax on shareholder market-value receipt, SDLT on the transfer); company then dissolved with residual cash via strike-off or MVL. The most expensive route in absolute tax-cost terms but may be the operational answer where the founder needs to retain the property in personal ownership.
  • Option D: MVL with property in-specie distribution. Company appoints a licensed insolvency practitioner as liquidator; property transferred to shareholder in-specie via MVL; distribution treated as capital under TCGA 1992 s.122 (shareholder pays CGT residential rate on the gain on share base cost, not dividend rate on property market value); SDLT still applies on the property transfer; corporation tax still applies on the company gain at market value under s.17.
  • Option E: strike-off with FA 2012 s.1030A £25,000 capital cap. Small company (net assets at or below £25,000 at distribution) extracted via the £25,000 capital window plus strike-off via the DS01 form; the £25,000 is treated as capital under s.1030A (CGT residential rate to shareholder). Suitable for small property LtdCos with a single low-value property and minimal residual cash. Phoenix TAAR per ITTOIA 2005 s.396B applies (no same-business-restart within 2 years).

Corporate-level taxes that apply regardless of route

Before route-specific differentiation, four corporate-level heads apply on any exit route that involves the company disposing of, or transferring out, its property assets.

Corporation tax on disposal gains: TCGA 1992 s.17

TCGA 1992 s.17 deems a connected-person disposal to be at market value, regardless of the consideration actually paid. A shareholder is a connected person of the company per TCGA 1992 s.286, so any transfer of property from the company to the shareholder is a deemed-market-value disposal. The company's chargeable gain is calculated on the market value at the date of disposal minus original base cost (with indexation frozen at December 2017 per FA 2018, so post-2017 gains accrue without indexation).

The corporate-level corporation tax rate sits at 25% main rate or 19% small-profits rate, with the marginal relief band running £50,000 to £250,000 of taxable profits. For most exit-year LtdCos with a significant property disposal, the main rate applies because the gain pushes total profit above the marginal-relief upper threshold.

SDLT on property transfer-out: FA 2003 Sch 4 plus Sch 4ZA

Transferring let property out of the company to a shareholder is a land transaction. SDLT is chargeable on the consideration provided: cash plus the assumption of any mortgage at market value. The 5% additional-dwellings surcharge under FA 2003 Sch 4ZA applies where the shareholder ends up owning an additional dwelling (which is almost always the case for property-LtdCo exit scenarios). Verify the current rate against gov.uk at the time of any client decision.

Critical no-relief points: Sch 7 SDLT group relief is UNAVAILABLE because the transfer is to a non-corporate (a natural-person shareholder, not a group company). The FA 2003 Sch 15 partnership SDLT regime is UNAVAILABLE because the transfer is OUT of a corporate, not INTO a partnership. No divorce-separation Sch 3 relief unless the transfer is part of a divorce-proceedings settlement.

Capital allowances disposal event: CAA 2001 s.61

Transferring property OUT of the company to a shareholder triggers a CAA 2001 disposal event 8 on any plant, machinery, and integral features that previously qualified for capital allowances (annual investment allowance, first-year allowance, or writing-down allowance pools). The deemed disposal value is market value per CAA 2001 s.61 (connected-person rule). A balancing charge or balancing allowance crystallises in the company's final CT computation.

The shareholder cannot inherit the company's capital allowances pool history. The CAA 2001 s.198 election to fix transfer value of fixtures on commercial-property transfers between trading entities is NOT available on investment-asset transfers; the shareholder steps into the property without a fixtures election.

VAT consequences for opted-to-tax commercial property: VATA 1994 s.81(3) plus Sch 4 para 5; SI 1995/2518 regs 112-116

For commercial property held under option-to-tax (Sch 10 VATA 1994), exit out of the company triggers VAT consequences on two fronts.

The VATA 1994 s.81(3) plus Sch 4 para 5 deemed supply at market value applies on deregistration if VAT was reclaimed on the property's acquisition. Without TOGC conditions (rarely available on disincorporation context where the shareholder is not continuing the same VAT-registered business), VAT at the standard rate (20%) applies to the market value.

The Capital Goods Scheme under SI 1995/2518 regs 112-116 applies a separate 10-year clawback adjustment period for capital items (property, integral fixtures, extensions). Change of use from taxable to non-taxable during the remaining intervals triggers annual VAT adjustments. For a 6-years-remaining property with £100,000 of historic VAT reclaim attributable to taxable use, the clawback can run to c.£60,000 over the remaining intervals. See our option to tax revocation routes page for the 20-year cooling-off route that can defer the OTT problem.

Shareholder-level tax: the dividend versus capital arbitrage

The dividend rate stack for 2026/27 sits at 10.75% basic-rate, 35.75% higher-rate, and 39.35% additional-rate, with a £500 dividend allowance (verify current calibration at write time). CGT residential rates apply at 24% on the higher-rate band on residential gains, with a 28% surcharge variant in some configurations (verify against current FA 2026 calibration).

For higher-rate and additional-rate shareholders, capital treatment is materially cheaper than dividend treatment per pound of extraction. The difference between 24% capital and 39.35% dividend is 15.35 percentage points; on a £400,000 extraction the difference is c.£60,000 in shareholder-level tax. This is the gap that MVL (under TCGA 1992 s.122) and strike-off (under FA 2012 s.1030A) attempt to capture.

Two route-specific capital-treatment mechanisms exist.

MVL via TCGA 1992 s.122. Distributions made by a liquidator in the course of a members' voluntary liquidation are capital receipts in the shareholder's hands. The shareholder is treated as having made a disposal of their shares; the gain is calculated as the distribution value (or deemed value where in-specie) minus the share base cost. CGT residential rates apply.

Strike-off via FA 2012 s.1030A. Distributions in anticipation of dissolution (made before the strike-off application) are treated as capital if net assets at the time of distribution are £25,000 or less. The statutory framework replaced the abolished extra-statutory concession C16. The £25,000 cap is hard: if net assets exceed £25,000 at distribution, the entire distribution becomes dividend income at the recipient's dividend rate.

Phoenix TAAR: ITTOIA 2005 s.396B (not ITA 2007)

The phoenix targeted anti-avoidance rule introduced by F(No.2)A 2016 Sch 1 para 11 sits at ITTOIA 2005 s.396B. The statutory home is ITTOIA, not ITA 2007 (ITA 2007 s.396B does not exist; the cite-correctness point is load-bearing because it sometimes appears wrongly in older summaries).

The rule recharacterises an MVL or strike-off capital distribution as dividend income where the same shareholder restarts or carries on a same-or-similar business within 2 years of the dissolution. Key operative features:

  • The 2-year window runs to the day.
  • The rule captures any similar activity (incorporated or unincorporated; personally or via a new company), not just identical-business resumption.
  • The rule applies equally to MVL distributions under s.122 and strike-off distributions under s.1030A. It is not a route-specific anti-avoidance.
  • For property founders, returning to personal-landlord activity within 2 years after winding up a property LtdCo is the classic trigger configuration. HMRC's operative position is that residential rental activity after a residential-rental LtdCo wind-up is same-or-similar business within the rule's scope.
  • A bona-fide commercial reason for the original wind-up is the operative defence: retirement, emigration, health, family-succession, portfolio refocus to a different asset class. Documenting the commercial driver at the time of the MVL is the practical mitigation.

Worked example: phoenix TAAR retrospective recharacterisation

Burnham Founder dissolves Property Trading Ltd via MVL in May 2027. The MVL distributes £400,000 to Burnham as a capital receipt under TCGA 1992 s.122; CGT at 24% residential rate on the £400,000 gain (assuming a low share base cost) = £96,000 paid in the 2027/28 tax year.

In September 2028 (16 months after the MVL completion), Burnham buys three new residential rental properties personally and commences letting them out. HMRC opens an enquiry in 2029.

  • ITTOIA 2005 s.396B applies. Burnham's new personal-landlord activity in residential rental within 2 years of the MVL is held to be a same-or-similar activity to the dissolved Property Trading Ltd's business.
  • The £400,000 capital distribution is recharacterised as dividend income for 2027/28. Additional tax: dividend rate 39.35% × £400,000 less £500 allowance = c.£157,000, minus the £96,000 CGT already paid = c.£61,000 additional tax.
  • Late-payment interest accrues at HMRC's official rate. Penalties under FA 2007 Sch 24 inaccuracy regime can apply where HMRC argues the founder was careless or knew (or should have known) about the rule.

The 2-year window runs to the day; Burnham's restart at month 16 falls squarely within the rule. Pre-MVL planning should include written commitment to non-restart and operational sequencing of any future property activity outside the 2-year window. Bona-fide commercial reason for the wind-up (retirement, emigration, health) is the strongest defence under s.396B.

Side-by-side worked example: £500,000 property through five routes

Frampton Property Ltd holds a single residential property: market value £500,000; LtdCo base cost £200,000; outstanding mortgage £150,000; retained profit in cash £80,000. Sole shareholder is an additional-rate taxpayer with share base cost £10,000. A third-party buyer is available for both asset and share routes at fair value.

Option A: asset sale at company plus extract via dividend

  • Company sells property £500,000; corporate gain £300,000; CT at 25% = £75,000.
  • Cash to extract: £500,000 - £150,000 mortgage - £75,000 CT + £80,000 retained = £355,000.
  • Dividend to shareholder: £355,000 less £500 allowance at 39.35% = c.£139,600.
  • Total tax: £75,000 + £139,600 = £214,600.

Option B: share sale to third-party investor

  • Founder sells shares for c.£385,000 (buyer applies a discount for inherited £75,000 CT exposure plus historic liabilities; SSE not available for an investment-LtdCo per the trading-vs-investment line analysis).
  • CGT on share gain £385,000 less £10,000 base cost = £375,000 at 24% residential rate (investment-co shares; verify whether the higher-rate residential rate applies in the operative configuration) = c.£90,000.
  • Total tax: £90,000.

Option B is the cheapest when a buyer exists and accepts the inherited-liability discount. The buyer's discount sets the ceiling on the achievable share-sale price.

Option C: in-specie distribution to shareholder plus direct dissolution

  • Company transfers property to shareholder (TCGA 1992 s.17 deemed market value £500,000); corporate gain £300,000; CT at 25% = £75,000.
  • Distribution at £500,000 market value to shareholder; dividend income at 39.35% less £500 allowance = c.£196,600.
  • SDLT on £500,000 market value plus 5% additional-dwellings surcharge per Sch 4ZA = c.£35,000 (verify current rate).
  • Total tax: £75,000 + £196,600 + £35,000 = £306,600.

Option C is the most expensive route by a wide margin. The triple-charge stacking (CT + dividend + SDLT) is the operative trap; the "no cash, no tax" misperception about in-specie distribution is the cause of the trap.

Option D: MVL with in-specie distribution

  • Company still has CT £75,000 on property gain (s.17 deemed-MV disposal at MVL distribution point).
  • SDLT £35,000 on transfer (in-specie distribution through the liquidator is still a land transaction).
  • Retained cash £80,000 distributed via MVL; effective distribution value to shareholder (property MV minus mortgage assumption plus cash, minus CT and SDLT already crystallising) c.£320,000.
  • Shareholder CGT under s.122 capital treatment: distribution value minus £10,000 share base cost; the deemed-share-disposal gain at 24% residential CGT rate = c.£74,000-£80,000 depending on the exact mechanic for in-specie valuation in the s.122 deeming.
  • Insolvency-practitioner fees c.£5,000.
  • Total tax c. £75,000 + £35,000 + £77,000 + £5,000 = c.£192,000.

Option D saves c.£23,000 against Option A (£214,600) by routing the £80,000 retained cash plus the property-MV deemed-distribution through s.122 capital treatment rather than as a dividend. Against Option C (£306,600), Option D saves c.£115,000 by converting the shareholder-level charge from dividend to capital.

Option E: strike-off with £25,000 cap

Not available for this £500,000-property scenario; net assets far exceed the £25,000 threshold. Phoenix TAAR would in any event constrain reuse.

Summary comparison

For Frampton's profile (additional-rate shareholder, £500k property, buyer available, willing to retain or sell):

  • Option B (share sale) cheapest at £90,000 if buyer available and prepared to discount for inherited liabilities.
  • Option D (MVL) at c.£192,000 delivers c.£23,000 shareholder-tax-arbitrage saving versus Option A by routing the £80,000 cash via capital not dividend.
  • Option A (asset sale + dividend) at £214,600 sits between D and C.
  • Option C (in-specie direct) most expensive at £306,600 due to triple-charge stacking.

The right route depends on three operative questions. Whether a third-party buyer exists at fair value (Option B dominant). Whether the founder needs to retain the property in personal ownership (Options C or D). Whether the £5,000 insolvency-practitioner fee for MVL is justified by the shareholder-tax-arbitrage saving (Option D versus C for retention scenarios delivers c.£115,000 saving against c.£5,000 IP cost).

Strike-off with the £25,000 cap: the small-LtdCo hybrid

For sub-£25,000-net-assets companies, the strike-off route with FA 2012 s.1030A capital treatment is the cheapest exit. The route requires the CA 2006 s.1004 conditions (no trading in the last 3 months, no name change in the last 3 months, no application to court, no creditors owed more than £15,000 in the last 3 months) and runs through a DS01 form filing at Companies House with a 2-month objection window for HMRC and creditors.

For companies sitting just above the £25,000 cap, a hybrid route extracts the excess as a dividend before the DS01 application, leaving £25,000 of distributable reserves to flow through the capital treatment on dissolution.

Worked example: strike-off hybrid for a small LtdCo

Dunlevy Single-Property Ltd has an £80,000 property with £200,000 base cost (loss-making position from cyclical market). Mortgage outstanding £30,000. Net cash £15,000. Sole shareholder is additional-rate taxpayer; share base cost £5,000.

  • Property sale step. Property sold at £80,000; corporate loss £120,000 (allowable against other corporate gains or carried forward; no CT on the property gain because there is a loss).
  • Net assets after property sale and mortgage repayment. £50,000 cash from sale (£80,000 minus £30,000 mortgage) plus £15,000 retained = £65,000.
  • Above £25,000 strike-off cap. To use the strike-off route with capital treatment, the founder extracts £40,000 first via dividend (additional-rate-band 39.35% × £39,500 after £500 allowance = c.£15,550 tax), leaving £25,000 of distributable reserves at the strike-off application.
  • Strike-off step. DS01 filed; £25,000 distributed as capital under FA 2012 s.1030A; CGT residential 24% on £20,000 gain (£25,000 less £5,000 share base cost) = £4,800.
  • Total tax under hybrid route. £15,550 + £4,800 = £20,350.
  • Counterfactual MVL with full £65,000 distribution. CGT on £60,000 gain at 24% = £14,400, plus insolvency-practitioner fees c.£4,000-£7,000 = total £18,400-£21,400.

The strike-off-plus-partial-dividend hybrid is competitive with MVL for sub-£25,000-remainder scenarios where the insolvency-practitioner fee crossover matters. The £25,000 cap is calculated on net assets AT THE TIME OF DISTRIBUTION, not at year-end, so operational sequencing (extracting the excess as dividend before the DS01 application) is the load-bearing planning point. Phoenix TAAR ITTOIA 2005 s.396B applies; the 2-year non-restart commitment binds equally to the strike-off route.

The bona vacantia trap: assets left in a struck-off company

Per CA 2006 s.1012, all assets of a struck-off company pass to the Crown as bona vacantia. The Treasury Solicitor's Bona Vacantia Division then administers the asset for the Crown's account. The founder's recovery requires restoration proceedings.

Worked example: the bona vacantia trap

Hatherfield Family Ltd is a small property LtdCo with one BTL flat (market value £250,000; £100,000 mortgage) and £40,000 cash. The founders attempt strike-off via DS01 without first distributing the property to themselves, on the assumption that "the property passes to us automatically on dissolution".

  • Reality on dissolution. Per CA 2006 s.1012 and the Treasury Solicitor's Bona Vacantia Division operative position, all assets of a struck-off company pass to the Crown. The £250,000 BTL flat plus £40,000 cash plus any future rental income receipts (since the company no longer exists to receive them) all pass to the Crown.
  • Tenant rents. Continue to be paid into the (struck-off) company's bank account; the bank freezes the account on notification of dissolution; rent receipts cannot be retrieved without restoration proceedings.
  • Restoration proceedings. The founder must apply to court (or in some cases administratively to Companies House under CA 2006 s.1024) for restoration; legal fees £1,500 to £5,000; court fees on top; time delay typically 3 to 6 months. The Bona Vacantia Division then disclaims the property back to the restored company; assets resume normal status.
  • Worst case: pre-restoration disposal. If the Bona Vacantia Division has disposed of the asset before the restoration application, the founder may have no recovery beyond residual proceeds.

Strike-off requires all assets to be distributed to shareholders BEFORE the DS01 application. Leaving property in a struck-off company is one of the most expensive errors in this entire decision frame; the headline tax cost of the strike-off route is small, but the operational catastrophe of bona vacantia loss plus restoration cost plus months of delay completely outweighs any tax saving.

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The VAT CGS clawback: commercial-property OTT exit

Commercial property held under option-to-tax (VATA 1994 Sch 10) carries the highest-risk variant of the entity-exit decision frame. Two separate VAT consequences apply on exit out of the company.

Worked example: OTT commercial property exit

Vorlund Commercial Ltd owns a £600,000 commercial unit, opted to tax at acquisition 4 years ago, and reclaimed £100,000 VAT on acquisition cost and subsequent capital improvements over the 10-year Capital Goods Scheme adjustment period. The company is winding down via MVL with the property transferred in-specie to the sole shareholder, who does not make an option to tax in personal capacity and does not register for VAT.

  • VAT deemed supply on deregistration. Under VATA 1994 s.81(3) plus Sch 4 para 5, transfer of a business asset to a shareholder where VAT was reclaimed on acquisition triggers a deemed supply at market value. Without TOGC conditions (rarely met on disincorporation context because the receiving shareholder is not continuing the same VAT-registered going concern), VAT chargeable at the standard rate (20%) on £600,000 market value = £120,000 VAT liability.
  • CGS clawback. Under SI 1995/2518 regs 112-116, the property is within the 10-year CGS adjustment period (acquired 4 years ago, with 6 intervals remaining). The OTT-electing-out (transfer to non-VAT-registered shareholder) is treated as 100% non-taxable use for the remaining intervals. Annual CGS adjustment at 10% per remaining interval on the original VAT-reclaim attributable to taxable use: c.6/10 × £100,000 = c.£60,000 VAT clawback over the remaining 6 years.
  • Combined VAT exposure. £120,000 deemed supply + £60,000 CGS clawback = £180,000. This is completely separate from the corporation tax, SDLT, and dividend/capital characterisation analysis.

Commercial-property exits with a historic OTT election are the highest-risk variant of the entity-exit decision frame. Early engagement with VAT advisers before choosing the exit route is essential; alternative routings (sale to a VAT-registered third party with TOGC compliance, OTT revocation via the 20-year cooling-off route per our option to tax revocation routes page where applicable) can materially reduce the VAT exposure. The shareholder-in-specie route is almost never optimal for OTT commercial property.

The s.179 degrouping interaction for multi-company groups

For property HoldCo plus SPV groups, TCGA 1992 s.179 imposes a degrouping charge on assets transferred intra-group within 6 years before the company holding the asset leaves the group. On group wind-down, intra-group transfers within that 6-year window trigger degrouping charges at the SPV-leaving-the-group point.

FA 2011 Sch 10 modified the mechanic for SSE-protected share sales: the degrouping charge is added to the share-sale consideration and exempted under SSE rather than imposed as a separate CT charge. Where SSE does not apply (investment subsidiaries; failed trading-company test), the degrouping charge crystallises as a separate CT exposure at 25% on the leaving company. For the SSE depth see the sibling substantial shareholding exemption SSE page on this batch and the existing SSE property companies page. For the multi-company group operational layer see our multi-company group extraction page.

Operational compliance closure sequence

Regardless of route, the closure compliance steps run in parallel.

  1. CT600 cessation accounts. Company files a CT600 to the date of cessation of trade plus a final CT600 to the date of dissolution. The cessation accounting period typically does not align with the company's standard accounting reference period. The final CT600 reconciles distributions to shareholders, asset disposals, s.179 degrouping where applicable, and any clawbacks (CIS, R&D, patent box, capital allowances).
  2. VAT7 deregistration. If VAT-registered, file Form VAT7 within 30 days of cessation of trade or transfer of business. Final VAT return captures any deemed-supply VAT on stock and capital goods at market value per VATA 1994 s.81(3) plus Sch 4 para 5 where VAT was reclaimed.
  3. PAYE closure. RTI PAYE scheme closure via final FPS or EPS marker. P45s for employees. PAYE settlement of any final liabilities. Employer's National Insurance reconciliation.
  4. Companies House dissolution. DS01 form for strike-off under CA 2006 s.1003 or liquidator-filed L120 for MVL dissolution. Confirmation statement (ECCTA-compliant) and final accounts filing if year-end falls within the strike-off window.
  5. ECCTA-compliant registered office and identity verification. Maintained until dissolution completes; for ECCTA timing see our register for UK corporation tax page (the registration mirror) and the Companies House reform pages.

The 12 to 18 month forward-planning playbook

  1. Route choice driven by buyer availability, asset retention need, and shareholder tax-rate profile. Where a buyer exists for shares at fair value, Option B is usually dominant; where the founder needs to retain the property, Options C or D; where the company is small enough to fit the £25,000 cap, Option E.
  2. Sequencing of intra-group transfers against the s.179 6-year window. Historic intra-group transfers within 6 years pre-exit will trigger degrouping. Run a 6-year lookback inventory; identify any intra-group transfers and the assets they covered.
  3. Net-assets management against the £25,000 FA 2012 strike-off cap. If the hybrid strike-off route is planned, extract the excess as dividend BEFORE the DS01 application. The cap is calculated at distribution time, not year-end.
  4. SSE-structuring decisions if multi-company group. The 12-month substantial-shareholding window and the immediately-after trading-status sequencing under Sch 7AC paras 7 and 19. Cross-reference the sibling SSE page on this batch.
  5. Phoenix TAAR avoidance. Complete cessation of same-or-similar activities for the full 2-year window after the dissolution date. Documented commercial driver for the wind-up is the operative defence under ITTOIA 2005 s.396B.
  6. Valuation evidence preparation. Formal RICS valuations for any s.17 connected-person market-value disposals. Without contemporary independent valuations, HMRC challenges on the market-value figure are routine.

Common property LtdCo exit mistakes

  1. Assuming disincorporation relief still exists. TCGA 1992 s.162B expired 31 March 2018 and has not been renewed. The full unrelieved tax cost applies in 2026/27.
  2. Treating strike-off as tax-free. FA 2012 s.1030A £25,000 cap, phoenix TAAR ITTOIA 2005 s.396B, and bona vacantia all apply.
  3. Missing the £25,000 cap calculation point. Net assets at distribution time, not year-end.
  4. Leaving property in a struck-off company. Bona vacantia trap; assets pass to the Crown; restoration proceedings cost £1,500-£5,000 plus court fees plus months of delay.
  5. Phoenix TAAR retrospective recharacterisation from same-business-restart within 2 years. The 2-year window runs to the day; the rule captures any similar activity.
  6. Missing SDLT on in-specie transfer. FA 2003 Sch 4 plus Sch 4ZA 5% surcharge applies to property transfers from company to shareholder.
  7. Missing CGS clawback on opted-to-tax commercial property. SI 1995/2518 regs 112-116; the 10-year adjustment period catches recent OTT acquisitions.
  8. Missing CAA disposal event 8 on plant, machinery, and integral features. CAA 2001 s.61 deemed disposal at market value; the s.198 election to fix transfer value is NOT available on investment-asset transfers.
  9. Missing s.179 degrouping on intra-group transfers within 6 years pre-exit. The degrouping charge crystallises at the leaving-the-group point unless SSE applies (in which case FA 2011 Sch 10 routes it into share-sale consideration).
  10. Sequencing trade-cessation against MVL appointment incorrectly, creating an income-tax-band-jump in the cessation year. Final-year profits combined with the MVL distribution can push the shareholder's marginal rate higher than necessary.
  11. Treating in-specie as "no cash so no tax". The triple-charge trap (CT + dividend + SDLT) is the most underappreciated route-cost error.

Where this page sits in the cluster