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TonyTax
TonyTax, Tax Consultant
Category: Tax
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Experience:  Inc Tax, CGT, Corp Tax, IHT, VAT.
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Tony, i purchased a commercial unit 7 years ago with my

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Hi Tony, i purchased a commercial unit 7 years ago with my business partners for £150k. Ownership of the unit was passed to a new company and the money invested by us returned in the form of shares. We now realise that we should have created directors loan accounts so that the money lent can be repaid - is there anyway of doing this?
Submitted: 1 year ago.
Category: Tax
Expert:  TonyTax replied 1 year ago.
Hi. When you say "money invested by us", do you mean the movement of the commercial property into the company? What has the company done with the property in the last 7 years?
Customer: replied 1 year ago.

Hi, essentially we bought a commercial unit with our own (tax paid on) money. Then we created a company and the ownership of the property was transferred to the company. In return we received shares equal to the value of what we originally lent. Our accounts for the last 6 years or so have recorded this and the share capital as being £150k. With hindsight we should have created directors loan accounts so that we could eventually have the money originally used to buy the property paid back to us. Are we able to adjust our tax return to reflect a reduced share capital value (nominal £1.00 value) and create a directors loan account as we should have done originally?

Customer: replied 1 year ago.

Hi Tony,

In answer to your question The company has received a rental income from the property

Expert:  TonyTax replied 1 year ago.
Thanks.

When you set the company up, you received shares for the property so there was no immediate Capital Gains Tax liability. Had you sold the property to the company, you could then have treated the sale proceeds owed to you as a loan and taken repayments as and when funds allowed. You cannot do both in relation to the same asset.

I cannot see how you can reverse something that you did seven years ago without arousing the interest of Companies House and HMRC. I'm not sure what either of those bodies could do to be honest and I suppose it depends on what happened to any rental income the company received which is why I asked what the property had been used for. Was it paid out as dividends for example?

I have to say this is probably a question better suited to a company lawyer who may be able to dream up a way or reversing what you did seven years ago, though I cannot see how. Assuming no dividends were paid from rental income, I cannot see any tax consequences of reversing the past and saying you made a mistake but it's not something I'd recommend and Companies House may have something to say.

If you went ahead you'd effectively be saying that your accounts and HMRC and Companies House declarations have been a false representation of the financial position of the company for the last seven years which won't reflect well on the directors.

Given that the property may be worth significantly more than it was seven years ago, a buy back and cancellation of the shares by the company will have tax implications for the company and you as you can read here.

I hope this helps but let me know if you have any further questions.
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