“306 Meaning of “notifiable arrangements” and “notifiable proposal” (1) In this Part “notifiable arrangements” means any arrangements which – (a) fall within any description prescribed by the Treasury by regulations, (b) enable, or might be expected to enable, any person to obtain an advantage in relation to any tax that is so prescribed in relation to arrangements of that description, and (c) are such that the main benefit, or one of the main benefits, that might be expected to arise from the arrangements is the obtaining of that advantage. (2) In this Part “notifiable proposal” means a proposal for arrangements which, if entered into, would be notifiable arrangements (whether the proposal relates to a particular person or to any person who make seek to take advantage of it).” (Emphasis added.)
“(a) relief or increased relief from, or repayment or increased repayment of, that tax, or the avoidance or reduction of a charge to that tax or an assessment to that tax or the avoidance of a possible assessment to that tax, (b) the deferral of any payment of tax or the advancement of any repayment of tax, or (c) the avoidance of any obligation to deduct or account for any tax.”
“Description 3: Premium Fee (1) Arrangements are prescribed if they are such that it might reasonably be expected that a promoter or a person connected with a promoter of arrangements that are the same as, or substantially similar to, the arrangements in question, would, but for the requirements of these Regulations, be able to obtain a premium fee from a person experienced in receiving services of the type being provided. But arrangements are not prescribed by this regulation if – (a) no person is a promoter in relation to them; and (b) the tax advantage which may be obtained under the arrangements is intended to be obtained by an individual or a business which is a small or medium-sized enterprise. (2) For the purposes of paragraph (1), and in relation to any arrangements, a “premium fee” is a fee chargeable by virtue of any element of the arrangements (including the way in which they are structured) from which the tax advantage expected to be obtained arises, and which is – (a) to a significant extent attributable to that tax advantage, or (b) to any extent contingent upon the obtaining of that tax advantage as a matter of law.” (a) no person is a promoter in relation to them; and (b) the tax advantage which may be obtained under the arrangements is intended to be obtained by an individual or a business which is a small or medium-sized enterprise. (a) to a significant extent attributable to that tax advantage, or (b) to any extent contingent upon the obtaining of that tax advantage as a matter of law.”
“(1) Subject to regulation 21, arrangements are prescribed if – (a) condition 1 is met, and (b) it would be reasonable to expect an informed observer (having studied the arrangements and having regard to all relevant circumstances) to conclude that – (i) condition 2 is met, and (ii) either condition 3 or condition 4 is met. (2) Condition 1 is that the arrangements include at least one financial product specified in regulation 20(1) (a “specified financial product”). (3) Condition 2 is that the main benefit, or one of the main benefits, of including a specified financial product in the arrangements is to give rise to a tax advantage. … (5) Condition 4 is that the arrangements involve one or more contrived or abnormal steps without which the tax advantage could not be obtained. … [There are provisions specifying that certain steps are not to be treated as being contrived or abnormal but it was common ground they are not in point here]– (a) Paragraph 20 of the Regulations then provides as follows (in so far as is relevant): “(1) The financial products specified in this paragraph are – (a) a loan, (b) a share, … (h) a contract which, whether alone or in combination with one or more other contracts – (i) is in accordance with generally accepted accounting practice required to be treated as a loan, deposit or other financial asset or obligation, or (ii) would be required to be so treated by the person entering into the arrangements were that person a company to which theCompanies Act 2006 applies.” (b) it would be reasonable to expect an informed observer (having studied the arrangements and having regard to all relevant circumstances) to conclude that – (i) condition 2 is met, and (ii) either condition 3 or condition 4 is met. (a) Paragraph 20 of the Regulations then provides as follows (in so far as is relevant): … (h) a contract which, whether alone or in combination with one or more other contracts – (i) is in accordance with generally accepted accounting practice required to be treated as a loan, deposit or other financial asset or obligation, or (ii) would be required to be so treated by the person entering into the arrangements were that person a company to which theCompanies Act 2006 applies.”
“The transferor is not required to transfer business liabilities to the company but often does so. This is normally done in practice by the company giving the transferor an indemnity in respect of those liabilities. In strictness, business liabilities taken over by the company represent additional consideration for the transfer and relief under TCGA92/S162 should be restricted. However, ESC/D32 enables any business liabilities taken over by the company to be ignored when quantifying `other consideration’ in recognition of the fact that the transferor is not receiving cash to meet any tax liabilities on the transfer and that the shares in the company are worth less than if the business had been transferred unfettered by liabilities ESC/D32 Where liabilities are taken over by a company on the transfer of a business to the company, the Revenue are prepared for the purposes of the ‘rollover’ provision in TCGA 1992 s 162, not to treat such liabilities as consideration. If therefore the other conditions of s 162 are satisfied, no capital gain arises on the transfer. Relief under s 162 is not precluded by the fact that some or all of the liabilities of the business are not taken over by the company. The concession applies only to business liabilities. Personal liabilities of the transferor taken over by the company should always be treated as part of the consideration. In particular any tax liability arising from the business transferred is a personal liability.” (Emphasis added.)
“being used as descriptive labels to refer to established professional practices and sequencing of steps considered when advising on the incorporation of property rental businesses. Those labels were intended to provide a shorthand description of approaches drawn from existing professional commentary and HMRC published guidance available at the time.”
“In the OTS’s Call for Evidence, the following question was asked (under the category of “Structural Aspects”: ‘What prompts landlords to incorporate their property rental businesses and to what extent are such decisions motivated by tax or non-tax reasons?’ Commercial drivers to incorporate There were a range of responses to this question. However, most responses - from professional bodies and advisers - indicated that the predominant factors in the decision to incorporate were not purely tax related and instead included: • the desire for limited liability • factors related to debt including both the access to financing and the ring-fencing thereof • the ability to exercise control over when income is drawn down, for example the potential to allow the accumulation and reinvestment of rental profits over time • the desire for flexibility over transfer of ownership of the shares, for example succession planning across generations of a family or over time • the tolerance for the administrative and compliance obligations and costs associated with a company (including Companies House filings, Annual Tax on Enveloped Dwellings (ATED) compliance and increased accountancy fees) Tax drivers to incorporate 3.57 Where the OTS heard that the drivers to incorporate were tax-related, it was clear that these primarily related to the restriction on the deductibility of interest costs for individuals. 3.58 Another factor was the rate of Corporation Tax (currently 19%) which is lower than Income Tax (currently 20%, increasing to 40% or 45% for higher rate and additional rate taxpayers respectively). 3.59 This means that if net profits are retained in the company the effective rate of tax on those profits will be lower than if the property were owned personally. 3.60 If post-tax profits are distributed as dividends however, another ‘layer’ of tax is payable because the individual shareholders will (at 2022-23 rates) pay tax on dividends received at rates of 8.75/33.75/39.35% for basic, higher and additional rate taxpayers respectively. 3.61 The overall effective rate in such cases will depend on the amount of post-tax profits distributed and the Income Tax circumstances, particularly the tax rate band of the shareholder. In practice a small amount of pre-tax profits will be paid as salary. Annex D, example 3C shows the comparison. 3.62 If the shareholders wish to sell the property this could be done in two ways: • the company could sell the property to the purchaser and pay Corporation Tax on any gain made. If the shareholders wish to access the cash in the company this could be paid to them by way of dividend as discussed above, or if appropriate (for example if the property is the only asset and activities have now ceased) by winding up the company and distributing the proceeds as capital - in which case Capital Gains Tax would be payable by the shareholders on any gain made on the capital distribution alternatively the shareholders could sell their shares in the company to the purchaser, in which case Capital Gains Tax at rates up to 20% will be payable by the shareholders on the gain made on the shares 3.63 Therefore, in the same way as where the company pays tax on rental profits and then distributes post-tax profits as dividends there may be two layers of tax to be considered for the sale of a property by the company. Tax disincentives to incorporate 3.64 Perceived benefits of incorporation were offset by other tax factors which are seen to disincentivise incorporation, primarily: • the Stamp Duty Land Tax costs of incorporation which were seen as a major barrier given their certainty and immediacy when compared to the possibility of lower tax costs in the future • the ‘second layer’ of tax: the Income Tax payable on the withdrawal of net profits from the company as dividends, or the potential for two levels of capital gains where a property is sold Conclusion 3.65 This chapter has discussed the general principles and taxpayer perception around corporate ownership. Whilst the number of corporate buy to lets has increased and there has been significant publicity around the perceived benefits of using a company to hold property it seems that at present corporate ownership forms a relatively small proportion of overall residential property ownership. It is important that those considering this route are aware of the overall effect of corporate ownership as the OTS has been told that this is not always fully understood.”
“To facilitate the sharing of best practice within the UK Private Rented Sector”
“section 24 made people rethink their businesses. So before, it was just standard practice because it was so easy to get a buy-to-let mortgage in your personal name. It was the mortgage equivalent of falling off a log. If you had the rental income, you didn't have to have your own income. It was really, really easy, so no one ever questioned it. But when section 24 came along, it made people actually think about what they were doing, why they were doing it, what their strategy was, and they suddenly thought, okay, maybe having it in my sole name isn’t the best way forward. And then you had the Office of Tax Simplification, which described, obviously, the differences between owning your own name and a limited company name, and there's advantages and disadvantages on both sides.”
“The incorporation of a [BTL] property business may involve refinancing the existing mortgages which could possibly prevent HMRC applying ESC D32. If the company does not assume the same liabilities of the transferor, but instead raises finance of its own, which is passed to the transferor to settle its debts related to the properties being transferred, there is considerable risk that HMRC might choose not to apply its concession.”
“To the extent that HMRC’s manuals explain why you might split beneficial ownership, probably yes. They could, of course, refinance, and there would be the reason for not refinancing, and in line with moving the beneficial interest, is cost or hassle. And that’s exactly what [SIS] structure achieves…you’re saying the main reason that they would incorporate using this type of structure seems to be…tax. And I’m saying “no”
“This strategy [SIS] includes a transfer of the beneficial interests in the properties and all other assets to the company. Financing remains in personal names [because it makes] makes commercial sense to refinance into the company name”
“When you wish to raise new finance or remortgage please contact your Property118 consultant, who can introduce you to brokers and conveyancers familiar with the processes. In particular, we remind you of the advice to move all the lending (and thus the legal titles) to the Company as soon as you can, so long as it makes commercial sense to do so. This will be a transfer to the company name and will be a purchase by the company not a remortgage.”
“If there is a substantial capital account in the unincorporated business, the business owner(s) should be advised to draw this down before incorporation, otherwise that capital will be locked into the value of the shares.”
“the share capital will absorb both the capital gain and the positive capital account balance. So all of the money would be locked into shares, which is precisely what Simon’s Taxes is explaining isn’t a good way to deal with the incorporation. In that case, if the owners of the company wish to extract funds from it, they would either have to receive dividends, salary, or possibly it would be a lot more complex: do a share buyback. Or sell shares, of course, to somebody else.”
“Fab Lets started off as a letting agency, with protected client account services, and he wanted to essentially mirror what the bridging financiers had been doing with solicitors, but keep it all within his control, because he was essentially doing unsecured lending. So the easiest way was to show the flow of funds through a regulated letting agency, with the client accounts. So the clients felt happy and comfortable, and so did he.” (6) He accepted, in effect that one of the reasons why Mr Bhattacharya’s lending was priced quite competitively was that the funds were, at all times, in the control of his entity, Fab Lets. He said that prior to Mr Bhattacharya arranging the bridging finance, the control and flow of funds was exactly the same, but just using an independent solicitor, who at that time charged another 1%, or 1.25% fee. So the total fees were getting on for 5%, because the lender was charging more as well. P118 charged the 1% brokerage fee because that is what they have always done. So the control has never been any different. Fab Lets’ role was essentially to hold the money as it went through the various movements. Mr Bhattacharya wanted to show the bank statements in case the arrangements were ever queried; Fab Lets was used for the set up of escrow/client accounts that showed the flow of funds and that it was a legitimate transaction; it actually happened. The idea was that funds would move between different bank accounts, all of which were Fab Lets’ bank accounts, held as client accounts. He said that was perfectly normal for most lending refinancing type transactions; the refinancing money never goes to the borrower but rather is always dealt with through the agent, which typically is the solicitor. (7) He accepted that the example of money movements in the bundle show that the money was circulated within a day through various accounts controlled by Fab Lets, and both the Bridging Lender and Fab Lets were controlled by Mr Bhattacharya. He did not accept that this is very different from the normal way in which bridging finance would be used, on the basis that it the finance would typically be outstanding at least for a period, maybe a month. (8) He was taken to an advice letter from him to a client in which he said: “Paperwork is created by the lawyers to show that “technically” you have loaned the cash raised through the bridging finance to your company ...Cash raised from the bridging finance “technically” remains in your name, albeit held in a solicitors account”
“The outcome of this structure is that you have created a Directors Loan Account. If you were to simply create the Directors Loan Account directly with the company you would pay CGT on the value of the Directors Loan Account created, but using this structure, you would not”
“It’s quite normal for a loan to be borrowed and another loan to be repaid on the same day. It’s the standard in every single refinancing transaction”
“What you can expect from a [P118] Tax Consultation”
“How unfair is that?” the point is made that if the landlord and the hotelier carried on their businesses through limited companies, both would be in exactly the same tax position because section 24 does not apply to companies. Under a heading “If you’re affected by this problem” the guide states: “...the first thought on your mind might well be to move your rental property business to a Limited Company. However, it’s not always that straightforward.”
“It’s just a specific blinkered look at one thing…”
“Also personal ownership has tax consequences that could prove detrimental to your longer term objectives” and in a box states: “Income tax on profits at your marginal rate, likely to be 40% or 45% Capital Gains Tax when properties are sold, likely to be 28% Inheritance tax on capital growth, likely to be 40% Residential finance costs are no longer tax-deductible, i.e. mortgage interest”
“If you invest in residential property in your personal name, the impact of the Section 24 restrictions on finance cost relief is horrendous ...”
“However, contrast this with the following common objectives of most property investors: To make better provisions for an increased retirement income To create a legacy for loved ones To minimise the impact of Inheritance Tax on the future capital growth of your property investments To be able to control the value of your personal estate which will eventually be subjected to Inheritance Tax, without giving up any rights to income or control of your property rental business”
“In a perfect world, you would simply be able to transfer your existing properties into a Smart Property Company structure without having to worry about any tax implications….real life is never that simple”, and identifies two potential problems: “Incorporation might result in you having to pay [CGT] ... Also, your company might have to pay [SDLT].”
“The ability to offset 100% of finance costs against rental income as a business expense (private residential landlords can no longer do this) The ability to retain profits to repay debt or for further investment at the corporation tax rate (currently 19%). Washing capital gains out of properties into shares, thus enabling you to sell properties to repay debt or reinvest without having to pay Capital Gains Tax on all capital appreciation to date. Opportunities for Inheritance Tax and bloodline legacy planning by transferring future capital appreciation to the next generation using a ‘Smart’ Property Company structure.”
“if I make£100,000 pounds worth of profits as a sole owner, I’m taxed at my marginal rate, which is much higher than the corporation tax rate. If I’m in a company, then I can grow the company faster for that very reason as long as I don’t want to take the money out as well. So I’ve got more money to reinvest into the business. So I guess that is commercial.”
“Arguably, one of the best reasons to consider incorporation is that [IR] can “wash out” some or all of the capital gains to date, by rolling capital gains into the shares of your company”
“Capital Account Restructuring for optimal tax efficiency” and includes the following: “Capital Account Restructuring can completely change the dynamics of your business post incorporation, because it allows you to take available cash out of the business without incurring income tax.” “The outcome of this restructure is that the company will owe you money in the form of a Directors Loan”. “When the company accumulates cash, it can begin to repay Directors Loans to you. Such repayments do not attract personal taxation.” (Emphasis added.)
“Arguably, one of the best reasons to consider incorporation is that [IR] can “wash out” some or all of your gains to date.”
“Clients would have come to us and said “I’m thinking of incorporating” for a number of reasons. I could show you a hundred other reports that don’t talk about finances, because that’s not the client’s concern. They haven’t got any…But they will still be talking about incorporation. You just happen to have picked two or three that have got that where we have talked about, and answered the client’s questions, about the tax position vis a vis mortgaging.”
“Is there an opportunity to create a Directors Loan Account? He had set out details of the Bridging Loan element and stated: “In your particular case there is, and this might just be the most exciting element of this report and recommendations” and: “…..from the spreadsheets that your outstanding finance is currently£330,250 less than your base costs. This means that you have more equity in your portfolio than you would need to exchange for shares to wash out capital gains. This is money that you have personally invested into the business from funds which have already be taxed,or has resulted from paying down finance from taxed money. You are perfectly entitled to withdraw this money from the business before you incorporate without further tax consequences. If you leave it in the business then you would pay tax on it again to withdraw it, which makes no sense at all. If you don’t have that amount of cash in the business you are perfectly entitled to borrow it. The benefit of our recommended structure is that after incorporation the company would owe you£330,250 and can pay this money to you from its post corporation tax profits without you incurring any further personal taxation….The Director’s Loan Account structure above is entirely optional but ... but the benefit to you is extremely significant because it means that the first [£330,250 ] of money you withdraw from the company can be completely free of any further personal taxation. This is not tax avoidance.”
“the ability to get your own money back out of your own company is obviously very important to anybody if they’re lending money to their own company…You’re perfectly within your rights to borrow funds to withdraw your own capital, and you're also perfectly within your own rights to lend your own money to your own limited company and draw it back out when the company can pay you back. You seem to be presenting it to me that this is some contrived engineered tax advantage. I don’t see it that way.”
“I’m doing my research and coming around to the idea that transferring our BTL properties into a LTD company would be very sensible…I can see that [CAR] using a bridging loan potentially means we may never have to pay high rate income tax again.”
“Due to having no mortgages at all he was completely unaffected by the Section 24 restrictions on finance cost relief.”
“The incorporation structure we recommended enabled him to transfer the entire£8 million of capital gains in his properties into shares in the company he incorporated into, meaning no Capital Gains Tax fell due ..This enabled his company to sell several of the London properties and to reinvest elsewhere without having to pay the 28 per cent CGT which would have fallen due previously.”
“They are advantages, but they’re not notifiable because they are simply what the legislation and the manuals and the guidance is specifically designed to allow…this is another article that specifically looks at tax outcomes. As I have already said, there are many articles on our website that look at incorporation from several different angles.”
“The cost of this short-term private financing is 2% of the loan amount, ie£20,000 in this example”
“Not necessarily, because that loan may never get repaid…To an extent, but I think the tax has already been paid on that money in the first place. It was a positive capital account balance that would have already been taxed. So to draw it out, lend it back to your own company and to draw it back out again, all that you’ve essentially saved is paying tax twice, because you’ve already paid it once. Why would you pay it again a different way?”
“The Pros & Cons of Landlord Incorporation” and identifies two benefits: (a) that companies are exempt from restrictions on finance cost relief, and (b) “This entire capital gain can be “washed out” at the point of incorporation”
“They want to sell mortgages…we want to explain to clients that doing that could have been treated as consideration and taxed”. (b) The guide states “If your lender is oblivious to the transfer, its security and its rights remain unchanged (so DO NOT alert them)”
“The Law of Property Act 1925 makes it very clear that the lender’s security isn’t altered, but if you ask for a lender’s consent to do something…They’ve got to jump through lots of hoops to be able to give that consent, or to decline that consent. We’re not changing the lender’s security in any way, shape or form. So therefore it makes sense, just simply don’t ask the question.” (c) It was put to him that this indicates that if a lender became aware of someone who had implemented the arrangements without seeking consent, there is a real risk that the relationship between the borrower and the lender would be jeopardised. He said that, as he considers Mr Rose’s evidence shows (see Part F), in well over a hundred cases, where after incorporation the lender was told that the User wanted to reunite the legal ownership with the beneficial ownership, the lender did not have a problem with it. In his view it is only since Mr Dan Neidle started publishing articles suggesting that this is a major problem, that that has changed. He added that lenders, particularly Paragon Mortgages, were actually targeting to say they would help Users reunite legal and beneficial ownership, and they offered special deals to make it commercially viable. That has changed completely since Mr Neidle published his articles, and HMRC served the SRNs. (d) It was put to him that he had no basis for thinking that, leaving aside Paragon Mortgages, lenders were positively content with these arrangements. He said he had a basis and noted that his background is in commercial finance and he is very well connected in the commercial finance industry. He asked the question of lenders many times, and they would say: “if you ask for consent on this, we’re going to have to jump through a million hoops in terms of securitisation, the legals, and so on and so forth. As long as it’s not affecting our security, just don’t ask us.”
“you’ve looked at this through a very tight lens. You’ve chosen clients where I’ve answered a specific set of questions regarding tax. And you’ve looked at presentations where I’ve specifically spoken about tax. But the consultation generally is about way more than tax.”
“There are several other commercial reasons to consider buying in a Limited Company, one of which is to ring fence your business liabilities away from your personal wealth. The legislation that landlords must comply with continues to intensify, as do the consequences of making mistakes. Furthermore, litigation is on an upwards trajectory.”
“Over the past decade, since the introduction of Section 24 restrictions on finance cost relief, the trend in Buy-to-Let mortgage arrangements has shifted significantly. Limited Companies are now the preferred vehicle for Buy-to-Let mortgages, while the number of mortgage application in individual names has declined. This shift is primarily driven by two key developments in lending criteria that favour corporate borrowers: • Affordability - To illustrate this, we have provided examples…. • Maximum Borrower Age - Lenders often permit a higher age limit for Directors or Shareholders of corporate borrowers, allowing for extended terms that are less accessible to individual landlords.” • Affordability - To illustrate this, we have provided examples…. • Maximum Borrower Age - Lenders often permit a higher age limit for Directors or Shareholders of corporate borrowers, allowing for extended terms that are less accessible to individual landlords.”
“Avoiding the need to refinance” states that there is no effect on the mortgage lenders’ security if this path [SIS] is followed,…Mortgage lender consent is not required”
“Check AML/KYC information. Read the consultant’s report and recommendations. Watch and note video-recorded interviews. Consider if any questions or need for clarity arose out of the video and go back to P118 for further instructions from either P118 or the client Consider additional notes from the consultant on the referral. Consider the nature of the legal and beneficial ownership of the property assets and consider mortgage terms and conditions, where necessary. Regarding this we did not routinely consider mortgage conditions in respect of each mortgage in relation to each case. There were known lenders which explicitly excluded the transfer of the beneficial interest and we would be aware of these and would advise accordingly. Consider the terms of any title or leasehold issues raised. Decide on advice to be given on whether the clients were carrying on a business and whether there was a partnership based on the above and refer back to consultant for further information or instructions as needed. Prepare and issue terms of engagement. Form company with bespoke articles of association and ensure the client has online access to Companies House and HMRC, or Check that the client’s existing company is fit for purpose, with SIC code, share structure, articles of association. Prepare suite of transactional documents, board minutes and new Articles of Association for existing companies. Send to client in draft with advisory note. File share issue at Companies House on completion of the SIS. Advise client accordingly.”
“Please do let me know if there are any further questions ... I will write further when the matter completes”, (b) the clients would then sign and date the draft documents sent to them and confirm if they were happy with them. She wanted them to be satisfied that she had got the right properties and parties, because it could be complicated such as where adult children were involved in some way but may not be mortgage holders which meant that they could not be agents for NewCo. Once she/CB received the signed documents and the clients confirmed they were happy with everything, they would then apply to Companies House to issue the shares in the Companies House records, and that was “completion”
“it’s a natural succession of a business that anyone would want to be passed down the generations”
“Another relatively common piece of planning carried out concerning property business incorporations is to transfer the beneficial ownership of the properties into the company, while the transferor(s) retain the legal title… This is not intended as a tax play, [but] rather to avoid having to refinance properties through the transfer of legal ownership.” (Emphasis added.)
“..is a prepared product that requires little, if any, modification to suit their circumstances. To adopt it would not require them to receive significant additional professional advice or services”. (Emphasis added.) In this case “additional professional advice and services” are needed before SIS can be adopted. It is not simply a matter of adding personal details to a template. Advice on a range of matters is required, as set out in the evidence. The statement at 5.5.5 of the DOTAS Guidance that: “This test is intended to limit disclosure under this hallmark to those arrangements that are offered by the promoter as a finished ‘product’, rather than a package of proposed arrangements and additional services”. (Emphasis added.) CBL does not offer SIS as a finished product. SIS is only proposed after significant additional services are provided. (2) The statement at 5.5.10 that: “Packaged solutions Accountants, suppliers and other promoters of tax arrangements often maintain a ‘solutions register’ that enables them to offer the same or similar solution to more than one client. The ‘solution’ will often require transactions of a specific nature to be carried out, possibly in a pre-ordained sequence, such as clauses to be inserted into contracts. It will be a matter of scale and degree as to whether schemes on these registers fall within this hallmark. In general, we would not expect such schemes to be caught where, before they can be implemented, the relevant transactions or documentation require significant tailoring to suit the client’s circumstances, or there are other circumstances where the input from a professional goes substantially beyond rudimentary oversight and checking.” (Emphasis added.)
“[62] ... the form of each ... document was such that the only differences between the version of one of those documents which was used for one participant and the version of the same document which was used for another participant were those that were required to take into account the unique personal details of each participant and were not material...”
“….on its natural meaning as used in the overall context of regulation 10, the term standardised documentation refers to documentation provided by a person to clients in circumstances where the clients usually are not permitted or required to make material changes of substance to the terms. From the evidence set out above, that appears to be the case here.”
“My aim was, and still is, for our business really, how I can grow it and how I can minimise taxes, and then re-invest within the business…Grow it or, since the rental market is becoming very, very competitive now, to upgrade the current properties.”
“We intended to extract most, if not all of the profit each year from the company by way of taxable income”