Incorporation of a business

Newsletter issue - January 2015

When a business incorporates and transfers its trade and assets to a company controlled by the seller, the assets must be transferred at open market value for tax purposes. The assets may include "goodwill" which is defined as the business reputation or customer relationships, including the value of continuing contracts.

The transfer of the assets may generate a taxable capital gain in the hands of the seller, as the assets will have appreciated in value during the time they were used or created by the first business.

Capital gains tax will arise on those gains, but there are various tax reliefs that can be used to postpone or reduce any tax payable. One of those reliefs is entrepreneurs' relief, which can reduce the tax payable to only 10%.

The use of entrepreneur' relief has been blocked for gains arising on the transfer of goodwill as part of an incorporation on or after 3 December 2014. Entrepreneurs' relief is still available to reduce tax from gains arising on other transferred assets, but not from the goodwill.

If you are thinking of incorporating your business, we should talk about which assets you want to transfer to the company, and which you want to leave in your own name. Transferring land and buildings will often carry an additional cost of stamp duty land tax. Planning the transaction well in advance is the best way to reduce any tax payable.