Property 118 Limited & Anor v The Commissioners for HMRC [2026] UKFTT 1111 (TC)

[2026] UKFTT 01111 (TC)Case No TC 09971
FIRST-TIER TRIBUNAL
TAX CHAMBER
Hearing Heard on: 2 to 6 and 9 to 13 February 2026Date Judgment date: 31 July 2026
Appeal reference: TC/2024/01972/01973/01776/01777
DISCLOURE OF TAX AVOIDANCE SCHEMES - appeals against HMRC’s allocation of “scheme reference numbers” under s 311 of the Finance Act 2004 - appeals allowed and the scheme reference numbers cancelled
TRIBUNAL JUDGE HARRIET MORGANTRIBUNAL MEMBER JANE SHILLAKERPROPERTY 118 LIMITEDAppellantCOTSWOLD BARRISTERS LIMITEDAppellantTHE COMMISSIONERS FOR HIS MAJESTY’S REVENUE AND CUSTOMSRespondentMr Barrie Akin, of counsel, for Property 118 Limited (“P118”) and Mr Mark Smith of counsel, for Cotswold Barristers Limited (“CBL”) for AppellantsMr Edward Waldegrave, of counsel, instructed by the General Counsel and Solicitor to HM Revenue and Customs (“HMRC”) for RespondentsDECISION

Part A - Overview

[1]P118 and CBL appealed against HMRC’s allocation to them (notified on 9 February 2024) of “scheme reference numbers” (“SRNs”) under s 311 of the Finance Act 2004 (“FA 2004”) in respect of two sets of arrangements referred to as(1) the substantial incorporation structure (“SIS”), and(2) the capital account restructure (“CAR”). Both SIS and CAR effect the incorporation of property investment businesses which were usually operated in a partnership often between husband and wife. We refer to SIS and CAR together as “the arrangements”.[2]Section 311 FA 2004 forms part of the rules concerning the “disclosure of tax avoidance schemes” (“the DOTAS Rules”). The DOTAS Rules constitute a form of self-assessment regime, under which “promoters” are primarily responsible for identifying “notifiable arrangements” (for the purposes of Part 7 FA 2004), and notifying HMRC of them (see s 308 FA 2004). Broadly, the purpose behind the DOTAS Rules is to enable HMRC to take action to protect the public revenue where necessary on becoming aware of “notifiable arrangements”, and to make taxpayers aware that HMRC may have concerns about the relevant arrangements.[3]In HMRC’s view, the appellants, as suspected “promoters” of the arrangements, have not complied with their obligations under the DOTAS Rules to notify the arrangements to HMRC, such that HMRC used its power to allocate SRNs to them under ss 310 and 311 FA 2004. The appellants have appealed to the tribunal against the allocation of the SRNs, as permitted under s 311 FA 2004, on the basis that neither SIS nor CAR are “notifiable arrangements”, such that(1) no SRNs ought to have been issued, and(2) the tribunal ought, in accordance with s 311B(7) FA 2004, to cancel HMRC’s decision to allocate both SRNs.[4]The dispute, therefore, is whether the arrangements are “notifiable arrangements” for the purposes of the DOTAS Rules. Overview – dispute over whether there are “notifiable arrangements”[5]Section 306 FA 2004 defines “notifiable arrangements” as follows:
“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) 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.[6]The prescribed regulations made for the purposes of s 306(1)(a) FA 2004 are the Tax Avoidance Schemes (Prescribed Descriptions of Arrangements) Regulations 2006 (“the Regulations”). All references in this decision(1) to any “para” or “paras” or any “description” are to a paragraph or paragraphs or a description in the Regulations, and(2) to any section or sub-section are to sections or sub-sections in FA 2004, in each case, unless it is expressly stated to the contrary.[7]In summary:(1) HMRC contends that for the purposes of s 306(1)(a) (a) SIS and CAR fall within description 5, which concerns “standardised tax products” and, (b) in addition, CAR falls within description 3, which concerns arrangements for which a “premium fee” could be charged, and/or description 9, which concerns arrangements involving certain “financial products”. The appellants’ position is that neither SIS nor CAR falls within any of these descriptions.(2) The parties are agreed that the requirement in s 306(1)(b) is met in in relation to both SIS and CAR although their views differ on the precise nature of the relevant advantages in relation to tax. That difference in opinion feeds into the stance the parties take in relation to s 306(1)(c).(3) CBL accepts that the requirement in s 306(1)(c) is satisfied in relation to both SIS and CAR. P118 dispute that this is satisfied in relation to both sets of arrangements.[8]Various relevant terms used in s 306 are defined in s 318(1) as follows:(1) The term “arrangements” includes “any scheme, transaction or series of transactions”. It is common ground that SIS and CAR constitute such “arrangements” and that because the arrangements have in fact been entered into, there is no need for the tribunal to consider whether they constitute “notifiable proposals”.(2) “Tax” includes income tax, capital gains tax (“CGT”) and corporation tax.(3) The term “advantage” in relation to any tax means:
“(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.”
[9]For the purposes of s 306(1)(b)(1) income tax, corporation tax and CGT are prescribed in relation to arrangements falling within descriptions 3, 5 and 9 (see para 5(1)(a)), and inheritance tax is prescribed for description 3 only (see para 5(1)(b)), (2) national insurance contributions (“NICs”) are also prescribed in relation to all three descriptions under para 25(3) of the National Insurance Contributions (Application of Part 7 of the Finance Act 2004) Regulations 2012. Description 5[10]Description 5 is defined in para 10 as follows: “Description 5: standardised tax products(1) Subject to regulation 11, arrangements are prescribed if a promoter makes the arrangements available for implementation by more than one person and the conditions in paragraph (2) are met.(2) The conditions are that an informed observer (having studied the arrangements and having regard to all relevant circumstances) could reasonably be expected to conclude that – (a) the arrangements have standardised, or substantially standardised, documentation – (i) the purpose of which is to enable a person to implement the arrangements; (ii) the form of which is determined by the promoter; and (iii) the substance of which does not need to be tailored, to any material extent, to enable a person to implement the arrangements; (b) a person implementing the arrangements must enter into a specific transaction or series of specific transactions; (c) the transaction or series of transactions is standardised, or substantially standardised, in form; and (d) either the main purpose of the arrangements is to enable a person to obtain a tax advantage or the arrangements would be unlikely to be entered into but for the expectation of obtaining a tax advantage.” (a) the arrangements have standardised, or substantially standardised, documentation – (i) the purpose of which is to enable a person to implement the arrangements; (ii) the form of which is determined by the promoter; and (iii) the substance of which does not need to be tailored, to any material extent, to enable a person to implement the arrangements;[11]Paragraph 11 of the Regulations excludes from the scope of description 5 certain specific types of arrangement (such as arrangements consisting “solely of one or more plant or machinery leases”) which, it is common ground, are not in point.[12]For the purposes of the above provisions (and of descriptions 3 and 9) a “promoter” is defined in s 307 FA 2004. In broad terms, a person is a promoter in relation to “notifiable arrangements” if, in the course of a business which involves the provision of “services relating to taxation”, he is to any extent responsible for(a) the design of arrangements; or(b) the organisation or management of the arrangements.[13]P118 accepts that the first requirement of para 10(1) is met and, subject to the points made below, both appellants accept that those of para 10(2)(a)(i) are met. CBL disputes that it is a “promoter” as regards CAR. However, it is sufficient for the purposes of para 10(1) that there is a promoter in relation to CAR who makes CAR available for implementation by more than one person. This is clearly the case because, as is undisputed, P118 was a promoter in relation to CAR.[14]As regards the remaining requirements of para 10(2):(1) Both appellants dispute that “an informed observer (having studied the arrangements and having regard to all relevant circumstances)” (“the informed observer”) could reasonably be expected to conclude that the (a) “the arrangements have standardised or substantially standardised documents” (for the purposes of the opening words of para 10(2)), and/or (b) that the related requirements in para 10(2)(a)(iii)), and para 10(2)(c) are met. The parties made very similar submissions in respect of each of these requirements. We refer to them together as “the standardised tests” and have dealt with them together in Part C.(2) Both appellants accept that the test in para 10(2)(a)(ii) is met as regards SIS. P118 disputes that this requirement is satisfied in relation to CAR.(3) P118 disputes that the test in 10(2)(b) is met in relation to SIS.

(d) Description 3

[15]Description 3 is defined as follows:
“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.”
[16]The appellants dispute that a promoter would be able to obtain a premium fee under CAR. CBL disputes that it is a promoter in relation to CAR. However, this hallmark plainly applies (subject to the satisfaction of the other conditions) if there is any promoter and P118 accepts it is promoter of CAR. Hence, we have not considered whether CBL was also a promoter or not. Description 9[17]Description 9 is defined in para 19 as follows (in so far as is relevant):
“(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 the Companies 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 the Companies Act 2006 applies.”
[18]It was common ground that CAR includes a financial product specified in para 20 and that para 21 which excepts certain arrangements from being prescribed under para 19 is not in point. Both appellants dispute that condition 4 is satisfied. SIS and CAR[19]Both sets of arrangements are typically implemented by two persons (“Users”) (often a married couple) who, prior to implementation, in the appellants’ view were carrying on a property letting business in partnership. The arrangements would generally be unattractive for implementation by a User who carries on a property letting business alone because the transfer of the relevant properties on incorporation would be likely to give rise to a substantial stamp duty land tax (“SDLT”) liability under s 53 Finance Act 2003 (“FA 2003”). Where a letting business carried on by a partnership is incorporated relief may be available from the SDLT charge which would otherwise arise under rules relating to partnerships in schedule 15 FA 2003.[20]It was common ground that the “arrangements” which comprise SIS, in respect of which HMRC have issued SRNs to P118 and CBL, comprise those effected under the following four documents (“SIS documents”), all of which are executed on the same day:(1) A “Sale and Purchase of Partnership Agreement” (“the SPA”): The parties to the SPA are the Users, who the appellants view as carrying on a letting business in partnership and a new company (“NewCo”). Under the SPA, the Users agree to sell the letting business (together with “the Assets and Liabilities”) to NewCo in consideration for shares in NewCo as set out in schedule 1 to the SPA. Schedule 2 of the SPA lists the relevant “Properties” (including their values), and Schedule 3 sets out the “Debt” associated with the “Properties”, typically, existing mortgages taken out in the name of the relevant Users which would be secured on the relevant Property.(2) A “Declaration of Trust”: Under this (a) the Users declare that they hold the Properties on trust for NewCo, and (b) NewCo indemnifies the Users in respect of amounts (including interest) due to the relevant “Lender(s)” in relation to “Debt”.(3) An “Agency Agreement” entered into by the Users and NewCo. Under this, the Users are appointed as NewCo’s “agents” for the purposes of (a) receiving rent and other income from the “Properties”; and (b) paying expenses relating to the “Properties” (including amounts such as interest due in relation to the “Debt”).(4) A “Property Sale Contract” entered into by the Users and NewCo. Under this, the Users agree to sell the Properties to NewCo in consideration for (a) the issue of shares in NewCo; and (b) the assumption of the “Debt” by NewCo. The entirety of this consideration is stated to have been paid by way of deposit. The completion date for the Property Sale Contract (in relation to any particular “Property”) is stated to be 28 days after NewCo gives notice.[21]It was also common ground that the “arrangements” which comprise CAR, in respect of which HMRC have issued SRNs to P118 and CBL, comprise those effected under the SIS documents, together with those effected under a “Facility Agreement” (“the Facility Agreement”) and related arrangements as set out below (together with the SIS documents, “the CAR documents”):(1) The Facility Agreement is typically executed at or about the same time as the other CAR documents. The parties to the Facility Agreement are the Users, NewCo, and a third-party lender (“the Bridging Lender”).(2) Under the Facility Agreement, the Bridging Lender agrees to lend a sum (“the Bridging Loan”) to the Users, and it is agreed that the Users and NewCo are liable to repay the Bridging Loan on the same day that it is drawn down. A fee (“the Bridging Fee”) of 1% of the Bridging Loan is payable to the Bridging Lender, and P118 also receives a 1% “brokerage” fee.(3) The Users make a loan of a sum corresponding to the Bridging Loan to NewCo (“the NewCo Loan”) which is credited to the Users’ loan account with NewCo. NewCo uses the NewCo Loan to repay the Bridging Loan.(4) The effect of the additional elements involved in CAR (beyond those also involved SIS) is that the Users borrow from the Bridging Lender and lend the same amount to NewCo which “repays” the Bridging Lender. The result is that that NewCo is left owing the NewCo Loan to the Users. This enables the Users to extract funds from NewCo (up to the amount of the NewCo Loan) by way of loan “repayments”, without income tax or NIC liabilities arising. We refer to the arrangements set out above as “the Bridging Loan element”.[22]It was common ground that Users of SIS and CAR may benefit from the following tax effects:(1) Users are able to avoid the effects of s 24 of the Finance (No. 2) Act 2015 (“section 24”) which may otherwise apply to them if they carried on a property rental business in their own names or in partnership: (a) Section 24 restricts the deductibility of finance costs relating to residential letting activities for the purposes of income tax but not corporation tax. The provisions were introduced over four years, beginning with 2017/2018 and took full effect in 2020/2021. (b) Following the full implementation of section 24, no deduction is allowed for income tax purposes for “costs of a dwelling-related loan” (by virtue of s 272A(4) Income Tax (Trading and Other Income) Act 2005 (“ITTOIA”) (which was enacted by section 24)). The term “costs of a dwelling-related loan”, is defined in s 272B ITTOIA. Instead, a basic rate tax credit is available (by virtue of ss 274A and 274AA ITTOIA). (c) The restrictions introduced by section 24 do not, however, apply for the purposes of corporation tax. Hence, they do not affect companies which operate property letting businesses.(2) Following implementation of SIS or CAR, the profits of the relevant letting business are taxed at corporation tax rates, rather than at income tax rates. The highest rate of corporation tax is currently 25%, while the highest rate of income tax is 45%. Therefore, incorporation allows profits which are taxable only at the lower corporation tax rate to be retained within NewCo for use in its business and to be extracted by the Users as and when they choose to do so, usually as taxable remuneration for services as directors or dividends. We refer to this as “the tax rate benefit”.(3) Users may be able to obtain “incorporation relief” (“IR”) under s 162 Taxation of Chargeable Gains Act 1992 (“TCGA”): (a) On incorporation, in the absence of IR, a User may realise a capital gain or gains as he is regarded as disposing of the properties comprised in his business for their market value at the time of incorporation (as he is connected with NewCo). (b) Broadly, IR applies where a person who is not a company transfers to a company a business as a going concern, together with the whole assets of the business, or together with the whole of those assets other than cash, and the business is so transferred wholly or partly in exchange for shares issued by the company to the person transferring the business: If the consideration for which the business is transferred comprises consideration other than shares in whole or in part IR is unavailable or restricted. (c) Where IR is available in full the transfer of property to NewCo on incorporation does not trigger any CGT charge for the User on any increase in value in the property from the time when the User acquired it to the date of incorporation (“the accrued gain”). We refer to this relief as “IR on incorporation”. (d) The accrued gain is, in effect, “rolled over” into the shares in NewCo issued to the Users on incorporation and would be realised only when they dispose of those shares for capital gains purposes (such as if they sell the shares). Broadly, for capital gains purposes, any gain otherwise arising on incorporation is deducted from the User’s base cost in the shares in NewCo. (e) A related effect of this tax treatment is that NewCo can dispose of the property whether immediately after acquisition or at a later date without any charge to corporation tax on a sum equal to the accrued gain. That is because NewCo is deemed to have acquired the property for a sum equal to its market value at the date of incorporation for capital gains purposes (as it is connected with the Users). We refer to this as “the accrued gain benefit” or as “washing out” gains which is how it is referred to in much of the marketing material relating to these arrangements.(4) Users using the Bridging Loan element can withdraw funds from NewCo as repayments of the NewCo Loan without any tax arising on such sums as they would if such sums were taken as remuneration or dividends. We refer to this as “the CAR tax benefit”.[23]We note that, as explained in further detail in Part C, a key part of the dispute relates to the purpose of SIS and CAR in providing for only the transfer of beneficial ownership of the relevant properties to NewCo:(1) It was common ground that the incorporation of a property letting business where the beneficial and legal interest in the properties is transferred to NewCo may require the co-operation of any lender who has provided finance to the Users, which is secured on the relevant property (“existing debt”): (a) the lender’s consent may be required to the transfer of the relevant properties, and/or to any novation of any such existing debt, to NewCo, or (b) the Users may have to repay the existing debt before the transfer, in which case NewCo may have to secure new borrowing (and bridging finance may be required in the interim).(2) If the Users’ existing debt was “refinanced” by NewCo taking out a loan to pay cash to the Users to enable them to repay their existing finance (“a refinancing”), there was at the relevant time a concern that IR could be restricted or unavailable in full due to the conditions for it to apply. HMRC have issued an extra statutory concession, ESC D32, relating to IR which they explain in their Capital Gains Manual at CG5745 (“CG5745”) as follows:
“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.)
ESC/D32 The concern is that a refinancing does not fall within the terms of ESC D32 as explained by HMRC. Under a freedom of information request, the appellants had obtained information from HMRC that they propose to clarify that they consider that a refinancing does not fall within ESC D32 in an updated version of CG5745. At the time of the hearing this had not yet been published. Correspondence was produced between the Chartered Institute of Tax (“CIOT”) and HMRC which shows that there has been professional concern surrounding this issue. This is referred to in the questioning of Mr Edwards of HMRC (see Part B). (3) The appellants accept that (a) the arrangements avoid the need for a refinancing and to involve lenders in any way in the transactions on the basis that (i) the arrangements do not involve any transfer of the legal title of the Properties to NewCo (at least while the existing debt remains in place), and (ii) the User remains liable for payments in respect of the existing debt as far as the relevant Lender is concerned, and (b) that ensures, on their analysis, that full IR is available within the terms of s 162 TCGA and ESC D32. It is a central part of their case, however, that the evidence shows, so they submit, that in many cases the desire to avoid a refinancing was driven by commercial, non-tax driven factors such as the Users’ desire to maintain existing favourable financing terms and to be able to refinance in NewCo at a time of their choice. (4) It is also important to note that using the Bridging Loan element enables Users to retain the ability after incorporation to access capital of their unincorporated business without attracting tax on sums withdrawn and without, on the appellants’ analysis, any reduction in IR available to them. It is plain from the terms of s 162 and ESC D32 that if, for example, the owner of an unincorporated business was to obtain a director’s loan account on incorporation of a sum equal to any such capital, that would reduce the IR on incorporation. NewCo would be regarded as providing cash consideration equal to the amount of the director’s loan. The User would be subject to an immediate charge to CGT on a proportion of the accrued gain attributable to the cash consideration and the rolled-over portion of the accrued gain would be correspondingly reduced. We note that such a structure would achieve the same result for Users as CAR achieves in that they could receive sums equal to the capital as tax free repayments of the director’s loan. We refer to this tax consequence as “the CAR IR benefit”. (5) HMRC’s case is that the objective of avoiding any need to refinance existing debt (or to obtain the lender consent) for the non-tax related reasons given is secondary. In their view the fundamental, main purpose of the arrangements is to obtain all of the tax benefits referred to above. But obtaining those tax benefits in a conventional way could give rise to difficulties in relation to existing debt, and the arrangements include features which are designed to circumvent these difficulties. Right of HMRC to allocate SRN and appeal rights

ESC/D32

[24]It was common ground that HMRC have validly issued the SRNs under the procedure set out in ss 310D and 311 FA 2004 which, so far as relevant, provide as follows:(1) The circumstances where s 310D applies include where (a) HMRC have become aware that: (i) a transaction forming part of arrangements has been entered into, or (ii) a firm approach has been made to a person in relation to a proposal for arrangements, with a view to making the proposal available for implementation (sub-s (1)(a)) and (b) HMRC have reasonable grounds for suspecting that the arrangements are notifiable (sub-s(1)(b).(2) Within prescribed time limits HMRC “may issue a notice to a person explaining that, unless the person is able to satisfy HMRC, before the end of the notice period, that the arrangements are not notifiable…HMRC may allocate a reference number to the arrangements…” (s 310D(2) and (3)).(3) A notice under s 310D must be issued to any person who, on the day the notice is issued, HMRC reasonably suspect to be a promoter in relation to the arrangements and may be issued to any other person who HMRC reasonably suspect to be involved in the supply of the arrangements (s 310D(4) and (5)).(4) Section 311 provides that, within specified time limits, HMRC may allocate a reference number to arrangements where (a) a notice in relation to the arrangements has been issued in accordance with section 310D, (b) the notice period has expired, and (c) the person to whom the notice was given has failed to satisfy HMRC, before the expiry of the notice period, that the arrangements are not notifiable (sub-s (3)(5) and (6)). The notice period is (a) the period of 30 days beginning with the day on which the notice under section 310D is issued, or (b) such longer period as HMRC may direct (sub-s(4)).(5) Where an SRN is allocated under the provisions set out above HMRC “must notify any person who it reasonably suspects to be a promoter in relation to the arrangements”, and “any other person who HMRC reasonably suspect to be, or to have been, involved in the supply of the arrangements” (under s 311A).[25]Where HMRC have allocated a reference number to arrangements in a case within s 311(3), a person who has been notified of the reference number may appeal to the tribunal against its allocation (s 311B(1) and (2)). The appeal may be brought only on specified grounds which include “that the arrangements are not in fact notifiable arrangements”(s 311B(3)(c). The appellants have made the appeal on that basis within the prescribed time limits. On an appeal made under this provision, “the tribunal may affirm or cancel HMRC’s decision” (s 311B(7)) and: “If the tribunal cancel HMRC’s decision, HMRC must withdraw the reference number…” (s 311B(8)).[26]On an appeal against the allocation of an SRN, the appellant bears the burden of proof: see Greenwich Contracts Limited v HMRC [2023] UKFTT 874 (TC); [2024] SFTD 537 at paragraphs [19] to [29] and Hive Umbrella Limited v HMRC [2025] UKFTT 457 (TC) at [69]. The standard of proof is the usual civil standard: see Greenwich Contracts at [19]. Summary of conclusions[27]On the basis of the evidence in Parts B and Part F (as contained in the Appendix), we have decided that neither SIS nor CAR are “notifiable arrangements” as(1) for the reasons set out in Part C, neither SIS nor CAR falls within description 5,(2) for the reasons set out in Part D, CAR does not fall within description 3, and(3) for the reasons set out in Part E, CAR does not fall within description 9. Part B – Evidence and facts[28]We received witness evidence from:(1) The appellants’ witnesses, Mr Mark Alexander, Mr Caravello, Mr Hill, Mr Neil Patterson and Dr Helmi, who attended the hearing and were cross examined. Mr Alexander and Mr Caravello, as persons with an interest in the outcome of these proceedings, had a tendency to argue P118’s case but not to the extent that it casts doubt on their honesty and credibility. We also found Mr Patterson, Mr Hall and Dr Helmi to be honest and credible.(2) The appellants’ witnesses who are either Users of SIS and CAR and/or advisers who advised Users in relation to the arrangements (“the individual witnesses”), whose evidence is set out in Part F (in the Appendix). They attended the hearing and were cross-examined.(3) HMRC’s witnesses, Mr Iain Edwards and Ms Donna Fracchiolla, who also attended the hearing and were cross-examined. We found them to be honest and credible but, as set out below, much of their evidence is of no or only limited relevance.[29]The individual witnesses’ evidence is mostly of relevance to the “main purpose” test as they explained their reasons for incorporation using SIS and CAR. As set out in Part F, HMRC submitted that the individual witnesses’ evidence is unreliable for a number of reasons, and the appellants disputed that. At the hearing considerable time was spent on cross-examining these many witnesses on how they came to give evidence, how their witness statements were produced and on the substance of their witness statements. In light of that and of the controversy surrounding their evidence, we have set out the issues on reliability of their evidence and full details of the substance of their evidence in Part F in a separate Appendix and have set out a summary of their evidence as relevant to our decision in Parts C, D and E. In summary, overall, whilst mindful of the issues HMRC have raised, we consider that these witnesses were honest and credible and we have carefully assessed their evidence individually and collectively as tested against the other evidence in the usual way.[30]Mr Edwards is the officer of HMRC who made the decision to issue the SRNs. He set out in some detail in his witness statement details of SIS and CAR and why he made the decision. Whilst this provides background information, it is not the tribunal’s task in these appeal process to review how and why Mr Edwards arrived at his decision. The tribunal’s task is to determine on the basis of the evidence presented and, having regard to both parties’ submissions, whether the arrangements constitute “notifiable arrangements”.[31]Mrs Fracchiolla took over as the “Intervention Lead of the Counter Avoidance Directorate” from Mr Edwards on 29 August 2024. Her role in respect of the allocation of the SRNs is to progress the litigation. As set out in Part F, she explained how information came to the attention of HMRC which led them to question how the individual witnesses were selected and prepared. In her witness statement, she also exhibited documents showing communications by P118 and CBL with clients which she said supported HMRC’s case as regards the main purpose test. As this is simply Mrs Fracchiolla’s opinion of the application of the relevant Regulations, we have disregarded these comments. Background of Mr Alexander, Mr Caravello, Mr Patterson and Mr Hall and establishment of P118[32]Mr Alexander is one of the founders of P118 and now owns 50% of its issued share capital. He is no longer a director of P118, but at all relevant times was closely involved with its affairs and has detailed knowledge of its business. He was responsible, together with Mr Mark Smith of CB, for SIS and CAR, as he said:
“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.”
He understood those practices to be reflected in Simon’s Taxes and HMRC manuals as set out below. He understood those practices to be reflected in Simon’s Taxes and HMRC manuals as set out below.[33]Mr Alexander started his career in financial services in 1987 and later decided to specialise in commercial finance. He has extensive experience of commercial property transactions and finance and is himself a landlord. In 1996 he worked closely with the Association of Residential Letting Agents (ARLA) to promote “Buy-To Let”. It took off “like a rocket”, and the commercial finance brokerage he established with a former colleague (The Money Centre) assisted a large network of letting agents to grow their businesses by helping their landlord clients to substantially grow their rental property business due to the availability of BTL mortgage financing. The Money Centre was profitable for a number of years and during that time he built his own property rental portfolio through a variety of different partnerships with friends and family members.[34]By 2010 he had retired from his commercial finance brokerage fully but took on a variety of marketing roles with tax and legal practices. In 2011 he started a blog to facilitate the sharing of best practice within the UK private rented property sector. That became the “Property 118” brand. The articles he published on the blog mainly related to his experiences in this sector as a landlord and as a commercial finance broker. Within a couple of years, P118 became an accredited Google News publisher, the first in the UK property sector outside of mainstream media. The website now serves around 3 million page views every month.[35]The business generates monies through “affiliate marketing”, such as by referring readers to approved service providers in exchange for commissions on sales they make (such as mortgages brokers/lenders, letting/estate agents, conveyancers, insurance companies/brokers, accountants and conveyancing solicitors). He introduced a facility for readers’ questions and publications by guest authors and businesses they worked with. He formed a limited company to operate this which began to take on staff. Anybody can become a member of the P118 forum for free. Members can engage in commenting on articles and forums and receive daily and/or weekly newsletters containing details of all articles and discussions posted on the website by guest authors, an in-house team of journalists and members themselves. Articles cover a wide variety of topics related to the private rented property sector such as disputes over rents, pets, décor, damage and damp and the numerous legislative changes the sector has been going through over the last two decades.[36]Mr Patterson has a background in financial services and was involved in business with Mr Alexander since 2003. He was involved in P118 from the start. His initial role was operational and included dealing with compliance, accounting and general administration. He later took over writing the newsletter from Mr Alexander and researched, wrote and published the vast majority of articles and readers’ questions as regards non-tax related matters. As the business grew, he had a managerial role and took responsibility for ensuring good customer service. He was not involved in the development of SIS or CAR and did not undertake consultations with clients.[37]Mr Caravello has through various roles represented and assisted private landlords in a voluntary and a professional capacity for over 15 years. From 2013 he was a regular contributor to the P118 forum and became more involved in that following the announcement of the introduction of section 24. He has his own property portfolio and his evidence on that is in Part F.[38]Mr Paul Hill worked for P118 at the relevant time, having previously worked as an investment manager for various organisations. He had experience of advising clients of P118 and, as set out in Part F was also advised by P118 as regards his own position as a landlord. Following his consultation with Mr Alexander, he became a consultant for P118 in September 2021. He initially was self-employed and became employed in December 2022.[39]Generally, we accept the evidence of these witnesses as regards their factual explanations of how P118’s activities operated, how the arrangements operated and how it/they advised and interacted with Users and with CB and their experience of why Users chose to use the arrangements. We have indicated where, in light of the overall evidence, we do not fully accept some of their comments either in this Part B or in our conclusions in Parts C to E. Activities of P118 in response to the introduction of section 24[40]Mr Alexander said that property ownership structures and their impact on taxation was always one of the main topics of “readers questions” on the P118 forum, but this escalated rapidly in 2015 following the announcement of the introduction of section 24. Incorporation had always been an option for landlords to consider, but until then Mr Alexander’s experience was that their preference was to arrange funding personally. This was mainly because, historically, financing was generally cheaper and easier to obtain in personal names as opposed to through a limited company. However, BTL financing has evolved significantly over the last decade, as has the trend for private landlords to consider incorporation of their businesses based on a variety of reasons which reflect those set out in the Office of Tax Simplification report dated 25 October 2022 (“the OTS report”). Mortgage underwriting has also evolved. In his view, for professional landlords to consider incorporation has become more prevalent for two main reasons;(a) improved lending affordability calculations for corporate borrowers, and(b) ageing landlords who built their businesses over a similar period to his now paying far more attention to business continuity and succession planning.[41]The OTS report which Mr Alexander referred to (and which the appellants referred to repeatedly in their submissions) includes this commentary:
“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.”
Promotion of the arrangements and overview of P118’s role Commercial drivers to incorporate • 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) • 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 Tax disincentives to incorporate Conclusion Promotion of the arrangements and overview of P118’s role

Conclusion

[42]Mr Alexander said that complexity of tax related “readers questions” posted on the P118 website increased rapidly following the announcement of the introduction of section 24 in 2015. Mr Caravello said that the P118 forum was deluged with posts from landlords who wanted to understand these changes. Mr Patterson said that the announcement threw the private rented sector into turmoil; it sent shockwaves through all private landlords because it was a completely different way of taxing any kind of business –“the fact that you could be taxed on a profit that didn’t exist”. He said that it did happen that people were subject to more than 100% tax in effect as he knew from the experiences of P118’s readers.[43]Mr Alexander said that he thought that only around 1% of all articles published on P118’s website related to SIS and CAR. The objective of these articles and guides was to highlight the legislative choices landlords might wish to consider and the consequences of those choices (good and bad). The Budget in 2015 caused mass confusion within the sector and discussions went viral on all 150 social media platforms, including P118’s. In his view, the difference was that P118 was solution conscious.[44]Both Mr Alexander and Mr Caravello emphasised that they considered they acted at all times in accordance with P118’s mission statement:
“To facilitate the sharing of best practice within the UK Private Rented Sector”
. In discussions with clients and in materials produced by P118 HMRC’s tax manuals were explained and linked to, as was legislation, industry comment, guidance in LexisNexis and guidance and warnings in Simon’s Taxes, and example case studies. P118 freely provided a huge amount of in-depth information about incorporation and family investment company (“FIC”) structures. They felt a moral obligation to share as much relevant information with their readers as possible, to help them with their business strategy. This was conducted under the scrutiny of the barristers in Cotswold Barristers’ chambers (“CB”), with whom they had agreed a “Joint Venture” relationship where they contractually provided regulatory and compliance support for P118 and even took on directorships within the business for that purpose.[45]The information P118 published drove consultation bookings from landlords and their professional advisers, particularly those who wanted to learn more about how their financing challenges associated with incorporations could be best resolved. In Mr Alexander’s view, neither SIS nor CAR would exist if landlords had not had finance-related challenges to overcome on incorporation and SIS and CAR only provide solutions to those financing problems. The tax outcomes of incorporation were intentionally designed not to be affected by SIS or CAR at all. As set out in Part C, we do not accept that this is the only purpose of SIS and CAR but, on all the evidence, it was plainly one of the main purposes.[46]Mr Alexander drafted two documents entitled “SIS Explained” and “CAR Explained” which were widely distributed to clients, their tax agents and their professional advisers (such as accountants, mortgage brokers) and lenders. These guides were intended to summarise what would be discussed in the consultation process. P118 has produced a number of other guides and promotional materials which Mr Alexander was questioned about extensively (see below). Mr Alexander said that SIS and CAR were never designed to achieve any form of tax advantage; they exist to overcome very real commercial difficulties, while staying within both the letter and spirit of HMRC’s own guidelines and expert-level best practice published by Lexis Nexis. We have commented in Part C on the purpose of these arrangements.[47]Initially, P118 referred the questions it received from clients directly to CB, as Mr Alexander did not consider himself to have expertise in legal or taxation matters. However, he acquired basic legal knowledge to the point whereby he could filter such enquiries, ask the right questions and obtain sufficient documentation and explanations to furnish CB with the key information required to streamline their professional advice and implementation services. P118 charged a fixed fee of £400 for these consultations and, over time, became sufficiently proficient to make provisional recommendations and, if they were tax-related, they recommended clients to take independent qualified professional advice. This service became increasingly popular, primarily as a result of readers of the blog seeking a cost-effective initial sounding board from their peers to discuss their initial thoughts about the possibility of transitioning their business structure, and getting an idea of the costs and potential business and tax outcomes of doing so, without incurring significant expense.[48]The focus of those consultations was essentially on whether a person or a couple, who were carrying on a property business, should consider incorporating that business. The objectives and consequences of such an incorporation was a very popular topic, because people had read on the other forums that that was what people were doing, as is confirmed in the OTS report. Mr Alexander did not think that section 24 was the sole reason for incorporation, but it was certainly a good reason for having a discussion about it.[49]Mr Patterson said that at this time a trend had developed for landlords to consider the pros and cons of incorporation (as explained in the 2022 OTS report). He said, in effect that concerns about the impact of section 24 was one of the factors in this trend and:
“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.”
[50]Mr Alexander confirmed that he personally conducted some consultations with landlords, including in relation to whether to incorporate in the post section 24 world. He said that the clients would start off by explaining what their objectives were such as business continuity, legacy planning and inheritance. Section 24 mitigation may well have been one of the things discussed as well. Following the fact-finding process, incorporation may well have been one of the recommendations if that was a fit for the client. There could be factors against it, such as a large SDLT or CGT charge if the client’s capital account balance was overdrawn. The client may or may not decide to go ahead.[51]They expanded the P118 team by appointing other portfolio landlords as consultants and training them as part of the team. One of these consultants also had tax related qualifications and was also a principal of his own accountancy practice. Several of the consultants had other qualifications in financial services, accounting and other property-related careers, which was important for strength in depth because consultations are rarely, if ever, entirely tax related.[52]Mr Caravello said that around 2015 he regularly posted his understanding of the section 24 change in a variety of places and that drew the attention of Mr Alexander who was struggling to respond to the volume of requests for information about section 24. Mr Alexander approached him to put together a comprehensive explanation of the effects of section 24 and a calculation spreadsheet that would allow landlords to enter details of their business income, costs, etc, to provide them with a better understanding of the impact of the tax changes on the profitability of their businesses. To research the subject, he spoke to a number of professional advisors, accountants and chartered tax advisors, as well as landlords who had incorporated their property business prior to 2015. He found that those landlords had been motivated to incorporate their property businesses primarily to plan for their retirement and for their children to succeed them in the business.[53]Mr Caravello said that in mid-2016, P118 published a comprehensive guide to section 24 and a calculation spreadsheet (which he developed) to project tax outcomes resulting from a transition from private ownership to a corporate structure. This was done in order to answer “FAQs” and reduce the time required to respond to them individually. In the months following publication, this information was downloaded by several hundred landlords. This prompted a further flurry of activity from landlords who wanted to arrange private consultations to discuss their personal circumstances. This led to the creation of the “Incorporation Viability Analysis” (“IVA”) spreadsheet used by P118 as a financial cash flow analysis and planning tool, to assess clients’ financial circumstances with a particular focus on their business goals, succession planning, restructuring to gain limited liability, short, medium and long term financial projections and the financial viability of incorporation as part of their strategic planning. He did this initial work “as an act of altruism, to benefit the community of landlords who visited P118 for news and guidance”.[54]By 2019, Mr Alexander asked Mr Caravello to help develop a training programme and to recruit individuals to satisfy the demand. That lead to the recruitment of eleven persons who, together with him, undertook consultations with clients and made introductions to CB. At the same time, CB went from having three to seven barristers. Mr Alexander sold him 10% of the shares in P118 in 2021.[55]Mr Caravello said that their training programme for consultants focussed heavily on the succession and legacy planning aspects of incorporation and the use of FICs, as the majority of the clients considered legacy planning to be the greatest benefit of incorporating their property business. They were further encouraged to recommend the use of FICs following the announcement in summer 2021 that HMRC had concluded an investigation into the use of FICs and had satisfied themselves that they are not abusive tax avoidance structures (as reported in a Financial Times article dated 6 August 2021). Development/“branding” of SIS and CAR[56]Mr Alexander said that P118 and CB jointly worked on providing solutions to finance-related issues that are common in the incorporation of rental property businesses leveraged with mortgage debt. The primary issues they sought to overcome were(1) to ensure that ESC D32 would apply where novation of existing finance was not possible, particularly in light of the warnings at B9:114 in Simon’s Taxes and Business Income Manual 45700 (“BIM 45700”), and(2) the practical and cost related issues associated with transferring legal title to the properties, especially where mortgage lenders did not offer novation. He said that SIS and CAR were intended to solve finance-related commercial challenges associated with incorporation, in line with the available guidance. They consider that these two structures do not produce any tax advantages over and above those which might ordinarily exist in an incorporation arranged by any other means and with the benefit of reliefs and taxation consequences intended by Parliament. We have commented on the purpose and effect of the arrangements in Parts C to E.[57]The sections of Simon’s Taxes which Mr Alexander and Mr Caravello referred to state this as regards the application of ESC D32:
“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.”
[58]Mr Alexander explained that when this was published, it was unclear whether HMRC would disapply ESC D32 if there was a refinancing on incorporation. He said that this is a concern has now been confirmed by an update which, at the time of the hearing, had not been published publicly of HMRC’s comments at CG65745 (see above). The proposed update states that ESC D32 does not cover cases where a company takes on new lending in its own name in order to discharge the existing liabilities of the unincorporated business. He said that he thought that a lot of advisers have assumed that ESC D32 would be applied in that circumstance and are now very concerned that P118 has made people aware of that, by sharing that best practice with a very wide audience on P118’s website. Counsel later explained that this unpublished guidance was obtained under a freedom of information request. Mr Edwards confirmed that he understands that HMRC take the view that ESC D32 does not apply in a refinancing scenario so that would render IR unavailable in whole or in part.[59]Mr Alexander said that he did not agree that he “developed” SIS and/or CAR as such. He said nothing involved in SIS or CAR did not exist before P118 “put the identifying label on them”, in the same way as residential investment property mortgage finance became known as BTL. He said that SIS and CAR were based on the manuals and comprise a sequence of events that any other advisor would recommend. He simply put labels on the arrangement as shorthand and to educate the public. In the same way as BTL became a national phrase, SIS and CAR became a phrase and P118 developed the brand, not the structure, sometime after 2015. They went on the road, they talked to landlord associations and groups of landlords and explained the path that they believed was the correct way to structure an incorporation to achieve compliance with the manuals.[60]Mr Caravello said that SIS was developed to facilitate incorporation of a property rental business without disturbing pre-existing finance arrangements and to defer the significant logistical headaches of transferring legal title to a more commercially viable point in the future. The vast majority of their consultation clients had mortgages, either on all or some of their rental properties. They had in many cases sought professional advice about incorporation before approaching P118 and invariably the advice they received was that they would need to relinquish their existing mortgages and remortgage to a lender who would permit novation of the mortgage to the company after the beneficial interest had been transferred. On that advice, the incorporation process would either be practically impossible, or extremely expensive. The significant majority of BTL mortgage lenders did not offer a novation service and the few that did were not particularly competitive in terms of interest rates, mortgage arrangement fees, etc (and now the few BTL mortgage lenders who did offer that service have withdrawn it from the market). They also noticed a worrying trend that some clients had received professional advice for their company to raise purchase mortgage finance to redeem any pre-existing BTL mortgages at incorporation which is very clearly warned against in Simon’s Taxes (see above).[61]It was put to Mr Alexander that SIS and CAR are, on any view, complex in that they purport to move the beneficial ownership of properties into NewCo, while leaving legal ownership in the name of the Users. He said that his understanding is that such a split of legal and beneficial ownership is very straightforward planning accepted by HMRC (for example as regards transferring beneficial ownership between spouses). It was put to him that most people would probably prefer simply to own legal and beneficial ownership themselves, united, unless there is a positive reason to split the ownership in this way. He said:
“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”
. The main reason has nothing to do with tax. Changing the beneficial ownership and having an indemnity is all in accordance with the manuals, but it doesn’t change the outcome of incorporation itself…”[62]He did not agree that there is a risk, at least, that if a lender found out about the arrangements, there would be damage to the lending relationship. He said “certainly not up to the point where we were attacked”. The “attack” he referred to is adverse commentary on P118’s and CB’s activities in public forums and on social media, in particular by Mr Dan Neidle of Tax Policy Associates. In terms of businesses that they helped to incorporate, there was probably tens of thousands of properties and probably hundreds, if not thousands, of properties subsequently refinanced to allow the beneficial ownership and the legal title to reunite. It was never an issue until those attacks commenced. He accepted in effect that for the most part, the banks did not know about the restructuring until refinancing took place and said that was never an issue.[63]Mr Patterson also referred to “unjust publicity and negative social media campaign launched against our business by Dan Neidle of Tax Policy Associates”. He said that(1) hundreds, possibly even thousands of properties have been conveyed into the incorporated businesses without any problems after months or even years following the use of SIS,(2) no lenders or conveyancing solicitors had a problem with this until HMRC issued SRNs, and(3) no lenders have ever called in loans on the basis of breach of contracts (as alleged in Dan Neidle articles), no insurance companies have ever denied a claim based on clients having used SIS to incorporate their business and no judge has ever refused possession of a property incorporated using SIS.[64]In questioning by Mr Smith: (1) Mr Caravello was taken to document published by CB explaining SIS which, under a heading “Current mortgages”, states that:
“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”
. He said, in effect, that this was part of his advice to clients who undertook SIS who had particularly attractive mortgage terms. The advice tended to be that they should consider refinancing as and when the opportunity arose to refinance into NewCo on similar or better terms, and that they should consider doing so as soon as possible to avoid significant complications to their estate on death if there were mortgages in a personal name. (2) He was also taken to a letter from CB in which a barrister states to the client:
“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.”
He confirmed that was part of the advice that was given to clients about how they should handle the financing elements of this structure.[65]Mr Caravello said that the Bridging Loan element was developed to enable owners of a property rental business to withdraw any remaining positive capital account in their business prior to incorporation (to avoid losing access to it after incorporation) and to lend it back to their company to maintain pre-existing levels of liquidity, cash flow and profit, at a very competitive cost. It proved to be popular amongst clients whose business model had always been to reduce their mortgage liabilities over time. Many of these clients wanted to retire without any long-term mortgages secured against their properties as a risk-reduction strategy. However, no client wanted to consciously tie up all of their already-taxed personal working capital in consideration shares that would need to be sold or repurchased to access the capital. He pointed to Simon’s Taxes at B9:112, which states this:
“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.”
[66]Mr Alexander gave a similar description of the Bridging Loan element. He emphasised the following:(1) The aim was to enable the Users to withdraw positive capital balances from NewCo, as sums that had already been taxed in the Users’ hands.(2) Leading tax guides such as Simon’s Taxes (see above) and Lexis Nexis state that clients should be advised to withdraw their positive capital accounts before incorporation and, if that happened, there would be no tax consequences.(3) The difficulty for Users is that the capital may be tied up in the property so that they would need to borrow in order to release funds and P118’s advice was that they could so because HMRC recognises in BIM45700 that a business can borrow to withdraw positive capital account balances and as long as they do not go overdrawn, there are no negative tax consequences. BIM 45700 states this: “A proprietor of a business may withdraw the profits of the business and the capital they have introduced to the business, even though substitute funding then has to be provided by interest bearing loans. The interest payable on the loans is an allowable deduction. This is on the basis that the purpose of the additional borrowing is to provide working capital for the business. There will, though, be an interest restriction if the proprietor’s capital account becomes overdrawn, see BIM45705…”(4) P118 considered the cheapest way to help their clients borrow the money, given that they did not need to borrow the monies for very long, was through an overdraft facility or bridging finance.(5) They told clients they were free to go along to whoever they liked and borrow that money. The net result of the arrangements, as implemented following best practice, gives the correct result in that Users are able to access the positive capital balance after incorporation without any tax charge as the monies have already been taxed. They were trying to leave the clients in the same position on both sides of the transaction; CAR does not manufacture a tax advantage, it just preserves the status quo.[67]He also said that if this structure is not used the relevant sums are locked into the shares in NewCo because:
“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.”
[68]Mr Alexander said that NewCo could not pay dividends immediately on incorporation; it would not have the profits to enable it to do so. By entering into CAR, Users “were taking out their already taxed capital and they could not take dividends on day one”.[69]It was put to Mr Alexander that ordinarily “bridging finance” would typically be used to provide short-term financing, pending longer term arrangements being put in place. He said that is certainly one explanation. It could be finance provided pending a sale or pending some money coming in. It is a short-term liquidity facility. He accepted that occasions when a person may obtain bridging finance include where a person does not immediately have enough cash to buy a property but expects within a couple of months to realise sufficient funds such as by the sale of another property, or where a person requires longer term mortgage debt to finance the purchase but it may take time to put that in place. He said another example is where a mortgage comes to an end, and the borrower wants to arrange a longer-term mortgage or a person want to sell the property and borrows to pay off one loan today and take out a new one tomorrow. He said that bridging finance is a very useful tool for providing liquidity for a very short period of time.[70]Mr Alexander gave the following evidence as regards the financing arrangements and process for the Bridging Loan element:(1) Conventional financing from corporate lenders was initially utilised for bridging finance. They referred to lots of different financiers, depending on which was offering the most competitive rates. However, they were then presented with a significantly more cost-effective alternative by a former client, Mr Bhattacharya, with sufficient liquid capital, who recognised the opportunity to capitalise on the high returns available from such low-risk short-term lending. Then all short-term bridging finance was arranged via his companies under what became an exclusive arrangement for a period of time for a price which could not be beaten. Brokers tried to get a better deal for their clients, but nobody could get close to arranging the finance for less than 2 %.(2) P118 acted as broker/packager for this unregulated business finance and charged clients no more in fees than other brokers would for a similar service. The fee was contingent only on raising the finance. No commissions were ever paid to or received from the lender. Service was efficient and fully documented, including the provision of copies of client account bank statements evidencing the flow of funds as well as loan documentation and supporting ledgers.(3) He confirmed that under these arrangements (a) the relevant entity made a loan to the Users, (b) the Users lent the proceeds from the loan to NewCo, having withdrawn their positive capital account balance, (3) the loan was novated to NewCo so that NewCo was liable to and did make the loan repayments. He said “that is the short-term liquidity gap” that the financing was for. There was no need to arrange longer term finance, but of course Users could, because they could have pocketed whatever they had drawn out of their business and exchanged it for a long-term mortgage. Most people did not do that, because they did not want to service a mortgage for say 25 years. He agreed that the net result is that NewCo owes the Users money in the form of a director’s loan account. He said that all these money movements ordinarily take place within a day. He added that the facility was for 30 days, but obviously it made sense to all parties to conclude the transactions as soon as possible, so it was typically a day.(4) He was not sure who drafted the Facility Agreement/the template for it. Mr Battacharya looked at redacted copies of the agreements of the other lenders that had acted, and the documentation (such as the ledgers, journals) and took them to his own solicitors. He agreed that there must have been some kind of discussion between P118 and/or CB and Mr Bhattacharya/his advisers about the Facility Agreement.(5) The common denominator in all of the bridging transactions that Mr Battacharya/his entities financed was Fab Lets; it dealt with the flow of funds and received an administration fee of £750. He agreed that the documents show that the monies moved on one day and:
“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”
. It was put to him that this gives the impression that he was highlighting that something was happening in theory which had no real effect in practice. He said he thought it was a poor use of the inverted commas, and he was not sure if in this case the moneys were held by solicitors or by Fab Lets and it is clear from the documents in the bundles that the flow of funds did actually happen. He said he is not perfect; he uses the wrong words sometimes. In re-examination he clarified that he did not intend to say that what was going on here was a sham or to imply in any way that the transactions would never take place. We accept that evidence. (9) In an advice letter to a client he said:
“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”
. He agreed that (a) if NewCo simply provided a director’s loan account as part of the consideration for the transfer of properties on incorporation, that would restrict the availability of IR, but (b) at least on the appellants’ case, if this structure is used, there would not be that problem. (10) It was put to him that the arrangements relating to the Bridging Loan were clearly abnormal, in that funds moved within a day through various different accounts, which did not have any real-world economic effects. He said he did not accept that for the reasons he had already explained:
“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”
. He also did not accept that these arrangements were contrived, in that they sought to give the impression that various money movements shown in the Fab Lets accounts were happening when, in practice, all that really happened was that NewCo acknowledged a debt to the Users.[71]In questioning by Mr Smith, Mr Alexander gave the following evidence:(1) He confirmed that (a) through his connections in commercial finance P118 had sourced and obtained the various lenders that were willing to participate in the financing required for CAR, (b) P118 dealt with the administration and the sourcing of that finance, (c) P118 was the broker involved in the sourcing of the finance but was not involved in the lending and CB was not involved in either the sourcing of the finance or the lending, and (d) the barrister was notified that bridging finance would be put into place, and it was recorded in the documentation subsequently prepared for the client.(2) The guidance in BIM45700 shows that HMRC accept that a borrowing taken out to facilitate a withdrawal of capital is taken out for a business purpose as a solution to a short-term liquidity problem. There was no requirement for a client to use P118’s recommended provider in obtaining bridging finance. The only reason it was so popular is because nobody could get close to beating the cost. It was acceptable for a client to use another financier to carry out the same process and some did, for example, if they had an unused overdraft facility with their bank, which they could use and anybody withdrawing funds in this way would be able to retain and keep those funds; they did not have to lend them back to the company if they did not want to. He said that the same thing could happen with any bridging finance, as long as the borrower arranged another way to repay the lender; the lender does not care as long as he gets his money back.[72]Mr Caravello said that he found that clients who P118 recommended to use the Bridging Loan element were most likely to seek alternative quotations for similar short-term finance. Invariably, their research led them to conclude that the fees tendered by P118 and the Bridging Lender were extremely competitive in the marketplace, plus their service offering would be far less cumbersome for them to implement than other alternatives. The Bridging Lenders would typically keep fees low by exercising tight control of the flow of funds before, during and after incorporation, thereby avoiding the need for costly security for the lending and the taking of registered charges and debentures against properties.[73]Mr Jones and Mr Kumar, who advised Users in relation to the arrangements, also gave evidence of their experience of bridging finance arrangements and the commerciality of the Bridging Loan element. This is set out in full in Section 2 of Part F. They both said that(1) in comparison to other available options, the bridging finance arranged by Pl18 provides remarkable value and is highly competitive, and(2) the absence of valuation fees, legal costs, and security requirements makes it a more economical solution than what most brokers could offer in the marketplace for property-secured bridging finance. Mr Jones said these arrangements are abnormal only in the sense that commercially they were substantially cheaper. Mr Kumar said that a standard broker fee for bridging finance would be 1% of the loan and they both said that a typical lender’s fee for bridging finance would be 2% of the loan agreed and the lender would charge interest and typically would require security secured on the property. Promotional/marketing materials and advice letter[74]Mr Alexander confirmed that he wrote or was highly involved in drafting a number of articles which appear on P118’s website and are freely available for download including a document entitled “The Ultimate Guide to Landlord Tax Planning” (“the ultimate guide”) (2) an article “Is The Substantial Incorporation Structure A Tax Avoidance Scheme?, (3) a document Entitled “Landlords Capital: Account Restructure”, and (4) another article headed “Landlord Incorporation Specialists Solve Your Section 24 Problem NOW!. He was questioned extensively about the content of such articles.[75]He was questioned about the ultimate guide as follows: (1) At the end of the document there is a section headed:
“What you can expect from a [P118] Tax Consultation”
. He accepted that this is essentially marketing material to encourage people to book a consultation with P118, which was promoted to anyone with an interest in taking part in a consultation with P118. He said it is educational and marketing material. (2) There is a comparison between the position following the introduction of section 24 for an individual hotelier who can deduct his finance costs in full and a private landlord who cannot. Under a heading:
“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.”
He did not accept that this material indicates that a key attraction of incorporating a residential property business is to avoid the effects of section 24. He said that this page explains the differences but he does not think this is necessarily the main benefit of incorporation and:
“It’s just a specific blinkered look at one thing…”
He accepted that it was saying that if both landlord and hotelier carried on their businesses through a company, the tax playing field would be level and that this involves an assumption that this may be one of the drivers for incorporation. (3) The guide refers to “smart” property investment companies. He said that is another badge. He confirmed that the idea was that a “smart” company, would have different share classes, with different rights attached to the different classes and amended articles of association and shareholders’ agreements. He said that there are many reasons for having such arrangements. Inheritance tax planning may be one of them (as, for example, there may be provision for certain shares to be “growth shares” and “freezer shares” (see the evidence in Part F)) but there are many other reasons. He confirmed that the points relating to section 24 would apply in the same way to such companies. He later said in re-examination that reasons for using “smart” structures include that a person might want to bring his relatives into the business in the future and whilst he might want to incentivise them, he may not want to give them control or voting rights and would achieve that by having different classes of shares. The example of “freezer” and “growth” shares, is a different way of dealing with the shares, so that one would incentivise the next generation. He was sure there were other reasons but he could not think of them all right now. (4) The guide states:
“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”
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” There was a comment relating to the final point that:
“If you invest in residential property in your personal name, the impact of the Section 24 restrictions on finance cost relief is horrendous ...”
He confirmed that the impact of section 24 is such that it is at least theoretically possible to pay more than 100% tax. He said that he had actually experienced people in that position. He accepted that this is saying that section 24 is a major disincentive to holding a property letting business personally, certainly where the owner has a mortgage on the property. He said mortgage brokers have found that 75 or, 85 % plus in some circumstances, of all the BTL mortgages are in company names, for that very reason. He accepted that property values in the UK increased generally very substantially between roughly 2000 and 2025 which means that if a person purchased a BTL property in 2005, and wanted to sell it in 2016 or 2017, it is likely that there would be a substantial amount of CGT to pay and that is what the above bullet point is getting at. (5) We note that on the same page the guide states this:
“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”
To make better provisions for an increased retirement income To create a legacy for loved ones (6) The guide goes on to state that:
“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].”
He said such charges “would be cost prohibitive, but you would also meet witnesses in the next few weeks that did pay CGT and/or SDLT to achieve their incorporation, because for them it made sense”. He accepted that for a typical person, such costs are prohibitive because there would potentially be a very large tax liability with no funds to generate and to pay it; there would be “a dry tax charge”. The document then identifies potential solutions to these issues (i) in the form of IR as regards CGT, and (ii) under complicated SDLT rules relating to partnerships. He confirmed that in the general scheme of things, a sole trader incorporating their property business would have to pay SDLT and for most people, that would be quite unattractive and that is why “maybe not universally, but typically - we see these arrangements being used by partnerships”. (7) There is a section relating to transferring an established partnership to a “smart” company. In a box the following “benefits” are listed:
“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.”
He accepted that this clearly presents the ability to deduct finance costs in full, as a key benefit of incorporation. He accepted that the second point presents the tax rate benefit as a key benefit of incorporation. In later questioning by Mr Smith he said:
“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.”
He confirmed that the third point is a reference to the fact that if IR is obtained, the accrued gain rolls over into the shares in NewCo (as set out in Part A). He said that there are several clients that incorporated because they wanted to change their business model, for example, from residential to commercial, and that made perfect sense to them. He said in effect that this would appeal to any person who was looking to sell their properties but noted that money would be tied up in NewCo. The guide further states:
“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”
. He accepted that this was clearly presenting the ability to “wash out” accrued gains as a main benefit of the arrangements. He accepted that the above three tax advantages would be offered by incorporation using either SIS or CAR and added that they would be offered by any other type of incorporation. He said SIS or CAR is no different to incorporation. It is just a badge. (8) The guide contains a section headed:
“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.)
(9) He said that the idea of CAR is not to tie capital into shares and to make the liquidity equally available on both sides of the transaction following the guidance in Simon’s Taxes and BIM45700. In his view, this guidance means in effect that NewCo can pay that money to the Users, and there will be no tax liability in respect of it but: “There never was a tax liability. It’s their own cash that they have withdrawn. They’ve [the Users] already paid tax on this cash. They’ve withdrawn it. They’ve decided to lend it to the company, and anybody who makes a director's loan to the company can draw it back if the company has the cash to do so…it’s saying that the company can repay the director’s loan without having to pay tax… it’s talking about the ability to withdraw you own pre-tax capital out of the business on both sides of the transaction…,because that’s exactly what Simon’s Taxes told you to do.” (9) He said that the idea of CAR is not to tie capital into shares and to make the liquidity equally available on both sides of the transaction following the guidance in Simon’s Taxes and BIM45700. In his view, this guidance means in effect that NewCo can pay that money to the Users, and there will be no tax liability in respect of it but: He did not agree that the ability to withdraw funds without a tax charge was being presented in the ultimate guide as a main benefit of CAR. He said: “I’m saying it’s established best practice guidance. B9.112 of Simon’s Taxes - and that actually says: “You should advise that the client withdraws any positive capital account balance prior to proceeding with the incorporation”… I think it’s saying that if you don’t follow the best practice, then you’ll end up with your capital trapped in the business and you won't be able to get access to it very easily because nobody’s going to - it’s very difficult to sell share in private companies, especially investment companies, nowadays.” (10) He accepted in effect that the guide does not really mention any non-tax benefits of incorporation. He said this guide was specifically designed to look at tax and tax alone and P118 has several other guides that talk about non-tax benefits such as the benefits of limited liability, succession planning and so on; there are hundreds of them on P118’s website. (11) He was taken to a statement in the ultimate guide that: “The costs of refinancing can be a major obstacle for many landlords when considering the viability of transferring their property business into a Limited Company ...Where existing mortgage terms are particularly competitive and/or when the costs typically associated with refinancing are prohibitively expensive, that is when [SIS] comes into its own.” (12) He accepted that (a) this is saying that SIS comes into its own, because it prevents the need to refinance on incorporation, and (b) the key relevant features of SIS which prevent that need to refinance are that there is no change to the legal ownership of the properties, so on his view one does not need to tell the banks that anything is changing and an indemnity is provided by NewCo to the individuals so that NewCo is then liable in that way for the amounts due under the mortgage.

To create a legacy for loved ones

[76]He was taken to a letter of advice from him to a client (“the advice letter”):(1) It states that incorporation was “a viable option” and that “the costs of implementing the structure pale into insignificance in comparison to the savings you will make over the longer term”. He accepted that he was here recommending incorporation because it is likely to be financially advantageous for these clients.(2) Under a heading “Income tax analysis”, there is an extract from a spreadsheet contrasting the effective tax rate due on property income if the clients carried on the business personally with the effective tax rate following the transfer of the business to a company. For 2020/21 (when the section 24 restriction came into full effect), there is shown a net effective tax rate of 59.9 % in the first case contrasted with 17% in the second. When it was put to him that this identifies tax savings as a major advantage of incorporation, he said this would almost certainly have been done as a response to the clients asking whether they would be better or worse off they incorporated their business.(3) He also set out in the letter that it was possible to reduce a potential CGT bill of about £883,000 to nil by using IR to “wash out” the gains. He said that addresses a sale by NewCo just after incorporation, versus if the clients kept the property in their own names and sold all the properties. So, “that was the question that was being asked, obviously”. He stated in the letter:
“Arguably, one of the best reasons to consider incorporation is that [IR] can “wash out” some or all of your gains to date.”
He agreed, in effect, that IR was presented as a key benefit of incorporation. He said that “if that client wanted to sell some properties, pay off some mortgages, and that was the question; that was clearly my answer”. (4) Under a heading “Retention of competitive existing mortgage terms” he identified in the letter that there may be challenges involved in refinancing at the point of incorporation, and SIS can solve those problems. (5) It was put to him that this letter identifies tax advantages as the key attractions of incorporation. He said it answers the tax questions that the clients raised:
“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.”
Counsel said he picked this one because this is the one in the bundle and it does not talk about non-tax benefits of incorporation. We note that the bundles did not include letters of advice of the type Mr Alexander referred to. (6) Under the heading:
“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.”
It was put to him that the ability to withdraw funds from NewCo without personal tax liabilities arising was presented as a main attraction of the arrangements. He said that he was saying that:
“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.”
[77]He was taken to an extract from CB’s website which states: “The first driver to our development of landlord business restructuring was contained in [section 24]. He accepted in effect that this presents the possibility of avoiding the effects of section 24 as a main attraction of SIS.[78]He was taken to a printout taken from P118’s website which shows a question from a user of the website regarding CAR. He confirmed that this would be available for anyone to see on P118’s website. He thought it is probably one of the most popular sections of the website. The person said this:
“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.”
[79]He accepted this reader identified this as a key attraction of CAR.[80]He was taken to an article by him on the P118 website considering the scenario of an individual landlord who does not have debt secured on his properties which states:
“Due to having no mortgages at all he was completely unaffected by the Section 24 restrictions on finance cost relief.”
It gave two main reasons why incorporation might still make sense for such an individual:
“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.”
He agreed that this is a reference to “washing out” capital gains and that was being presented as a key attraction of incorporation for an individual in this situation. “the company now owes him the £4 million, which he can now withdraw from the company completely tax free when the money exists to do so ...” “This is what we achieved for him at that stage:…Capital gains of £8 million removed from properties and into the company’s shares... 45 per cent income tax reduced to 19 per cent corporation tax…The ability to withdraw £4 million ... with no personal taxation consequences.” He accepted that this makes the point that the individual will be able to withdraw, in this case, £4 million, without any personal tax liabilities arising and that means that the profits of this business are only subject to one layer of tax charged at 19 % instead of the top rate of personal tax. When it was put to him that is also presented as a major attraction of the arrangements, he said “To the extent that it is explaining what the manuals allow”. It was put to him the matters set out above were all presented as key advantages of incorporation for someone with no debt. He said they were all presented as the reasons that a person might want to consider incorporation and:
“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.”
He agreed that this is a reference to “washing out” capital gains and that was being presented as a key attraction of incorporation for an individual in this situation. He accepted that this makes the point that the individual will be able to withdraw, in this case, £4 million, without any personal tax liabilities arising and that means that the profits of this business are only subject to one layer of tax charged at 19 % instead of the top rate of personal tax. When it was put to him that is also presented as a major attraction of the arrangements, he said “To the extent that it is explaining what the manuals allow”. It was put to him the matters set out above were all presented as key advantages of incorporation for someone with no debt. He said they were all presented as the reasons that a person might want to consider incorporation and:[81]He was taken to an article on P118’s website headed “Short Term Tax Planning Loan” which he thought he probably wrote:(1) It discussed the fact that P118 had agreed an exclusive arrangement with a Bridging Lender regarding CAR. It sets out the CAR tax benefit and refers to the tax savings resulting from the short term “tax planning loan” being as much as 38.1% of the value of the director’s loan. It was put to him that this article makes clear that there is a direct relationship between the amount of the loan and the amount of tax saved. He said it would depend how much they drew and at what point they withdrew it. He accepted that there is always going to be a contrast between zero tax on funds leaving a company as repayment of a director’s loan and dividend tax on extraction of funds by way of dividend. He said that would always be the case in any company.(2) It stated that:
“The cost of this short-term private financing is 2% of the loan amount, ie £20,000 in this example”
. He confirmed this comprised 1% charged by the relevant Bridging Lender and 1% charged by P118. He accepted that the finance is described here as a “tax planning loan” and that this article clearly indicates that the bridging finance is expected to give rise to tax benefits and there is a relationship between the fees charged and the amount of the loan. It was put to him that there is also clearly a relationship between the potential tax saving and the amount of the loan. He said:
“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?”
He did not accept that there is a relationship between the fees charged and the potential tax saving.[82]He was taken to a slide show prepared by him for P118. He explained that at the time there were lots of networking events that they were invited to as guest speakers, to talk about the tax consequences of incorporation and the methods of incorporation and how to find the manuals that explain those methods of incorporation: (1) This guide states:
“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”
. He said this was intended as a factual presentation, explaining incorporation, to a big group of landlords. It is not a proposal to anybody. (2) Under a heading “Shareholders loan account” the guide explains CAR and the CAR tax benefit. He did not accept that the CAR tax benefit is presented as a key attraction of CAR. He said that this particular slide show was to explain to a large audience how a transaction could and, according to various manuals, should, be structured. He accepted that this presentation does not make any reference to non-tax benefits of incorporation and said that was “because I was asked on many occasions to present specifically on the tax implications of incorporation, and what could or could not work”. (3) As regards the position of lenders and brokers and difficulties with finance: (a) Under a heading “Why lenders decline consent” the guide sets out reasons why, if a User asked his lender whether he could transfer the beneficial interest in the relevant property to a company, the lender would very possibly say “no”. He accepted that a section under a heading “Why mortgage brokers don’t like Beneficial Transfers” is drafted on the assumption that mortgage brokers do not like SIS. He said:
“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)”
. He said:
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.”
[83]It was put to him that it is clear from the promotional materials referred to above as well as the advice letter that SIS was promoted on the basis that it would deliver three main tax advantages:(1) It would enable the effects of section 24 to be avoided. He said he thought counsel had “looked through a very narrow lens today” but specifically “on that track, yes”.(2) It would enable accrued gains to be washed out at the point of incorporation. He accepted that.(3) It would enable profits to be taxed at lower rates of corporation tax compared to higher rates of individual tax. He said that he thought that is also “a standard feature of the legislation and the incorporation” and overall that is a fair summary of what incorporation generally does and what the industry would advise.[84]It was put to him that CAR was promoted on the basis that it would enable profits to be extracted from NewCo without tax liabilities arising, as they would if profits were taken as dividends or salary. He said that he agreed that if somebody withdraws a loan, it is not taxed; and if somebody declares a dividend, it is taxed. It was put to him that the materials effectively state that CAR is a good idea because it enables a User to take money out of NewCo tax free. He said that is what the industry guidance is, and he had repeated it, and added a label to it.[85]He did not agree that the factors set out above were all presented in the materials he was taken to at the hearing as main attractions of the arrangements. He said:
“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.”
[86]It was put to him that none of the material made any, or any significant, reference to any non-tax advantages associated with incorporation. He said that he had explained why that is. In re-examination he said that the non-taxation benefits of the arrangements were not highlighted in the documents he was taken to because they were answering a specific question regarding the tax outcomes of incorporation. There are many more scenarios where tax benefits might not have been included at all, but they still talked about incorporation from a completely different perspective.[87]In re-examination he was shown various comments in the above materials which he said contained references to commercial benefits of the arrangements as follows: (1) He was taken to the introduction to landlord tax planning which states:
“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.”
. He said that is clearly a commercial factor. He confirmed that the justification for this comment is the increasing legislative burdens that there are on landlords in the private rented sector and the consequences of making mistakes. (2) He was taken to an article which states this:
“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.”
He said that before 2015 there were very few BTL products for corporate landlords and finance for them was more expensive. The margin was higher on the lending. After 2015, the lending sector decided pretty much across the board that a person was a portfolio landlord if it/he had four or more properties and the model changed so that the pricing of a portfolio landlord’s new financing was the same, whether they were a limited company or a sole owner or partnership. Also, the underwriting criteria for this type of lending evolved. So typically, a lender required a person to have 25% more income than the mortgage interest costs. That is known as 125% interest cover. After 2015, for non-incorporated borrowers, that increased to 145%, to take account of the additional cash flow implications of section 24. For incorporated borrowers, it remained at 125%. So that was another incentive for P118’s clients want to incorporate to facilitate refinancing. (3) He was taken to comments in the slideshow which under a heading:
“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”
. He said that this refers to a commercial benefit. He agreed this emerged from a check of the lenders’ terms and conditions and varies on a case-by-case basis. He confirmed that he was not aware that any of his clients had had their existing loans called in as a result of going through SIS/CAR.[88]On the change in financing referred to by Mr Alexander, Mr Hill explained that in his experience traditionally BTL mortgages were mainly provided to individuals rather than companies but by 2018/19, lenders were increasingly willing to make BTL mortgages available to companies due to the impact of section 24 on the affordability calculations for individual landlords but not for a landlord company. He accepted that the tax changes stimulated changes in the lending market, in that affordability calculations for individuals become more challenging but not for companies so banks found it easier to lend to companies. He added that was because landlord companies would have more ability to repay the BTL mortgage so lending to them became more attractive as they effectively got better cash flows coming in. He thought the numbers given by Mr Alexander sounded like a fair representation of the numbers involved. Some of the individual witnesses also referred to this change in financing as set out in Part F. Consultations and role of CB – evidence of Mr Alexander, Mr Caravello and Mr Hill[89]Mr Alexander made the following main points as regards consultation with clients and interaction with the barristers at CB:(1) Of the clients who paid the £400 consultation fee many had already considered incorporation but were at the early stages and wanted to know where they could find out more about the costs of transitioning such as financing, CGT and SDLT. The service evolved to direct these clients to the relevant legislation, HMRC manuals and other supporting guidance, and eventually consultants could predict with reasonable accuracy the direction these clients should explore and could produce an illustration of the costs of implementation. As a result of this, and with P118 being associated with a high-profile successful court case, P118 and CB became widely regarded in the sector as leading industry experts in this field. In almost all cases, the tax agents of the clients were involved in the consultation process.(2) He first worked with Mr Smith in the context of the successful litigation he referred to above which started in 2013. Both he and Mr Smith “played devil’s advocate” and they also took advice elsewhere, to fully understand, for example, how IR works or how “the sum of lower proportions” works for SDLT purposes, how BIM45700 interacted with what they do and how ESC D32 works. These are the kinds of questions and answers that he had back and forth with Mr Smith on a regular basis, at least initially, and what he wrote about. These were the questions which were being asked on other forums, and his role was to facilitate the sharing of best practice. They wanted to publish to the audience that wanted to understand incorporation, how it worked and to simplify it for them. He thought it fair to say that these were broadly freewheeling discussions between the two of them. Initially he dedicated two hours a day to research the legislation, the manuals, read Simon’s taxes and all of those sorts of things so that he did not need to keep disturbing Mr Smith.(3) He accepted that once the brand was created, a typical client would have a consultation with P118 and P118 would form a view as to whether incorporation using SIS or CAR might be appropriate for them. He added that there would be a lot of consideration that went into arriving at that because they needed to establish the facts and be able to evidence them. There was probably 30 to 40 hours of work per client. For example, considering whether a client had positive or negative capital account balances would require the obtaining of valuations.(4) If P118 formed the view that the use of the arrangements was potentially appropriate for a client, the case was referred to CB. He agreed that the process was as set out by Mr Caravello (see his evidence below). He accepted that CB’s role was, in effect, to confirm P118’s provisional advice that the arrangements were suitable and if CB did agree, to prepare the necessary transaction documents and set up NewCo - should the client wish to proceed following that set of checks. They would send CB a report and recommendations and the video conferences that they had with the clients. Some clients who engaged in SIS and/or CAR took advice elsewhere than from CB. He was certain that those who approached them on a consultancy basis and those who did not, went down exactly the same road, albeit under a different “badge”.(5) He had no role in drafting the transaction documents. He did not know if CBL, as a corporate entity, provided the draft transaction documents, and in that sense, was providing legal services. He knows that each of the barristers at CB carry their own professional indemnity insurance and advised the individual clients that were allocated to them by CB.(6) Both P118 and CB operated on the basis that if there were any questions that came up after implementation relating specifically to the incorporation (whether from HMRC or the client’s accountant, mortgage lender or conveyancing solicitor), that was all included in the fees that they charged. That service has been taken advantage of significantly, by all of their clients. So if the query was of a legal nature and it had come to him, he would refer it to the appropriate barrister that advised. If it was a financial-related question, as they had more contacts with brokers, then CB would refer it back to him.[90]Mr Caravello and Mr Hill gave the following evidence as regards consultations and referrals to CB. The below reflects Mr Caravello’s statements unless expressly attributed to Mr Hill:(1) The fixed consultation booking fee of £400 included VAT and came with a satisfaction money-back guarantee. P118 did, in many instances, honour the satisfaction money-back guarantee where clients decided not to act on the recommendations made by the consultant. Many of these consultations were not booked to address potential incorporation of a business. For example, some clients wanted to explore efficient ways to exit their business and discuss opportunities to move abroad and how that might affect their UK property business, while others, who were not resident in the UK, wanted to discuss how to improve their access to UK BTL mortgage finance. Many clients already had a property investment company and wanted to discuss planning for inheritance and succession purposes.(2) For SIS clients, P118 charged a fixed project management fee based on the complexity of the case, typically between £1,000 and £4,000 plus VAT. CB charged fixed legal fees of £8,000, plus £350 per property over 10 properties, plus VAT. The fees for clients who used CAR are as set out above plus a £750 administration fee. The fees charged by P118 and CBL were fixed based on the level of service provide to the client. None of the fees were contingent upon the client obtaining any tax advantage. Any clients who chose to raise long-term mortgage finance to return their positive capital account balance prior to incorporation or to arrange their own bridging finance for the same reason, without the assistance of P118, were not charged any fee in relation to that finance by P118 or CB. In his opinion, the level of competition to provide similar services from other suppliers (such as solicitor firms, finance brokers and lenders) makes it impossible for anyone to charge premium fees for these services; in effect, the competition placed a ceiling on legal and professional fees for these services.(3) A client who booked a consultation (usually online on the P118 website) was then allocated a consultant based on availability. When booking, the clients were directed through an online “fact find” questionnaire that gathered a lot of information about the client, their individual and business circumstances, and the subjects they wished to cover in their consultation. This would typically take the client 30 to 60 minutes to complete. Mr Hill described the questionnaire as covering questions about the client’s portfolio, leverage, goals, obstacles, family details/ other business partners. He thoroughly reviewed the responses and made notes on details which he wished to discuss further.(4) The allocated consultant would receive a copy of the questionnaire, together with the client’s contact details and would then make initial contact with the client to understand the subjects they wished to cover in their consultation and to make a request for further “know your client” (“KYC”) information prior to meeting. This information included a schedule of the client’s rental properties and other assets of their business, their current market values, mortgage and other financial liabilities, original purchase prices, capital costs and dates, details of any capital expenditure incurred for the rental properties (lease extensions, capital improvements such as building extensions, loft conversions, etc), any periods when rental properties had been occupied by the client as their private residence, rental income, outgoings in the form of mortgage interest, repairs and renewals, the business use of the rental properties (i.e. residential, commercial, single let, HMO, FHL), their income from all sources, and funds available for further investment, etc. Mr Hill said that this took place by way of an “introduction call” made within three days of the booking. On this call he would gather further information on how the client acquired the portfolio, why it is structured in its current form, ask questions about their financing (unencumbered, individual mortgages, portfolio loans, etc.) what their goals are for maintaining/growing the portfolio, what help they need etc. Usually, they would then need to start to gather specific information from the client and would request a schedule of the properties.(5) At this point, the consultant would make recommendations of other professional advisors that the client should involve in the consultation process. For example, understanding and calculating capital expenditure was often a matter for which the client needed significant assistance from their accountant. Similarly, considering alternative mortgage options would often involve the client’s mortgage broker or independent financial adviser. If the client was not ordinarily tax resident in the UK, then the consultant would prepare a linear base cost analysis of property values in April 2015 for residential properties and April 2017 for non-residential (commercial) properties.(6) The process of discussing the client’s goals, circumstances and the detailed KYC exercise would typically take the client 2 to 3 hours to complete, the consultant 3 to 5 hours to complete, plus any time given by the client’s other professional advisors. All this work was undertaken prior to meeting the client to discuss options to achieve their goals.(7) Mr Hill said that clients often do not know the answers to the questions asked so they provide support explaining the information requested and the reasons why. At this stage, they advised clients to engage their accountant and mortgage broker. Normally the most work and time effort was on assessing capital costs relating to the properties. Clients may be unaware of their capital costs and need to refer to their accountants to get that information. Other questions that require more time commitment are assessing “principal private residence” relief, understanding current beneficial ownership, and gathering information on mortgage balances.(8) When the consultant felt equipped with all the information they would need to recommend a particular course of action for the client, they would prepare a detailed financial analysis and a presentation for the client to discuss different business structures, cash flow forecasts, retirement and estate planning. Where incorporation was to be discussed, the consultant would calculate the net asset value of the business, details of any positive capital account balances in the business, tax outcomes and prepare a balance sheet for the business.(9) The preparation of information in advance of the video conference would typically take 5 to 10 hours, depending on the complexity of the client’s circumstances and goals.(10) Mr Hill said that the analysis process is aimed at identifying holistic commercial considerations that the clients may not be aware of, or may be aware of and wish to discuss in more detail. Having conducted well over 100 consultations, he is able to provide a level of commercial context which clients find useful. They use the IVA software spreadsheet as a tool to greatly speed up the process of compiling a balance sheet of relevant metrics, covering: Gross asset value, book cost, capital costs, debt exposure, leverage/ vulnerability to interest rate rises, capital account balance (in credit versus overdrawn), income: gross, semi-net (of interest), net (estimate of other commercial expenses). This may raise other questions, such as an overdrawn capital account balance which they then need to liaise further with the client to verify figures etc. They formulate various “what if” proposals to discuss with clients.(11) During the final part of the consultation process, the video conference with the client and their professional advisors(s), the consultant would discuss their recommendation for the client, deliver the supporting financial analysis, provide fixed quotations for legal and professional fees and field questions from the client and their professional advisor(s).(12) If relevant, the consultant would discuss various options to draw down the client’s positive capital account balance prior to incorporation. If the client was intending to raise finance to invest in more property in the short-term, then the consultant would recommend using long-term mortgage finance to draw down their capital account and then lend the proceeds to their company. However, if the client had no such plans, the consultant would often recommend using short-term bridging finance. There were always clients whose circumstances would make it expensive, difficult, or impossible to raise long-term mortgage finance prior to incorporation, even if they wanted to. For example, that would be the case if they had high rise properties with depressed values due to potentially unsafe cladding issues, or if their age made them an unattractive lending proposition, or if they were not ordinarily resident in the UK and found raising mortgage finance very challenging. In such circumstances, CAR was often their only option to draw down their positive capital account balance prior to incorporation.(13) The duration of video conferences varied greatly, especially if the client was accompanied by a number of professional advisors. The time taken to present and discuss recommendations and to field questions from a variety of individuals could easily take 2 to 3 hours.(14) Following the video conference, the consultant would typically have further discussions by telephone and email, and would answer follow up questions, which would often take another 1 to 2 hours. Mr Hill said that (a) they would provide a written summary and whilst they have templates, the summary email can vary quite significantly, and (b) once clients have had a week or two to digest this he offers a follow-up Zoom call. This is also often an opportunity for professional advisors to join, and (c) there are usually lots of questions which are normally followed up by written email correspondence. This can be quite time-consuming(15) When the client was satisfied that the recommended course of action was appropriate for them and had received answers to all their questions, the case would be referred to CB. Mr Hill said that (a) they recorded this in a 20 to 30 page document detailing the recommendation and “tailored to the clients needs”, and (b) this was sent to CB for review and any questions, and once CB are happy to engage the client, they begin preparing the “barristers brief”.(16) Mr Hill said that through this process described above, he was involved in “tailoring” the recommendation for the clients which involved engaging in correspondence that is unique and specific to each client. For example, issues arising on a specific client included: (a) a case where properties had cladding issues and were standing at a capital loss, (b) a case where the clients had an overdrawn capital account balance, meaning that they had borrowed more than the base cost of their properties. On incorporation, this meant that they realised a latent gain and they discussed at length the options for settling the latent gain (either by introducing capital as share capital or paying the CGT that would arise), and (c) a case where the client had mortgages with Capital Home Loans, which expressly prohibited the transfer of beneficial ownership in the Terms of Business. Mr Hill said that every client really is different, and sometimes this work is quite substantial; he might spend up to ten hours on this kind of work. He gave examples of issues arising on particular clients.(17) Mr Hill accepted that the recommendation document is quite a formal document which says essentially that P118 think SIS or CAR is appropriate for the client and sets out the analysis. He did not think that there was a copy of a recommendation report in the bundle although the advice letter seems to perform the same function. He accepted CB’s role is essentially to check whether they agree and, if so, to take the case forward in terms of transaction documents. If, in principle, CB were happy to have a look at the case in more detail, that is when they would send the brief over, with the valuations and other documents. Links to the videos were copied into the recommendation.(18) The “barrister’s brief” contains full details of the client(s), a comprehensive description of their business, their written recommendations and the client’s desired course of action, etc. Mr Caravello had never actually prepared a barrister’s brief, but typically it would contain notes of the consultation, the original extensive fact finding that the client completed, any provisional recommendations from the consultant, any specific issues or points that the consultant felt the barrister needed to address. His personal assistant prepared these for him.(19) A barrister would review the written recommendations and ask any questions of the consultant to enable them to agree to take on the case. This would typically take the consultant and barrister another 2 or 3 hours. The barrister would then write directly to the client to offer to provide the required legal and professional advice to implement the agreed course of action. From that point onwards, the barrister took the lead on the case. Most communication would then be directly between the client and their appointed barrister. At this point, the clients would typically undertake valuations of their rental properties; either desktop valuations using “Hometrack” or similar automated valuation models, RICS Surveyor valuations, or market appraisals from estate agents, or even a combination of all three. Mr Hill explained that “Hometrack” is an online valuation estimator which gathers data from property sales portals, house price indexes and makes an estimate of current market value. He also said that at this point (a) mortgage balances and interest are confirmed by the clients by reference to mortgage statements, by telephoning the mortgage companies, or by online access, and (b) capital costs are confirmed with reference to their accountants or the client’s own records.(20) The barrister would use the information gathered by the consultant, plus any calculations prepared by the consultant (i.e. net asset value, SDLT/CGT liabilities, etc), as well as further information gathered directly from the client to prepare the transaction documents. As a minimum, SIS documents would need to include schedules of the business assets (rental properties and other real estate, vehicles, plant, goodwill) and liabilities (mortgages, loans, bank overdrafts, bridging finance), calculations of share premium and details of consideration shares, as well as details of the business owners and their company.(21) The “tailoring” of any template legal documents to suit the client’s individual and business circumstances would typically occupy 5 or 6 pages out of around 20 of contract documents (leaving aside dividers). In Mr Caravello’s view this shows that the actual degree of “additional professional advice or services” required to generate the information to tailor the relevant sections of the contract documents is materially extensive; it is certainly anything but insignificant or superficial. We have set out in Part C our views on whether the transaction documents required “tailoring” for Users to implement the arrangements withing the meaning of the relevant provision in the Regulations. We accept the witnesses’ evidence on the work actually undertaken but do not accept the witnesses’ views on this legal question. Mr Hill confirmed that he was not involved in the preparation of the transaction documents. If the clients wanted to go ahead with implementing the arrangements, the transaction documents were prepared by a barrister; he was not involved in that.(22) As part of the consultation process, the consultant would provide clients with fixed quotations for legal and professional fees. Often, after the formal consultation was concluded, clients would discuss the quoted fees with their professional advisors to seek confirmation of their reasonableness, based on the scope of service to be provided. Equally, they would often go out to the marketplace to gather alternative quotations. In his experience, these clients found that there is sufficient competition in the marketplace from professional advisors offering incorporation services, such as accountancy and solicitors’ firms, to establish that the legal and professional fees quoted for SIS and CAR were both reasonable and competitive.[91]At the hearing Mr Caravello gave the following evidence:(1) He said that (a) often consultations involved matters not to do with taxation at all and often they involved discussions about incorporation, (b) from these consultations he had a wide range of knowledge of what landlords want to know. Initially he was predominantly undertaking consultations on an “ask me anything” basis, but as understanding and knowledge of section 24 became more widespread, he found he was undertaking consultation regarding incorporation, (c) he did not play any role in the development of CAR and SIS or in the drafting of the transaction documents, and (d) his role where clients approached P118 and were already considering incorporation was to assess their individual circumstances and discuss the holistic effects of incorporation: It involved assessing a wide variety of arrangements and if any of them were suitable, he would explain why.(2) Any recommendations that P118 made were provisional, based on the adoption by regulatory professionals. He was not closely linked to the internal workings of CB, but P118 would refer cases to them, which would be considered between consultant and barrister, and sometimes the answer would be that it was alright. He agreed that sometimes CB would raise concerns which P118 may or may not be able to address. He said sometimes concerns would arise through gaps in the information, that was provided as part of the barrister’s brief (but not in any of his). He did not know if, where CB endorsed the provisional recommendation of P118, CB then proceed to prepare the transaction documents. There was not a great deal of visibility once the matter was referred to CB, unless there was discussion between the barristers and the consultant, but the barrister would correspond directly with the client, ask any remaining questions, and then enter into a legal agreement with the client to provide the regulated advice.(3) He accepted that where a client was interested in incorporation, the consultations were all about assessing whether incorporation is appropriate, possible and suitable for that client.(4) There is extensive fact finding that is required prior to actually talking to clients which on a good day would take two to three hours or on a bad day five to ten hours – if the clients were not particularly good at looking up information, it could take an awful lot longer.[92]Mr Hill said that the consultation process is quite lengthy and detailed. He accepted that the fundamental objective was to assess whether incorporation using SIS or the CAR, is right for the particular client’s circumstances. He added that it is much broader, but they did look at whether that was a viable option for the client. That exercise involved looking at matters such as whether the client’s enterprise was a business for the purposes of IR, which might involve looking at how many properties the client had and how much time the client spent on the business. He added that they would ask detailed questions about all of that. Role of CB – evidence of Dr Helmi[93]Dr Helmi gave evidence about advising on and implementing SIS and CAR as a barrister working at CB. She joined CB in August 2022 as a self-employed barrister. At the time CB comprised Mr Smith, a deputy head of chambers and one other barrister apart from her and later two more barristers joined. She was told before she had her interview, “it was something to do with tax law… I’d asked a bit more about tax law, as I wasn’t familiar with it…” At CB her focus was on SIS and CAR. She left CB in October 2025. She had no formal involvement in CBL but understands that it provides only management services for CB. She knew it existed in the background, but she did not know the precise nature of the arrangement between it and CB.[94]She had not previously practised in the “niche” areas undertaken by CB and joined on the understanding that full training “on the job” would be given. She worked on arrangements relating to a particular client as a barrister providing legal services to that client. She was personally accountable for the work she did although for a lot of the time she was “devilling” for Mr Smith which was like being a pupil almost. Later on, from around May 2023 she did some work on her own client care letters. She did around seven SIS cases on that basis. She last worked on SIS and CAR towards the end of 2023[95]Once she joined she and the other members of CB met regularly in chambers, in general once a week. Each week they had case review sessions when all members would discuss cases, and any points of interest or learning which arose out of them. They also received training from Mr Smith and had question and answer sessions. The training was accompanied by a manual produced by Mr Smith designed to help them in their approach to cases in terms of the steps that they had to take. As it was not her field, she needed a lot more guidance as to what the work was about. Once she took on her own cases around May 2023, she still asked Mr Smith questions and obtained his support and guidance at all times.[96]She gave an account of the written report and recommendation provided by P118 which accords with that set out above. She said that there would have been something quite firm between P118 and their clients, with the understanding that the barristers would review the report and the recommendation, and then it would effectively move to CB, as their case. She was not a party to the consultation process between P118 and the client but she knows from what was received from P118 that that might be quite a lengthy process, involving a certain amount of back and forth and there would often be quite a history of discussion. If the P118 consultant formed a view that incorporation using the arrangements was potentially suitable for the client, the case would be referred to CB and allocated to a particular barrister. Generally the barrister’s role was in effect to confirm that P118’s view that the arrangements were suitable was correct. Up to the point of a client being engaged directly by CB, P118 dealt with any follow-up questions or meetings required.[97]When she was allocated a case on a referral from P118, she looked at everything on the online “Monday platform”– an online system which CB used which enables documents to be uploaded and messages read in real time. P118 uploads all the required information and due diligence directly onto CB’s own system. She does not know anything about the intellectual property and the branding associated with SIS/CAR and who owns that. She did not know about the development of SIS and CAR; development had taken place by the time she joined CB, and as far as she knew they had been in place for some time.[98]In her statement, Dr Helmi summarised the tasks that arise for the barrister in each case as follows:
“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.”
Advise client accordingly.”[99]She gave the following more detailed explanations of her/CB’s role:(1) She emphasised that there was a lot of training in chambers as to how to deal with instructions received from P118. The barrister assigned to the case assessed it on its own merits. In each case, the barrister had to be really satisfied with a number of things to conclude that what was said by the P118 consultant was justifiable. They assessed whether the interviews were clear in terms of what was said to the client, and whether there was a justifiable proposal/advice from P118.(2) They received a lot of information for each case including at least one video recording of a consultation between a P118 consultant with the client(s) which they were required to watch in full. Sometimes there was more than one video of meetings on different dates and they were usually lengthy, were often at least around an hour long, particularly for SIS cases. Often these videos raised questions which they raised with P118 on the “Monday platform” and were usually answered in writing once P118 had received instructions from the client. Sometimes their queries were answered by further videos with the clients to show, for example, that certain matters had been explained to them and that they understood them. Clients’ accountants were encouraged to attend these video-recorded meetings with their clients and often did so. This was to help with transparency and to assist accountants with understanding the process and the proposed structures, so that they could discuss them with their clients. The clients were given copies of the video recordings for their future reference and could share them with other professionals who may be advising them, as they saw fit.(3) It was emphasised by Mr Smith, and chambers director, Carla Morris, that they should scrutinise all information they were given, and if anything was not clear or if they needed further instructions, they should “stop the clock” and inform the client of that. They would then approach P118 or the client directly for further information required. This could sometimes add considerable delay to cases and could cause frustration to the client and/ or the P118 consultant, but it was always for matters which were considered crucial to progress the case. The clients were business people with commercial pressures who may want things done quickly but they were told by Mr Smith and the practice director (who sat in on training sessions) not to feel any part of that pressure; they emphasised their duty to clients and, in effect, protected them from any commercial pressures or any pressures from P118. They had training sessions on what could justify “stopping the clock”. The emphasis was on their professional duty and accountability to carry out their own checks and considerations with regard to the material received from P118.(4) She gave an example as evidenced in messages taken from the “Monday Platform” between P118 and her, with input from Mr Smith, of a case when she asked for further information in a SIS case in 2022.(5) Her tasks included advising on whether the clients were carrying on a business and whether there was a partnership as was required to obtain IR and relief from SDLT. A lot of their discussions in chambers were about how to assess that. As she had not looked at these areas before, it required a lot of discussion and also consideration of examples, because not every case is the same, and she wanted to make sure that she was not making the wrong decision.(6) Often in SIS cases considerable time could be taken in gaining further instructions from clients, for example, about the size of their respective shares in the beneficial interest in the properties and the desired company share structure as regards which family members would hold voting rights, how many shares family members including adult children would have, and who would be the directors. As CB incorporated NewCo for Users, if there was something special which needed to be done with different classes of shares (as was frequently the case) CB would work on that. That would often be the thing that took the time. Clients often did not want the share structure that P118 had recommended, they often had children and there were a lot of questions as to whether they could allocate some of the shares to their children, in particular, if they were under 18. CB would not advise that. If there were older adult children, CB would want to understand what the client wanted to achieve and what numbers of shares they wanted to provide. This is the kind of background work that CB had to think about before they could calculate the shares in NewCo to be allocated to each person and the share premium. She could not produce these calculations unless she had firm instructions, and often the clients did not know what they wanted. She and Mr Smith sometimes had video calls with clients who were completely unsure and wanted a bit more advice, for example, on what it would mean to have their children as shareholders in NewCo. That was part and parcel of the instructions that they had to rationalise and understand to make sure they did not issue shares at Companies House, which did not reflect the client’s interest or desires.(7) She/her colleagues were told in the instructions from P118 if there was to be bridging finance and the amount of finance. She did not know who the Bridging Lender was or see the agreements that were made with clients. CB never got that as part of the brief. CB just wanted to know the figures and the dates that had been arranged for the financing. Sometimes there was an inconsistency in the papers about the amount of the finance; that was often something they would have to double check to factor it into the net equity of the relevant properties and calculate the share premium and the premium per person. It was a really important figure for them to know. In such cases her work included checking that the client had sufficient capital in the business to take the bridging finance - in a general sense. It was something that CB would have to be aware of, but they did not go through the figures in detail. If there was something that looked problematic, she would ask Mr Smith whether she should ask for more information, but it was not like an investigation or an audit. They would query obvious discrepancies but would trust that the values and figures provided by P118 were correct as it was in receipt of the raw data. In examination by Mr Smith she confirmed that, other than recording the existence of the bridging finance as a liability in the relevant documents, CB did not have any role to play in how that bridging finance came about[100]Dr Helmi confirmed that the process she described did not culminate in CB producing a legal opinion for the client. Rather the relevant barrister analysed all recommendations (in the video and in the written report from P118), and if CB accepted the case, it was on the basis that they were content with the recommendations and thought that they were appropriate. Their advice was given effectively through their endorsement and willingness to take the case on. Then they would proceed to prepare transaction documents but, more often than not, before that, they would ask for more information and clarity. If the referral from P118 was accepted by CB and the client wished to instruct a member of CB, P118 paid for and conducted full anti-money laundering checks on all parties to the work involved and filed this with CB for scrutiny and holding as a regulatory requirement.[101]The recommendation by P118 may be accepted, modified or rejected. If the barrister did not accept a recommendation because it was hopeless, they would say they could not take the case on, the intended client would not be able to implement the structure through CB, there would be no fee, the reasons for rejection were documented, and the case was returned to P118. There were instances of barristers not accepting cases without further information or instructions being obtained. The reasons for this would be documented. This could occur, for example, if the information they received suggested a lack of clarity which could not be resolved. She produced a thread of messages (taken from the “Monday Platform”) between P118 and her, with Mr Smith’s input, in 2023. This shows that CB considered that a case sent to them for a SIS and restructure of an existing company to a “smart” company had failed the business test and therefore they rejected it as a SIS case.[102]P118 further managed the case if circumstances changed or there was an update on valuations or properties to be included and liaised with clients if facts on the ground needed clarification by CB. P118 also committed to ongoing client support for non-legal matters unrelated to the work carried out by CB, such as landlord insurance, lettings management, mortgage broker introductions and portfolio sales, which the barristers did not have the capability or desire to provide.[103]Dr Helmi said that once the transactions completed, CB’s client relationship remained open for further support after completion of the process set out above. This typically arises from queries from(a) accountants on CGT calculations, confirmation statements and share allotments(b) mortgage brokers on presentation of mortgage applications to complete the legal transfers, and(c) conveyancers on presentation to Land Registry and SDLT issues. She estimates that a typical case would take 6-10 hours of barrister time, although it could take longer if there was a lack of clarity in instructions which they needed to resolve with either P118 or with the clients directly. As set out above, sometimes clients’ instructions would change, and amendments to the documentation would also add further time. Each case depended on its own particular instructions from the clients. Transaction documents[104]There were three sets of SIS documents in the bundles which except for a VAT clause in only one of the SPAs are materially identical except as regards details specific to each User: the names of the parties, the dates and the information in the schedules relating to the properties and the liabilities, and a few formatting and numbering differences. The sets of Facility Agreements in the bundles are also materially identical.[105]As regards preparation of the transaction documents and the process for implementation of the arrangements, Dr Helmi gave the following evidence:(1) She prepared transaction documents for particular clients using drafts which were made available to her and which required work. The SIS documents were also used for CAR with an additional document relating to the financing but she did not see that document and is not aware of what went on with that. She was not familiar with the Facility Agreement and was not involved in drafting it (and see above). She thought the templates were drafted by Mr Smith; she did not have any role in drafting the templates. Adding particular information relevant to the client into the transaction documents was done by the barrister at CB whose case it was.(2) In her view, the transaction documents require significant “tailoring” in addition to the work needed to even get to the point of beginning preparation. She based this on the fact that each case has its own unique details, such as the names of the sellers of the business, the company name, details of the property portfolio, any mortgage and other liability details, the share classes, share particulars and share values (following the calculation). All of these details are unique to each case. Sometimes during the drafting process clients would change their instructions or clarify instructions, for example regarding the number of consideration shares to be held by husband and wife, which would affect the calculations for the share premium allocated to the shares held by each of them. She gave an example of a message thread between her and a client in 2022 which shows an example of the extra work to the documentation required to accommodate the client’s instructions, including a re-calculation of the net equity figure, amendment of the number of shares held by each client, and a re-calculation of the share premium per client and the premium per share. We accept Dr Helmi’s evidence on the work she undertook in relation to the transaction documents but not her opinion on whether this involved “tailoring” to the extent that relates to the relevant legal test in the Regulations.(3) In her view the various documents in the bundles relating to different clients are, effectively, very similar, if not the same except in relation to client specific details (such as names, properties, liabilities, shares etc). She thought that the work that went into it was going through the instructions that led to those documents such as ascertaining who owned and was able to sell each property (and there could be a number of properties and different people involved) and calculating the correct number of shares per person and, for the trust document, who the trustees should be. The position may be different for each property in a portfolio. To take that all into account was a lot of work, and a lot of calculations. There was often a page of calculations which she would ask Mr Smith to check.(4) She accepted that leaving aside client-specific details, these are standard template documents with identical wording but added that “you can’t sign off a document like this without making sure it applies to each and every case. That’s the thing that we spent most of our time on.” She accepted that it is broadly correct that the various transaction documents were in standard form, in the sense that apart from inserting names, dates, properties, values, there was no need to do anything to them to make them suitable for use by a particular client. Broadly they are templates that they were given to use but they always made sure they were applicable.(5) She confirmed in effect that (a) CB sent a template letter to clients attaching draft transaction documents for SIS which states at the end:
“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”
. They would then write to the client to confirm that was done and they would always be available for questions and clarifications whether from the clients or their accountants or solicitors. (6) In re-examination she said that she did not have any concerns about using the templates that were provided to her mainly as she knew that they had been in place for years and had been “approved” by HMRC - HMRC had done some compliance checks (in around 20/22 cases) and had never raised any issue with these documents. She understood that it was something that had been in place for hundreds of clients since around 2016. She felt there was a safety in using something that was known to HMRC and was accepted by HMRC. She did not see them as a fixed “kind of a factory of documents that were being issued to clients”. She saw that they were tried and tested methods of achieving tax-efficient property business transfers to companies, which were safe to use.[106]Mr Hill accepted that this is an example of the sort of exchanges that some cases provoke between the consultants at P118 and the barristers at CB and added that “it was always subject to a lot of scrutiny”[107]Mr Caravello and Mr Alexander both accepted that the transaction documents in the bundles appear to be very similar save for the details specific to each client. Mr Alexander said, in effect, that(1) dealing with the client specific details takes a large chunk of the 25 to 40 hours that they spend in getting the information/fact finding to be able to present to CB,(2) other documents such as the memorandum and articles of association and the shareholders’ agreement are usually very different for each client,(3) but the transaction documents are “relatively templated, save for the work that goes into getting the information to put them in, and the number crunching to arrive at the share premium, et cetera,(4) the client does not buy a suite of documents and fill the details in. They are all drafted by barristers who do whatever else they do behind the scenes in terms of the registrations, the shareholders’ agreements and everything else; they are part of a package.[108]Mr Caravello said “but of course all the substance about the business would be different in each individual set of contracts, for sure” in terms of shares, par value premium, lists of the properties, asset values and the liabilities that were indemnified under the contract. In his view there are substantial differences between the documents, because they contain such details and “obviously” the substance that is specific to the business is where the documents were “tailored”. In re-examination he said, in effect, that the documentation involves “tailoring to a material extent”. Again, we have not taken this expression of opinion into account in our conclusion on whether the transaction documents were “tailored” within the meaning of the relevant Regulation.[109]They both speculated that one of the SPAs (unlike in the others) contains a provision relating to VAT probably because a commercial property was involved and the VAT clause addressed VAT on that.[110]Mr Alexander said that the Facility Agreements have nothing to do with him, P118, or CB. The Bridging Lender is entirely independent of them and from his understanding of working for nearly 40 years in commercial finance, templated offer letters are perfectly normal. He cannot comment on why the lender uses a specific form of words or templates. He said that all lending contracts are the same, whether you go to NatWest for a short-term loan, or Barclays, they are all very similar. Mr Caravello said that agreement looks very much like any other such finance document he had ever seen entered into. Experience of Users’ reasons for using SIS and CAR[111]Mr Caravello said that the collective experience of the team, having conducted thousands of landlord consultations between them, was that their landlord clients felt much more comfortable taking business consultancy guidance from them as their peers and fellow landlords, than they did by consulting tax professionals who had no intrinsic understanding of a property rental business; they are familiar with their business, their goals and aspirations, as well as the challenges they face. Hence, he has worked with many landlord clients and has really got to understand their motives for incorporation. In his experience, clients’ motives to incorporate typically fell into the following categories:(1) To operate their business within a FIC structure.(2) To gain limited liability and to ring fence business risk away from their personal finances. At the hearing: (a) He accepted that (i) whilst there is a brief mention of this in the ultimate guide, the marketing materials do not emphasise limited liability as an attraction of incorporation, and (ii) where SIS has been implemented, any enforcement action taken in relation to the owner of the Property taken by a local authority or a tenant would be taken against the User as the legal owner of the Property. (b) He said that there is “an encouragement that the client needs to consider moving the legal title into the company at the earliest opportunity, when it’s commercially attractive to do so” meaning normally when refinancing makes it possible to do so. (c) He said that after the transfer of beneficial ownership of the Properties to NewCo, they instruct the clients that they should instruct tenants to pay their rents into NewCo’s bank account. So, he thought the tenants would understand that there has been some form of change. It was put to him that the transaction documents contemplate that the tenants would simply continue paying their rent to the Users who would then receive it as agents for NewCo. He maintained what he had said before. (d) He accepted that the whole point of SIS and CAR is that, as far as any lender is concerned, nothing has changed in the legal ownership of the Property and that if there was an issue, the lender would take action against the Users. It was put to him that potential litigation of this type would most likely be directed at the Users. He said he is not a lawyer but his understanding of the contracts is that NewCo indemnifies the individual.(3) To gain enhanced access to mortgage finance, especially as they get older. Also, loan to values offered by lenders to limited companies are higher than to individuals. At the hearing he said that his experience is that in the last 10 years there has been a shift from lenders wanting to lend to individuals to wanting to lend to companies. He could only assume that this is due to section 24 changes but does not know that. When it was put to him that the availability of mortgage finance is not emphasised in the marketing materials, he said that it was discussed at length with the clients during the consultations and the purpose of SIS is to enable existing liabilities to remain intact at the point of incorporation and so to avoid the commercial constraints of liquidity and lender consent as there are significant commercial costs and friction associated with refinancing. In his own case, he wanted to be able to take that decision at a time when it was commercially advantageous for him, not at any predefined period before that.(4) To provide for improved succession and legacy planning, by the transfer of shares between generations. He said that in his own case he wanted to be able to bring his children into the business when they are old enough and it is suitable to do so in a business environment where they are not placed at risk as they might be as partners in a general partnership. He wanted to enable them to earn their place in the business; such as by transferring shares, perhaps initially with limited rights, moving later on to greater rights, as a natural progression:
“it’s a natural succession of a business that anyone would want to be passed down the generations”
. He agreed that in general terms whether incorporation is a good in this context depends on a client’s particular circumstances. (5) To enable them to make greater contributions to a pension scheme than the £3,600 per annum currently available to an unincorporated property investment business. He accepted that there are no references in any of the marketing materials to pension scheme contributions but said that there would have been extensive discussions with clients, especially those who like him have been self-employed their whole working life and have incredibly meagre pensions. Incorporation was a great advantage in such cases. It was certainly discussed at length in articles that he has read on P118’s website. (6) To give greater flexibility and control of when to draw income from the company. He said a significant benefit of operating in a company structure is to allow profits to be retained to grow the business. He accepted, in effect, that an advantage of SIS/CAR is that tax rate benefit. He added that whilst a major benefit of operating through a company structure, which he sees as a commercial advantage, is the ability to retain profits, there would be further taxation if a person needs to withdraw funds from the company. (7) To make the business easier to sell as a going concern, if the exit strategy was to sell at retirement. He was asked why it would be easier to sell NewCo than to sell the properties either individually or as a portfolio. He said, in effect, that there are more purchasers out there for companies as a whole, rather than individual properties When it was put to him that this is not mentioned anywhere in the marketing materials he said that it is mentioned extensively on the P118 website, and discussed in many articles and they have two referral partners, who specialise in the sale of business portfolios (whether by a company or otherwise). His experience is that it is easier to sell a business that is properly structured and compliant and that is unlikely to be the case “on a piecemeal basis”. (8) To improve tax efficiency following the section 24 changes. It was put to him that, having looked at the marketing materials, this should be given much greater prominence amongst the motivations for people to use the arrangements. He said that he had had consultations with thousands of landlord clients and it has rarely been a high priority (and see his evidence below). It was put to him that, in view of the marketing materials avoiding the effect of section 24 was promoted as a key reason why someone would want to incorporate. He said his evidence is given from his personal experience in having conducted many consultations with clients (see also his evidence below).[112]Mr Caravello said that whilst all of the clients he worked with understood that it is their legislative right to choose to incorporate their business, he often found that they were not aware that legislation exists in the form of IR to enable them - in the appropriate circumstances - to avoid a “dry tax charge” to CGT when incorporating. He considers that this relief shows Parliament’s clear intention to encourage incorporation, by removing what would otherwise be a substantial obstacle. He accepted that the list of benefits he had set out above should also include the ability to “wash out” capital gains. He did not accept that based on his experience of personally dealing with clients, the ability to “wash out” accrued gains was promoted as a key reason why someone would want to incorporate.[113]In his role of recruiting, training and leading the consultant team, as well as having conducted hundreds of private client consultations, Mr Caravello has learned that all clients have their own unique circumstances and short, medium and long-term aspirations from their property rental business:(1) Some clients invest with a defined exit strategy, such as selling up when they reach a certain age, whereas others see their business as the primary provider of retirement income and legacy for future generations of their family.(2) It was this second category of client that they could help the most; their primary motivator was to get their business fit for the future, making it sustainable for the long term and not reliant on personal BTL mortgages, because they would eventually reach an age where mortgage lenders might refuse to lend anymore and that could effectively end their business. Clients with BTL mortgages understood that incorporation and access to company mortgages as a result of having a robust business continuity plan was the only way that they could secure the long-term viability of their business. The significant majority of these clients wanted their family to take over the reins of the business to allow them to retire but still benefit from the income of the business in their retirement. Therefore, legacy and succession planning was extremely important to them and many of them chose to structure their company as a FIC to plan for the business to be passed down the generations. The benefit of falling outside section 24 and of obtaining IR were usually of secondary importance, particularly as regards section 24; any saving was generally a deferral of tax, given that salaries or dividends paid to the individuals would be fully taxed.(3) As regards his reference to a deferral of tax, he accepted that (a) there is a “deferral of tax” under SIS/CAR in that profits would be subject to lower tax in NewCo, but there would be an additional layer of tax if and when they were extracted, and (b) for a person looking to grow their property portfolio who does not need all the income to live, it is good to be able to pay less tax now and use the money to grow the business, and (c) the effect of the Bridging Loan element was that that additional layer of tax on monies which come out of NewCo, could in fact be avoided. He added that if the individual had drawn down their account prior to incorporation, they would retain access to it in the same way.(4) Incorporation is not the right solution for many of their clients. Only 13% of clients who had an initial consultation about incorporation were recommended, and proceeded, to incorporate their businesses using SIS. Of this 13%, even fewer were recommended, and proceeded, to implement the Bridging Loan element. The vast majority of clients either did not want to keep their business going for the long term, or they did not qualify for IR on the basis that it was not an appropriate strategy for them, or it would be prohibitively expensive to implement from the perspective of tax liability. Mr Alexander also made this point and stated that of those that incorporated, some incurred immediate tax charges in the form of CGT and SDLT but the cost of doing that was prohibitively expensive for most clients who were not eligible for statutory reliefs. He said that a great deal of care was invested in the analysis of each client’s circumstances before recommending incorporation.(5) Many clients (like him) no longer had any of their own capital tied up in their property rental business, so the use of the Bridging Loan element was not relevant to their incorporation strategy. Many clients adopted a strategy of paying down their mortgages, planning to retire mortgage-free. A number of clients had either low or no mortgage debt at the time of their consultation, so they were invariably unaffected by section 24. Those that chose to incorporate usually did so for succession and legacy planning reasons, not to reduce their exposure to income tax. In fact, in the majority of cases, those clients would be paying more in corporation and dividend tax after incorporation than they were paying in income tax alone. However, this was usually considered to be a small cost to pay to get the business ready to pass down the generations.(6) Of those clients who chose to incorporate using SIS and CAR, a proportion of them did not qualify for IR, but they chose to incorporate anyway and pay CGT because the benefits outweighed the cost. Some of them did qualify for IR, but they had overdrawn capital accounts, so they paid CGT on “latent gains”. For example, a client had previously incorporated part of their business after receiving professional advice from their accountant (not following guidance from P118 or CB) and it had left him with significant borrowing against a smaller portfolio that far exceeded the base cost of the remaining portfolio. He realised the error they had made some years later and approached P118 to discuss incorporating the remaining properties and it was identified that the CGT on “latent gains” was over £600,000. He chose to incorporate anyway and pay this huge sum, in order to secure succession and legacy planning via a FIC.(7) Similarly, a proportion of clients were not operating a partnership business prior to incorporation, so those who chose to incorporate using SIS and CAR paid SDLT at the time of incorporation.[114]Mr Alexander confirmed that the first incorporation under SIS/CAR was carried out in 2016 and there many topics other than incorporation discussed with clients in the consultation processes such as “business continuity” and in more general terms “financing, insurance letting and management, divorce. Pretty much every life event that any person who is a property owner could go through”. Sometimes he felt a bit like a psychologist and counsellor rather than a consultant.[115]As regards the tax benefits of SIS and CAR as set out in the documents:(1) Mr Caravello accepted that there was a surge in interest in incorporation at the relevant time and said “probably to a greater extent, it was as a result of the changes to the tax regime, but like me, a lot of landlords were considering incorporation seeking professional advice, understanding that there were a number of commercial benefits that they hadn’t previously considered”. It was put to him that the ultimate guide identifies the tax benefits set out in it as major benefits of SIS and CAR. He said it was “clearly explaining the statutory consequences of incorporation. A number of these issues may chime with individuals who are perhaps in the position to take advantage of those statutory consequences.”(2) It was put to Mr Caravello that it is clear from the promotional materials and the advice letter, that SIS and CAR were promoted on the basis that they would enable the effect of section 24 to be avoided. He said that is not an effect of SIS; it is a statutory effect of incorporation. He accepted, in effect that the arrangements were promoted on the basis that they would enable accrued gains to be “washed out” and that, under certain circumstances, the tax rate benefit is a benefit. He added that on the basis that individuals want access to that money, there would obviously be a secondary layer of taxation.(3) It was put to him that CAR was promoted on the basis that it would enable profits to be extracted from NewCo, without personal tax liabilities arising, as they would if profits were extracted by way of dividend or salary. He said that potential clients were informed that they already had access to this capital, and that they should consider maintaining access to that capital but pay corporation on profits.(4) It was put to him that none of the marketing materials made any significant reference to non-tax advantages of incorporation. He said that some of them do and other materials (which are not in the bundles) contain significant discussions of non-tax commercial benefits. He said, in effect, that such other materials have not been produced in these proceedings, as a lot of the provisional recommendations they made to clients contain an awful lot of personal information so there is a confidentiality issue. In re-examination he said the majority of newsletters are unrelated to tax, or are related to other concerns of landlords. He did not identify any specific documents, articles or newsletters relating to SIS and/or CAR which relate in any material extent to non-tax benefits of those arrangements.(5) He accepted that none of the marketing materials in the bundles concentrate on legacy planning as a reason for implementing the arrangements.(6) He accepted in effect that the marketing materials show that there were significant tax benefits for those clients who did not have debt, including that they could “wash out” accrued gains and could access lower rates of corporation tax. He said that it was presented as a statutory consequence of incorporation. He did not think it was particularly relevant whether there was any debt or not in the business. He said that the majority of clients who he undertook consultations with did not meet the business test, so they would not qualify for IR - that was by far and away the biggest majority. He accepted that (a) most of those who did not qualify for that relief would not incorporate and (b) of those clients who chose to incorporate, a proportion (perhaps 10 to 20%) did not qualify for IR but chose to incorporate and pay any tax charge. It was put to him that on the basis of the ultimate guide it is clear that for most people who are looking to incorporate, it is very important to get IR, so that they do not have a “dry” capital gains tax charge. He said it is “difficult to say what proportion of readers this is speaking to, but it is making the point quite clear”.[116]In re-examination Mr Caravello said that the comments in the OTS report on the reasons for incorporation chime with his experience as a consultant dealing with a large number of private rental sector landlords. Evidence of Mr Edwards[117]From November 2015 to August 2024 Mr Edwards worked as a tax avoidance specialist within the “Counter Avoidance Directorate” and from November 2019 specifically as a “Promoter Investigation Lead” specialising in the use of different powers including DOTAS.[118]As set out above, we do not consider most of Mr Edwards’ evidence to be of any relevance to what we must consider in these proceedings. We have set out brief details of the matters he was questioned about which the appellants’ counsel referred to.(1) He did not accept that these arrangements are materially different from other schemes such as loss reliefs and disguised remuneration schemes which counsel asserted are more typically regarded as falling within DOTAS.(2) He maintained that he had valid reasons for his conclusion that the arrangements are “notifiable arrangements” for reasons which to some extent reflect HMRC’s submissions in these proceedings. He was questioned about the role of the DOTAS guidance in the informed observer test in description 5 and the application of that test: He accepted that the DOTAS guidance is relevant to the informed observer test but not that these arrangements do not fall within description 5 on the basis of that guidance. We have not recorded further details of the questioning on this as Mr Edwards’ views are not relevant to the matters we have to consider in this case. He seemed to accept that in resiling from the argument that description 3 applies to SIS he accepted that, on the basis of the information that he had at the time, the amount of work that was done to get the client to the stage of preparing and signing off the documentation was justified by the work needed.(3) He did not consider the OTS report in making his decision. He accepted in effect that the reasons for incorporation set out in the OTS report chime with the reasons for incorporation given by the individual witnesses. He remarked that if a normal person wants to incorporate their business, then those are factors they would want to consider but the key point in this case is that they would not be able to do so without the arrangements due to the need to avoid a refinancing.(4) As regards the tax reasons for incorporation: (a) He accepted that the income tax position will vary depending on the User’s particular circumstances. He accepted that on the basis of figures produced by counsel there was little material difference in the overall income tax outcome on assumed profits of a property business run through a partnership and of the business when run through a company (due to the double layer of taxation). (b) In his view, persons would not incorporate if they were not going to get the benefit of full IR on incorporation and these arrangements enable them to do so. He did not accept that the tax consequences of incorporation are the same in incorporations where SIS is used and those where it is not. He said a business which does not use the arrangements would be likely to have to obtain finance for NewCo because of existing mortgages, which means that full IR would not be available whereas there is no need to obtain such finance where the arrangements are used. He did not look at other providers of incorporation structures for property businesses as part of his investigation. (c) He was taken to a letter from the CIOT dated 29 August 2024 which states:
“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.)
He did not accept that is a correct statement. He said it does not make sense to say that is not a tax play because “there’s a tax at the very heart of what it’s trying to achieve” and he again made similar comments to those set out above. (d) He is aware that in a letter of February 2024, the CIOT essentially asked HMRC for clarity on what ESC D32 encompasses. He considers that the concern raised in Simon’s Taxes that ESC D32 does not apply if there is refinancing on incorporation is valid in that he thought that HMRC would not in fact apply ESC D32 in that scenario. He accepted that there has been considerable professional concern about this issue. He was aware of this issue and of the proposed update to CG65745 only from this case and not from his work. (e) He did not accept that the tax consequences of SIS are exactly the same as those of any other form of incorporation where ESC D32 is deployed. He said that was not necessarily the case as (a) in a “normal” case, it is not possible for an indemnity to be given regarding borrowings such as mortgages, and (b) hence an arrangement such as SIS is needed in order to benefit from ESC D32 for full IR to be obtained. When asked for the source of the view that incorporation “normally” involves a refinancing he said “that’s a general statement”. He confirmed that he/HMRC does not have any information about how often ESC D32 is deployed as against how often CGT is paid when there is a refinancing. He said that might be because not all of incorporations currently have to be included in tax returns, as IR is automatic (it does not have to be claimed by the taxpayer). It was put to him that in a response to a freedom of information request HMRC had said that they do not have that information. He said in effect that he formed this view from his review of the marketing material on P118’s and CBL’s websites: “in the Ultimate Tax Guide, it talks there about, usually, you would need to have to refinance, and the SIS arrangement is a mechanism by which - or an arrangement which prevents that from being required”. (f) He accepted that the reason for taking out the Bridging Loan under CAR is to provide a temporary liquidity to enable the User to remove already taxed capital and that they could have borrowed funds from a more conventional lender but it would have been more expensive. (g) He confirmed that it appears from the correspondence that his predecessor Mr Jackson had only identified an issue in relation to CAR in June 2020. He confirmed he had spoken to Mr Jackson in 2023 and Mr Jackson had said to him that he had concerns with SIS and CAR. (h) He clarified that an application for clearance dated 9 June 2017 in relation to CGT which relates to SIS and CAR only relates to the question of whether the partnership was a business for the purposes of IR, and that was only element of clearance that was given. Part C - Submissions and decision on description 5 Appellants’ general points[119]P118 submitted that:(1) This is an unusual case as the tribunal is being asked to apply the DOTAS legislation to arrangements that have been regarded as relatively routine, and which are remote from those that have previously come before the tribunal in DOTAS cases (such as mass marketed film schemes and other schemes in which artificial losses are created or “disguised remuneration” schemes). P118 and CBL promoted arrangements that were generally well known and understood. It is apparent from the letter of 29 August 2024 from the CIOT to HMRC that the CIOT plainly does not view the splitting of legal and beneficial ownership, as occurs under SIS/CAR, as an unusual or an abnormal or contrived step. P118 and CBL have simply refined relatively well-known and accepted procedures. The transactions given effect by the arrangements plainly effect real world economic change.(2) If HMRC are correct that description 5 applies there is a risk that any solicitor who uses in-house or commercially available precedents to draft just two partnership incorporations would run the risk of being caught by the DOTAS legislation. That simply cannot have been intended. In fact, it might be arguable that only one transaction might be required to satisfy the hallmark on the basis that there are two partners involved and hence two people have been approached to implement the arrangement.(3) The application of the DOTAS legislation can create massive penalties and have adverse effect on the promoter’s business; potential users of arrangements will, if they take competent advice, not go near arrangements that have an SRN due to the fear that their arrangements are either ineffective or that they willget enmeshed in years of litigation. Certainly, that has been P118’s experience of having been issued with an SRN (but there is no penalties issue here).(4) Moreover, if these arrangements are notifiable, there will be a lot of unnecessary DOTAS notifications. Many advisers would conclude that the routine incorporation of a business runs the risk of being notifiable, if they use standard-form documentation and would be mindful of the risk of extreme penalties. It is an unproductive exercise for people to have to consider DOTAS in straightforward transactions, simply because of the way in which HMRC have characterised their case.(5) Given those factors, the tribunal should err on the side of caution when deciding whether relatively routine and widely-known transactions are “notifiable arrangements”.[120]Mr Smith adopted Mr Akin’s submission and made the following general points:(1) This is not a situation where a structure has been brought in for the sole purpose of obtaining a tax advantage. SIS and CAR involve processes that have been well known and well understood for many years. A form of IR has been in place in different forms for over 50 years, as has ESC D32. The whole purpose of the legislative scheme for capital gains and SDLT is to allow businesses to move from one platform to another without there being artificial “dry” tax charges, where no cash is generated by the transaction to meet those tax liabilities.(2) It is noteworthy that underlying the GAAR legislation is a recognition that under the tax code, in many circumstances there are different courses of action that a taxpayer can quite properly choose between, and GAAR is carefully constructed to include a number of safeguards that ensure any reasonable choice of course of action is kept outside of the target area. For example, it says that a taxpayer may decide to carry on a trade as a sole trader or through a limited company whose shares the taxpayer owns, and for which the taxpayer works as an employee; such a choice is completely outside the target area of GAAR. Similarly, this is not a case where HMRC should be overly concerned that tax avoidance is intended.(3) From information obtained under a freedom of information requests, it seems that this is the only incorporation structure that HMRC has targeted in terms of DOTAS and the issuing of SRNs.(4) HMRC have not been taken by surprise by learning about these arrangements. They opened a number of compliance checks into the Users’ tax positions in respect of the arrangements many of which have been closed. Mr Jackson, Mr Edwards’ predecessor, looked at the arrangements, he was concerned only about the bridging finance process, and that correspondence petered out in 2021. There is no particular reason why HMRC should suddenly have become interested in this in the context of DOTAS, other than concern about by social media pressure. The tax outcomes for SIS are no different from the generality of incorporations with the only difference being the application of the concession ESC D32 (as set out below). The CIOT correspondence is highly relevant. SIS is not engaged abnormally or abusively and should not be a matter of concern to HMRC.[121]Many of the appellant’s general submissions are underpinned by the view that it is relevant whether or not the arrangements amount to “tax avoidance” and/or that the tribunal should have regard to the prior conduct of HMRC (in particular, of Mr Edwards in making the decision) and take account of policy considerations. However, these are not matters which, as independent principles, have a bearing on the matter for decision by the tribunal, namely, whether, as a matter of law, the arrangements constitute “notifiable arrangements”. As HMRC submitted, in Hyrax, the tribunal rejected the promoter’s argument that HMRC needed to show that the arrangements in question constituted tax avoidance in order to be notifiable arrangements as well as establishing that the relevant statutory requirements were met (see [161] of Hyrax). Similarly, here the tribunal must simply assess whether the relevant statutory tests are met. However, of course the tribunal must interpret the legislation in question purposively in the context of the overall scheme of the DOTAS rules. In broad terms those rules are designed to ensure that certain structures and transactions are brought to HMRC’s attention to enable HMRC to take action to protect the public revenue where necessary and to make taxpayers aware that HMRC may have concerns about them. Given that aim and the title of the rules, it is reasonable to suppose that, in a general sense, the legislature’s concern is with arrangements which have a tax avoidance element albeit that there is no specific rule to that effect. Para 10(1)[122]As set out in Part A, the requirements of para 10(1) are satisfied. Para 10(2) – standardised tests Submissions[123]It was common ground that the “informed observer” by which various tests in para 10(2) must be assessed, is objective (see The Queen (on the application of Root2 Tax Limited) v First-tier Tribunal (Tax Chamber) and HMRC [2018] EWHC 1254 (Admin.) at [11]). The parties also considered (to varying extents) that HMRC’s DOTAS guidance (“the DOTAS guidance”) is of some relevance. In this, HMRC state that “the informed observer is assumed to have the appropriate knowledge and skill set to reach the conclusions that the [description] requires”: the informed observer(a) is independent;(b) has all relevant information, including all of the information available to the promoter;(c) has sufficient knowledge and skills to understand the arrangements; and(d) takes into account all relevant circumstances, which may include (i) “commercial factors such as what commercial benefits distinct from the tax advantages are expected to arise from the arrangements”; (ii) “the terms of the documentation and the substance of the product”; and (iii) HMRC’s guidance (see para 5.5.4 of the DOTAS guidance).[124]HMRC dispute the level of importance which the appellants accord to certain aspects of the DOTAS guidance. The appellants submitted that whilst the DOTAS guidance does not have the force of law, there is an expectation that HMRC will adhere to it in application and enforcement of the DOTAS regime and will not depart (or be allowed to depart) from it unless there are compelling reasons for selective application of it (which in their view there are not). In their view, in addition to the passage referred to above, the following comments are of particular relevance to the standardised tests: (1) The statement at 5.5.2 that a standardised product:
“..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.)
(3) Mr Edwards suggests in his evidence that this part of the guidance relates only to professional work done or advice given at the stage of modifying the templated documents. This is an unsustainable position under the guidance. HMRC’s case that SIS is a standardised tax product is only sustainable if these cited passages of guidance are disregarded wholesale. If this is their argument the purpose of the guidance is unclear.[125]P118 made the following main points:(1) The fundamental characteristic of schemes covered by this description is how easily the same or similar arrangements can be made available to multiple users as is apparent from the DOTAS guidance. The evidence, in particular, that of Mr Caravello and Dr Helmi, shows that the circumstances of Users of both SIS and CAR were taken into account and that the documentation used to implement the arrangements was adapted in material respects. The precise circumstances of each business, including its assets and liabilities, together with the share structure to be adopted within NewCo, had to be considered and the documentation adapted to reflect it.(2) The adaptations made to the documentation that effect SIS and CAR are qualitatively different from the kind seen in HMRC v Premiere Picture Limited [2021] UKFTT 58 (TC)13 (“Premiere Picture”) at [61] to [63] where the documentation was only varied to reflect inessential differences between different scheme users:
“[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...”
. Similar findings were made in HMRC v Hyrax Resourcing [2019] UKFTT 175 (TC) (“Hyrax”) (see [88] to [92] of that decision). This is not the same as the situation in Opus Bestpay [2020] UKFTT 408 (TC) where the tribunal said this, at [51]:
“….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.”
In this case, the transaction documents could change and did change depending upon circumstances. The transactions constituting SIS and CAR had to be considered in each case in the context of the clients’ businesses to cater for the possible variations in facts and necessary consequent changes in the form that the transactions had to take and that such changes could and did take place. This contrasts with Hyrax and Premiere Pictures where adaptation of form to customers’ needs was minimal (3) Further, there is clear evidence of the provision of “significant additional professional advice and services.” This is apparent, for example, from the client care letter from ELS Legal exhibited by Mr Alexander indicating a fee of £25,400 plus VAT for advising on incorporating a partnership on a proposed Bridging Loan and the witness evidence of Mr Dominguez, Mr Greenland, Mr Price, Mr Panchal, Mr Ward, Ms O’Dell, Mr Rose, Mr Jones and Mr Close. (4) The informed observer would not be expected to conclude that the substance of the SIS and CAR arrangements does not need to be tailored to a material extent to enable a person to implement the arrangements. The evidence of Dr Helmi illustrates the issues that had to be taken into consideration before documents could be produced for each client and the VAT clause is a highly material change. Further, it is clear from the evidence of Mr Abbott that SIS arrangements were substantially modified in that his mortgages with Paragon Bank were novated in favour of the transferee company rather than being subjected to the agency arrangements and, in addition, the properties that were subject to mortgages with Paragon Bank were not brought within the trust arrangements. The evidence of Mrs Brown is another illustration of substantial modification of the arrangements because all of the properties held within her partnership business were unmortgaged. (5) For similar reasons as already set out, the informed observer would not be expected to conclude that the arrangements are standardised or substantially standardised in form. Again, the evidence of Mr Caravello, Dr Helmi and Mr Abbot is relevant.[126]CBL adopted P118’s submissions and added that:(1) Mr Edwards adopted entirely the wrong approach to this test, in particular, as regards the relevance of the DOTAS guidance. Looking at that guidance with an open mind, it is obvious that the standardised requirements tests are not met for the reasons set out above. It is not simply a matter of adding personal details to a template. Advice on a range of matters is required, as set out by Dr Helmi. CB’s barristers also provided advice and services after implementation.(2) It is material that HMRC resiled from its case on the “premium fee” hallmark as regards SIS. The appellant argued that hallmark does not apply as it takes around 15 to 25 hours of professional work by the appellants to decide all of the issues that are necessary to advise a client to go ahead to move their business into a company structure. It does not take 15 to 25 hours to fill in names and addresses and a list of properties. In dropping their argument that this hallmark applies, HMRC accept, therefore, that this is not a case where the appellants simply populate the documents, print them off and send them to a client.(3) In any event the appellants’ interpretation of the standardised tests is consistent with the tenor of the DOTAS guidance and the letter of the Regulations. The tenor of the guidance is to include only “off the shelf” or “shrink wrapped” type finished products as standardised tax products, which can be readily acquired and implemented with no prior preparation or pre-qualification. When a client presents their case to the appellants, the work that is done for the client begins with a blank sheet. Considerable professional work is carried out before there can be any implementation of SIS and often results in advising against implementation. The eligibility of the client for SIS is fact-specific and not automatic. There is considerable due diligence required before any client can be advised that not only is incorporation the right step commercially, but also one where they would qualify for the tax reliefs that apply. That requires an assessment of matters such as whether there is truly a partnership where SDLT is a concern and/or are they truly a business which is a fact-specific and nuanced test which must be considered with great care. It is notable that of those clients who approached P118 to consider incorporation, only 13% (about one in eight) went ahead. The substance of the documentation, namely the blank sheet, needs to be tailored, to a material extent, to enable a person to implement the arrangements, and to implement them only when that person (the client) is advised that it is appropriate to proceed.[127]HMRC submitted that:(1) The tribunal should follow the approach taken to these requirements (albeit in relation to an earlier incarnation of para 10 of the Regulations) in HMRC v AML Tax (UK) Limited [2022] UKFTT 114 (TC) (“AML”) (see [113] to [125]), and Hyrax: (a) It is clear from Hyrax for the purposes of this test, differences between details such as names and amounts fall to be disregarded (see [234]). (b) Similarly, in AML the tribunal explained that it is necessary to focus on the “form” of the relevant transaction documents. Differences in details such as dates and amounts do not mean that the “form” of the transactions is not standardised (see [118]). (c) AML also establishes that it is necessary to focus on the core arrangements in question. In that case there was a core set of standardised documents, but in some cases, users could add another element as well and the tribunal held that that did not matter (see [119] and [122]). In this case, clearly there are other elements which could be used like a “smart” FIC structure but they are not part of the core arrangements. In this case the key “relevant circumstances” that the informed observer would take into account are the relevant evidence, together with the legal backdrop, including the relevant tax provisions. HMRC’s published guidance including the DOTAS guidance, could potentially form part of the relevant circumstances but caution is required. The appellants fasten upon 5.5.2 and give one sentence of the DOTAS guidance, shorn of its context, precedence over the actual legislation. The tribunal must focus on the requirements of the actual legislation. The guidance is not written like a statute. Read fairly, and as a whole, it is clear that the reference to significant additional professional advice or services is to the work which needs to be done on the transaction documents themselves, not preparatory work. Similarly, read fairly, para 5.5.10 of the DOTAS guidance is not saying that wherever there is an in-depth consultation process before a person undertakes the arrangements in question, this hallmark does not apply.(2) In any event, ultimately the DOTAS guidance is just guidance and the tribunal must focus on the legislation. Checking whether the arrangements were suitable for a particular client may well have been detailed and lengthy, and further work may have been required after the arrangements were implemented, but none of that is relevant to the question of whether the standardisation tests are met. The legislation focuses on whether the documents are standardised, and whether they need to be tailored. There might be lots of work which goes into deciding whether to go into the transaction, but that is not the question asked by the legislation.(3) In fact, once a User has decided to go into the transactions, it is essentially simply a matter of filling in the blanks in the templates. The resulting SIS documents are identical except as regards the names of the parties, dates, schedules of properties and liabilities, and details of shares. They obviously reflect the circumstances of the particular client or clients who were implementing the arrangements but those details all fall into that Hyrax-type category. The fact that typing out the client-specific details might occupy quite a lot of space on a page does not mean that the documents are not substantially standardised.(4) The inclusion of wording relating to VAT, which might have been necessary in a particular case, does not prevent the documents being substantially standardised. That is one clause amongst many. It appears to have been included because perhaps there was some commercial property in that particular portfolio, but it does not have any substantive impact on the operation of the arrangements. It does not prevent the documents being at least substantially standardised and does not constitute material tailoring, and it does not prevent the transactions being substantially standardised in form. In any event the tribunal can simply ignore that set of transaction documents containing the VAT clause.[128]In reply, Mr Akin added that it makes no sense that HMRC accepts that the DOTAS guidance, in particular, para 5.5.2, can be part of the relevant circumstances in para 10(2) but then asserts that the reference to receiving significant additional, professional advice or services is shorn of its context. There is evidence in the bundle of significant work done in preparation and Mr Edwards acknowledged that there may be a requirement for a taxpayer to use advisers such as surveyors and valuers. HMRC downplay the significance of the property details which go into the SPAs; they are a much more substantial element than just names, dates and amounts. The comments on the VAT provision are mere assertion. The inclusion of such a provision is material tailoring of the documents required for anybody who has property which is subject to VAT. Decision on tests in para 10(2) of the Regulations – standardised tests[129]To recap the first question is whether the informed observer, having studied the arrangements and having regard to all relevant circumstances, could reasonably be expected to conclude that (a) under para 10(2) (a) the arrangements have “standardised documentation”, or “substantially standardised documentation…”, “the purpose of which is to enable a person to implement the arrangements” (under para 10(2)(a)(i)), and “the substance of which does not need to be tailored, to any material extent, to enable a person to implement the arrangements” (under para 10(2)(a)(iii)).[130]In our view, on the plain, natural meaning and overall construction of para 10(2), this raises two separate but interlinked questions:(1) the tribunal must determine, in the usual way, the legal meaning of the statutory tests which the informed observer must be taken to consider and the correct interpretation of the informed observer test itself, and(2) the tribunal must determine whether, as these tests are correctly to be applied as a matter of law, the informed observer could reasonably be expected to conclude that the standardised tests, as they are correctly to be applied as a legal matter, are in fact met.[131]On the plain, natural meaning of the terms, having regard to their immediate context in para 10 and the wider context of the scheme of the DOTAS rules, our view is that:(1) In para 10(2)(a), the “arrangements” must mean the arrangements falling within the immediately preceding provision in para 10(1) - those which a promoter “makes available for implementation by more than one person”.(2) Those arrangements “have standardised documentation” or “have substantially standardised documentation” if the documentation relating to those arrangements, the purpose of which is to enable a person to implement the arrangements (under the immediately following provision in para 10(1)(a)(i)), is conformed (or to a substantial or large extent) conformed - in the sense that the documentation (by implication made available to the persons to whom the arrangements are made available) contains only the same essential terms and features.(3) The “substance” of such documentation “does not need to be tailored, to any material extent, to enable a person to implement the arrangements” if its substantive, operative terms do not need to be modified, varied adapted or changed to any material extent to enable a person actually to implement the arrangements. In other words, the essential terms and character of such documentation is such that it does not require anything material to be done to it to enable any particular person to avail himself of the arrangements through using it.[132]We consider that,(1) the informed observer must be taken to be cognisant of all “relevant circumstances” relating to the arrangements, which are sufficient to enable him to assess whether the tests in question are met, on their correct legal interpretation, on the assumption that he has the appropriate skills and knowledge to make such an assessment, and(2) in the context of the standardised tests, as interpreted as set out above, the relevant circumstances therefore comprise the transaction documents and knowledge of the circumstances surrounding their execution and implementation.[133]In our view, the “relevant circumstances” plainly do not include the DOTAS guidance. It is clear that the DOTAS guidance is not law and, accordingly, as a general matter does not inform, as a matter of statutory interpretation, the correct legal meaning of the informed observer test or the standardised tests. It simply sets out HMRC’s own view of what these tests mean. Moreover, it would be very surprising if the legislature intended, as is the effect of the appellants’ arguments, to render the determination of whether arrangements are “notifiable arrangements” dependent on the views of HMRC. Indeed, it would give the highly odd result that the outcome of these appeal proceedings would depend in part on the tribunal’s interpretation of the published views of the very government body whose decision is being appealed. We would expect the legislature to have used clear wording if this was intended to be the case.[134]The informed observer, with the knowledge and attributes set out above could reasonably be expected to conclude that(1) the documentation relating to the arrangements made available to one or more Users under SIS and CAR, the purpose of which is to enable a User to implement those arrangements, is to a high degree in conformity as it contains the same essential terms and features, and(2) the substantive, operative provisions of that documentation do not need to be modified, adapted varied or changed, to any material extent, to enable any person to implement SIS or CAR. In order to implement the arrangements a User has to execute (with the relevant counterparties) the four or five transaction documents in exactly their templated form simply with the details specific to them inserted. The available evidence demonstrates that is what happened in practice.[135]We accept the appellants’ evidence set out in Part B, as supported by the evidence of some of the individual witnesses set out in Part F, that considerable work went into determining the details to be inserted into the transaction documents (namely the User’s personal details, details of the properties and of any related existing debt, details of the numbers and classes of shares issued and of the share premium attributable to them, the amount of the Bridging Loan and related NewCo Loan), that there is significant work involved in determining if SIS and/or CAR is suitable for use by a particular User, a range of advisers were often involved in advising on the underlying transactions and significant follow up advice and work may be required. However, we consider that this is not material to the standardised tests. The clear focus of these particular tests is, as described above, on the terms and substance of the documentation implementing the arrangements. The appellants also put some emphasis on the fact that one of the relevant documents contained a VAT provision which it is reasonable to suppose was included due to the particular transaction including a commercial property. In our view, the inclusion of an additional provision of that type does not constitute tailoring of the substance of, in terms of the substantive/operative provisions in, the documents to a material extent. The main substantive provisions, by which the arrangements are given effect as intended, are unaffected by the inclusion of such a provision.[136]For similar reasons, we have concluded that, for the purposes of para 10(2)(c) an informed observer could reasonably be expected to conclude that “the transaction or series of transactions is standardised, or substantially standardised, in form”. Viewed in context, we take this provision to require that the transaction or series of transactions which is effected under standardised or substantially standardised documentation which is made available to/entered into by more than one person, is the same or, to a high degree, the same as regards the structure and shape of the transactions or the series of transactions. That is plainly the case.

(a) (i) and (ii)

[137]As noted, it is accepted that assuming the arrangements have standardised or substantially standardised documentation, the test in paras 10(2)(a)(i) and (ii) are met as regards SIS. P118 submitted that the test in para 10(2)(a)(ii) of the Regulations is not met in relation to CAR on the basis that the informed observer could not reasonably be expected to conclude that the form of the relevant standardised documentation, namely, the Facility Agreement, was not determined by the promoter: in its view, the form of that agreement “was latterly determined by an external private lender who is clearly not a promoter”. HMRC’s main argument is that:(1) P118 and/or CBL, both of which are promoters in relation to CAR, determined the form of the Facility Agreement (including in the sense discussed in Hyrax at para [246]). P118 did so in the sense that it discussed the relevant requirements of the Facility Agreement with the lender. Mr Alexander explained that P118 provided Mr Bhattacharya with examples of facility agreements which had been used elsewhere and the Facility Agreement was based on those examples. In Hyrax, the tribunal took the view that if a person drafts documents on the instructions of the promoter, then the promoter is taken to have determined the form of the documents. Similarly here, P118, effectively, perhaps in conjunction with Mr Battycharya, told the lender what was needed in terms of the facility agreement.(2) Moreover, even if P118 is right on this point, it is not necessary that the form of all of the CAR transaction documents is determined by the promoter. It is sufficient that the form of the SIS transaction documents was determined by a person accepted to be a promoter.[138]P118 responded that the fact that Mr Alexander/P118 had provided one or more examples of financing agreements for the consideration of Mr Bhattacharya/the Bridging Lender does not mean that P118 determined the form of the Facility Agreement that was used. It was open to the lender to accept or reject those terms or use its own document.[139]We consider that(1) viewing this test in the context of the immediately preceding tests, it requires that the promoter determines the “form”, in the sense of the essential structure and shape of the relevant document as required for it to play its role in the overall scheme of the documentation required to implement the arrangements, and(2) it is plain from the evidence (and is not disputed) that CBL/P118 determined the overall structure and shape of all the other transaction documents required to implement CAR (namely, the SIS documents), and(3) whilst P118 and CBL may not have determined the exact terms of the Facility Agreement, they plainly determined its essential structure and shape, as a short term Bridging Loan which was to be repaid within a day. The fact that the lender/Mr Bhattacharya may have drafted the precise terms to the required specifications is immaterial.[140]It is not necessary, therefore, for us to consider HMRC’s secondary argument that if the Bridging Lender is taken to be the party which determined the form of the Facility Agreement, this test is nevertheless satisfied as it is a promoter in relation to CAR. However, as the point was argued, we have dealt with it briefly:(1) We do not consider that, as HMRC submitted, the Bridging Lender carried on a “relevant business” as required for it to be a promoter. HMRC submitted that the Bridging Lender’s trade “includes the provision to other persons of services relating to taxation” (see s 307(1)(b) and (2)(a)). HMRC noted that in HMRC v Curzon Capital Limited [2019] UKFTT 63; [2019] SFTD 506 the tribunal said that this requires a consideration of the nature of the person’s “overall” business, “rather than the nature of the specific activities which took place”: and that: the phrase “services relating to taxation” is “sufficiently broad to cover the activity of administering a tax avoidance scheme, even when doing so without any clear knowledge of the detailed way in which it is intended to work” (see [90] and [91]). In HMRC’s view this requirement is satisfied as the Bridging Lender’s “overall” business included the provision of services relating to taxation in that a significant part of its business involved providing Bridging Loans in connection with CAR, which themselves clearly “relate” to taxation (see the description of them in the marketing materials as “tax planning loans”). In this case there is no evidence that the Bridging Lender’s overall business was anything other than providing finance on a commercial basis.(2) If we are wrong in that conclusion, we do not accept HMRC’s submission that in the course of any relevant business, the Bridging Lender was “to any extent responsible” for either the “design” of the arrangements or their “organisation or management” (see s 307(1)(b)). HMRC submitted that the financier appears to have been responsible for the design of CAR at least to some extent in that it must have approved the form of the Facility Agreement and was to some extent responsible for the “organisation or management” of CAR – it provided a Facility Agreement and organised the cash flows to do with financing. However, there is no evidence that the Bridging Lender did anything other than simply provide finance. It was not responsible for the design of CAR and the lending and receiving repayment of funds does not constitute the “organisation or management” of the Bridging Loan element of the arrangements. As the appellant submitted, this case contrasts with that in Premiere Picture in which the tribunal found (at [63(2)]) that all of the documents implementing the arrangements (which included limited recourse loans) were in a form determined by the promoter. Para 10(2)(b)[141]P118 disputes that the informed observer could reasonably be expected to conclude that “a person implementing the arrangements must enter into a specific transaction or series of transactions”: see para 10(2)(b) of the Regulations. In Hyrax the tribunal explained that the word “must” means that “it needs to be shown that the implementation of the scheme was only possible by the scheme user entering into a specific transaction or series of transactions” (see [252]). In our view, this requirement is met. As HMRC submitted, it is clear that the implementation of both sets of the arrangements requires (at least) the SIS transaction documents described above to be entered into. Accordingly, the hypothetical informed observer could reasonably be expected to reach this conclusion.[142]We do not accept P118’s stance that the test is not met on the basis that(1) the evidence demonstrates that SIS/CAR is flexible to the extent that at least one User of SIS was not required to enter into any form of trust arrangement and another was not required to enter into an agency arrangement, and(2) the informed observer’s likely conclusion would be that the transactions to be entered into were capable of variation depending on the attributes of the individual. As HMRC submitted, the point is that in the situations P118 refers to, the relevant User has not actually implemented SIS/CAR as he has not implemented one of its essential or core elements.

(d) – main purpose test and but for test Submissions

[143]As regards the requirements of para 10(2)(d) of the Regulations, HMRC submitted that the key points are as follows:(1) As explained in Premiere Picture (at [65]), the tribunal is required to consider (from the perspective of the informed observer): (a) whether the arrangements give rise to a “tax advantage” for a participant, and (b) whether obtaining that advantage is the “main purpose” of the arrangements. That decision also confirms (see [66]) that the expression “tax advantage” is as defined in s 318(1) (see Part A).(2) Arguably an element of comparison (between two situations) is implicit in the concept of an “advantage” (see AML at [81]). In some cases, it is appropriate to compare the position which the taxpayer is left in under the scheme in question with the position he would have been in had he undertaken an economically similar comparator transaction. That was the analysis adopted in Hyrax, at [198] to [200]; the tribunal compared the tax position of a person in receipt of salary with that of a person who received sums under the remuneration scheme under consideration. However, it is clear that such a comparison is not always necessary. In Premiere Picture the tribunal held, at [73], that it is “perfectly possible for a taxpayer to obtain a tax advantage from entering into a transaction where the taxpayer’s tax position as a result of so doing is more favourable than that in which it would have been had the taxpayer done nothing”. The arrangements in that case related to enabling investors to claim sideways loss relief under a film scheme. Hence, the concept of an advantage in relation to tax encompasses a situation where the arrangements puts a person in a better position than he would have been in if he had done nothing. The advantage does not need to be the same across every implementation of the arrangements. If the arrangements can generate one type of tax advantage for a user who's in a particular situation and a different kind of tax advantage for person in a different position, the arrangements enable or might be expected to enable a person to obtain an advantage.(3) In ascertaining the main purpose of the relevant arrangements, the subjective evidence of users is not irrelevant, but the tribunal must consider the wider circumstances (see Premier Pictures at [80]). A similar approach was taken by the Upper Tribunal in The Tower One St. George Wharf Limited v. HMRC [2024] UKUT 373 (TCC); [2024] STC 2045 albeit in a different context (as regards a “main purpose” test in para 2(4A) of Schedule 16 of the Finance Act 2003). That approach is consistent with the requirement that the tribunal must consider whether this test is satisfied from the perspective of the “informed observer”, who would naturally focus on circumstances beyond any particular taxpayer’s subjective intentions. The arrangements must be considered as a whole in assessing their “main purpose”. The “wider circumstances” include the marketing materials, which show how the arrangements were promoted to people and the tax landscape.(4) Applying the correct approach, having regard to all relevant factors, an informed observer would conclude that main purpose of SIS and CAR is to enable Users (in association with NewCo) to obtain the tax benefits (being the undisputed tax consequences of the arrangements we have set out in Part A). Some of these tax advantages could, as the appellants submit, be obtained on a normal incorporation. However, there is no requirement for arrangements to be abusive to involve tax avoidance for the relevant rules to apply. In any event SIS and CAR supposedly generate advantages beyond those of a normal incorporation. A normal incorporation would, or at least might, jeopardise the availability of IR because NewCo would necessarily provide consideration other than shares (1) due to the need to refinance the Users’ existing mortgages, and (2) due to the User’s capital account being converted into a director’s loan account on incorporation. SIS is structured to avoid the need for any refinancing and the Bridging Loan element of CAR avoids the scenario in (2), thereby, on the appellants’ analysis, enabling Users to obtain full IR.(5) On the evidence: (a) Whilst almost all the witnesses downplayed the importance of the tax benefits in their decision to use the arrangements (as they had been told to (see Part F)), many of them ultimately accepted that tax was an important consideration. Mr Alexander accepted that in the materials he was taken to the tax advantages were presented as a benefit or a key benefit of incorporation, at least in the circumstances of the relevant clients (see also the evidence of Mrs Harris and Mr Jones). (b) In any event, the tribunal should rely principally on the relatively few available contemporaneous documents, in particular, the marketing documents. On any fair reading these documents identify tax advantages as the reasons why someone might want to use SIS or CAR. The tribunal must make its decision by reference to the material which is before it. The appellants have had every opportunity to put any other material they wanted to before the tribunal. (c) It is notable that arrangements were, for the most part, implemented as section 24 was coming into effect and making seismic changes to the economics of property businesses. That is important contextual information which supports the fact that the main purpose of the arrangements was to enable people to obtain tax advantages. (d) The “commercial” reasons put forward by the witnesses for using SIS and CAR do not bear scrutiny. We have addressed the points made on this in our conclusions.(6) While it is accepted that the arrangements are intended to avoid the need for Users to obtain the consent of a lender to the purported transfer of a letting business, this is fundamentally secondary. The “main” purpose of the arrangements is to enable the various tax benefits discussed above (or some of them) to be obtained.[144]P118 made the following main submissions:(1) Identifying the purpose or purposes of the arrangements was considered in the context of s 74ZA(3) Income Tax Act 2007 by Nugee J in the Upper Tribunal in Seven Individuals v HMRC [2017] UKUT 132 (TCC). He held that it was not necessary for him to draw any conclusion on the appropriate test (see [107]) so that his comments are obiter. However, he indicated (at [104]) that in cases that involved considering whether the main purpose, or one of the main purposes of the arrangements, is the obtaining of reduction in tax liability by means of sideways loss relief, it would be surprising if one is required to look at the intentions, motives or purposes of the individual taxpayer alone without regard to the wider context of why the arrangements took the form they did, how those who devised the arrangements hoped they would work, and the way in which they were promoted to potential participants.(2) There is overwhelming evidence to the effect that both SIS and CAR were intended, both by participants and by P118, to fulfil a number of significant purposes as accords with the evidence in the OTS report. The witnesses were clear that the obtaining of a tax advantage was not their main purpose, and the tribunal should conclude that the informed observer, based on that evidence, would take the same view. P118 relies on the evidence of all of the witnesses but in particular draws attention to the evidence of Ms Brown, Mrs Prescott, Ms Breakell and Mr Holmes Rogers. We have incorporated the further submissions on the facts where relevant in our decision below.(3) The uncertainties surrounding the interpretation of ESC D32 have been well known for a long time. In that light, there is something inherently suspect about HMRC treating the mandatory effect of s 162, or relief under the concession, as a tax advantage. Similarly, there is something inherently suspect in treating steps taken with the intention of preserving financial benefits under existing mortgages and the securing of access to previously-taxed funds under CAR, as leading to tax advantages. Moreover, as regards CAR, it is also notable that Simon’s Taxes, at B9.112.8 advises business owners to withdraw capital from an unincorporated business prior to incorporation.(4) It should be noted that para 10(2)(d) applies to the arrangements in question as a whole – it does not apply to individual elements of the arrangements. The only reasonable conclusion that the informed observer could reach here based on the totality of the evidence is that the obtaining of a tax advantage is not the main purpose of the arrangements.[145]CBL adopted P118’s submissions and added the following comments:(1) The OTS report is important evidence. It was produced under the directorship of Mr Bill Dodwell who is now a non-executive Director of HMRC. This was a detailed evidence-based review from an independent Government body. It identifies the same or similar factors to those set out by the individual witnesses as reasons for incorporation. There is nothing in the SIS structure that is not common across all the other providers of incorporation.The OTS report does not refer to the absence of the need to refinance at the point of incorporation that is a feature of SIS. However, as the evidence shows that does not purely have a tax advantage. The OTS report also comments on the tax pros and cons of incorporation and observes that there are two layers of tax in a corporate structure which were found to be tax-based disincentives to incorporation. The weight of the evidence is overwhelming that there is no single main purpose for incorporation. There are a range of factors in play. They are fact-sensitive, client by client.(2) Mr Edwards was not an impressive witness. He had given no consideration to the tax or non-tax motivations for incorporation in real-world situations. He had no direct experience of dealing with persons considering incorporation. All he considered was the limited range of transaction documents and materials from the relevant websites. He failed to take into account the OTS report.(3) CBL does not accept that the only main purpose in using SIS is tax advantage, and/or that that is the case in any incorporation. SIS does not provide any tax advantage that is not available elsewhere. Mr Edwards said in his evidence that “there are non-tax driven and commercial benefits of entering into the SIS arrangements however these could either be achieved through a straightforward incorporation…without the additional agreements meaning the only reason for using the SIS arrangements is to obtain the benefit of the expected tax advantages.” The additional features of SIS are designed to allow liabilities to be taken over, to preserve advantageous financing terms, and to prevent the need to refinance at the point of incorporation. There are several ways of achieving the identical tax and commercial advantages, as set out in the revised ESC D32 guidance. SIS is not the only possible route to achieving tax benefits not otherwise available. Moreover, on the points HMRC make about refinancing and IR: (a) It is notable that HMRC has prepared new guidance on ESC D32 which is expected to be published as an update to CG65745. The current version has caused some uncertainty amongst some advisers as the CIOT correspondence shows. This new guidance makes it plain that HMRC consider that where there is a refinancing, IR will be denied. Common sense suggests that situation would rarely, if ever, be encountered in practice given the terms of ESC D32. (b) Nevertheless, that situation is treated by HMRC as one of the two species of “straightforward” or “normal” incorporation (the other being where the property business has no liabilities to take over). Moreover, HMRC has no data on the use of ESC D32 in property business or other incorporations, nor on the number of incorporations where CGT is paid on consideration comprising new financing. (c) HMRC accept that use of ESC D32 is not abnormal or questionable or indicative of a tax avoidance. It is difficult to see how HMRC can then say that if persons rely on it they are carrying out tax avoidance. (d) It is apparent from the CIOT correspondence that SIS is not the only method to engage ESC D32, and it is not engaged abnormally or abusively. SIS provides the same commercial non-tax benefits as all other methods of incorporation as set out in the OTS report.(4) As regards CAR: (a) Whilst it is accepted that the Bridging Loan element has a main purpose of enabling a User to obtain a tax advantage, that is not the single main purpose. The other main purpose relates to the capitalisation of NewCo post-incorporation. When a business starts as a partnership or sole trade it will be capitalised by debt and/or capital introduced by the founders. The same applies if the business begins as a company, where debt and directors’ loans are used in addition to subscription shares. There is no issue with the extraction of such directors’ loans, but there are different considerations for unincorporated businesses. (b) A business may take out substitute funding by loan for the purpose of enabling the withdrawal of owner’s capital as set out in BIM45700 and as Mr Alexander explained. As these funds necessarily represent post-tax funds introduced by the owners, they are correctly not subject to any further taxation on extraction. (c) Section 162 TCGA and ESC D32 as interpreted in the current version of CG65745 do not allow for owners’ capital to be simply transferred from a sum owed by the unincorporated business to the owner into a sum owed by the company to the director. That would result in a restriction on IR on incorporation. Hence, it is necessary for the owners of the business to liquidate their capital and draw it down before incorporation and then reintroduce those funds to the company if they wish to maintain the same level of financial gearing. If there was a statutory provision or ESC allowing owners’ capital to be treated as a business liability on incorporation these steps would not be needed. (d) The desirability of doing this as a commercial step prior to incorporation is set out in Simon’s Taxes at B9.111. It is implicit that this can be done by use of substitute funding as envisaged in BIM45700. No time limit or method is prescribed, so long as the capital is extracted prior to incorporation. “Extraction of capital” means that the substitute funding is in place prior to the incorporation to allow ESC D32 to apply to the liability to repay it. (e) If the business owners do not take out such substitute financing before incorporation, on incorporation the share premium account would be inflated by the value of the owners’ capital left unextracted; the value would be “locked into the value of the shares” as stated in Simons Taxes. This value is mostly embedded in illiquid property assets, not in cash. In that case, the value would no longer provide the working capital envisaged by BIM45700 and thus would adversely affect the liquidity of the business. There are statutory limits on how the share premium account value can be unlocked and deployed. Principally, the value of this share premium account belongs to the shareholders, not the company. This shows that there is a main non-tax purpose for CAR.[146]As regards the second limb of para 10(2)(d) P118 submitted that the informed observer could not reasonably be expected to conclude that the arrangements “would be unlikely to be entered into but for the expectation of obtaining a tax advantage”:(1) As with the first limb, it is the arrangements as a whole that must be considered. Again, the evidence shows that there were numerous reasons for entering into both SIS and CAR that were unrelated to any tax advantage, implying that the lack of an expectation of obtaining a tax advantage would not have deterred individuals from entering into the arrangements.(2) By way of example, the longer term consequences of the SIS arrangements are that profits extracted from Newco by way of dividend will be taxed at company level and then, on extraction, at individual level, narrowing the immediate advantage resulting from the lower level of tax levied on Newco’s income and Newco’s ability to obtain a full interest deduction (see para 3.60 of the OTS report). This makes it far more likely that the absence of that immediate advantage would not have deterred an individual from entering into those arrangements. In addition, there is evidence from Mr Bhullar of the payment of CGT on incorporation and that at least one pre-incorporation partnership was comprised of basic rate taxpayers only indicating again that the absence of an expectation of a tax advantage would not have deterred individuals from entering into the arrangements.[147]HMRC submitted that the arrangements have features which would render them unattractive, but for the prospect of achieving the tax benefits. In particular, but for that prospect, it would be unlikely to be regarded as desirable (purportedly) to enter into such complex arrangements to transfer the beneficial ownership of properties to NewCo while leaving legal ownership and the liability for amounts due in respect of debts with the Users. Moreover, it is unlikely (at least) that a lender would welcome the discovery of such arrangements. Accordingly, in the absence of the tax advantages which the arrangements supposedly offer, it is unlikely that they would be entered into. Mr Rose, in particular, was candid in explaining that his firm dealt with so many of the Users because his firm was willing to take on, as he put it, these esoteric cases, where others were not. Moreover, CAR involved the rapid circulation of money through various accounts, all sort of hermetically sealed. This served no real-world purpose at all save in relation to tax. There is simply no reason that anyone would have done that but for the tax advantage. The appellants have suggested that in the absence of CAR, there might have been a lack of distributable reserves, which would mean that NewCo could not pay a dividend immediately after incorporation. HMRC do not understand that because as soon as any income comes into NewCo, there would be some profit which could distributed.[148]P118’s comments in reply included that(1) lay users of legal documents do not need to concern themselves with the complexity of transactions, so long as the end result works. People would not be put off simply because legal documents are complex; many lay people find all legal documents complex, and(2) the Bridging Loan does secure a real purpose apart from tax. It liberates funds that would otherwise be locked into NewCo’s share premium account. Liberating a share premium account is not a straightforward transaction. It requires a considerable amount of effort under the Companies Act. Conclusions on application of the main purpose test as regards SIS[149]We have concluded that the main purpose test is not met as regards SIS or CAR. We consider first the position relating to SIS.[150]The first question is whether the informed observer could reasonably be expected to conclude that the arrangements comprising SIS enable a person to obtain a tax advantage. It is common ground that(a) for this purpose, the term “tax advantage” had the same meaning as in s 318, and(b) the arrangements give rise to the various tax consequences set out in Part A. In our view, the term advantage, the definition of that term in s 318 and, the scheme of the operation of these provisions, suggest that the question of whether any particular tax consequences arising from arrangements constitute a tax advantage requires a comparison with another situation, a type of “base case”. In our view: (1) In the absence of any further legislative guidance, it seems that the comparator should be determined on a commonsense view of what is appropriate in the particular context of what, in overall terms, the arrangements under consideration are designed to achieve and having regard to the overall purpose of the DOTAS rules. (2) In these circumstances, the appropriate comparison is not, as HMRC submit, between an incorporation of Users’ property business using the particular features of SIS and that in which persons simply continue to carry on their business in partnership. Rather the natural comparison is with an established form of arrangements which would achieve an economically similar result to these arrangements (as was the approach taken in Hyrax): namely, an incorporation by the transfer of legal title and beneficial ownership of the relevant properties to NewCo, where any existing debt is dealt with in some way on incorporation (whether by novation or refinancing or otherwise) given that, as a commercial matter, it would have to be dealt with if such a transfer is to take place. (3) HMRC did not provide any substantive rationale for why, in their view, the tribunal should follow the different approach in Premier Picture. It seems to us that entirely different considerations apply as regards a film scheme of the type under consideration in that case. On their approach, any incorporation of a business would potentially fall within the ambit of these rules simply because, in a number of ways, the tax regime is significantly different for a company carrying on a business to that for an unincorporated business. Hence, such arrangements could be viewed as enabling a person to obtain a range of “tax advantages” albeit ones fully intended by Parliament and which HMRC have no power to alter or affect. A range of other conditions would need to be satisfied for these provisions to apply and, as noted, there is no overriding requirement that arrangements involve “tax avoidance”. However, on a purposive approach to the construction of these provisions, HMRC’s approach to determining whether these arrangements enable a person to obtain a “tax advantage” is out of kilter with the overall purpose of the DOTAS regime and the function of these particular rules with that regime. (4) We note CBL’s points that HMRC has not provided any basis for the view expressed by Mr Edwards that a refinancing is a normal or usual feature of incorporation. We accept that in fact existing mortgages may be dealt with in different ways on incorporation. However, in our view, as SIS is specifically designed to avoid a refinancing, the only sensible comparator must take account of the situation where there is such a refinancing (albeit that other methods of dealing with a mortgage may be used).[151]In summary, as explained in more detail below, we have concluded that, on that basis:(1) The informed observer could reasonably be expected to conclude that, comparing SIS with the type of incorporation we have referred to above, SIS enables a person to obtain a tax advantage in that it enables him to obtain IR in full which he may not be able to obtain if there was a refinancing.(2) The informed observer could not reasonably be expected to conclude that SIS enables a person to obtain any other “tax advantage” as the other tax consequences of the arrangements, which HMRC point to, are simply the consequences which flow from the incorporation of any property business using the legal steps that would typically be required.(3) The informed observer could not reasonably be expected to conclude that the main purpose of SIS is to obtain the IR tax benefit.[152]In any event, for the reasons set out below, even if HMRC’s approach to the appropriate comparison is adopted, such that SIS is viewed as enabling a person to obtain the full range of relevant tax benefits set out in Part A as tax advantages (by comparison with the position if the business is not incorporated), the informed observer could not reasonably be expected to conclude that the main purpose of SIS is to obtain any one or more of those tax benefits.[153]On the plain, natural meaning of the legislation,(1) the purpose test is an objective one, to be assessed through the prism of the eyes of the hypothetical observer by reference to all relevant circumstances which must include the evidence as to the intentions of the promoters, the Users and their advisers and the available contemporaneous documents, the structure and operation of the arrangements themselves and the legal, commercial and tax background, and(2) the tribunal/informed observer must make the required assessment of the purpose of the arrangements – as a whole, in their entirety. The tribunal/informed observer is concerned with the broader purpose of the whole arrangements and not simply that attributable to part of it. Therefore, the tribunal must consider the overall reasons for incorporation as well as for implementing it specifically to avoid a transfer of legal title of the relevant properties and a refinancing.[154]Overall, the witness evidence of Mr Alexander, Mr Caravello and Mr Hill (as set out in Part B and Part F) and, of the individual witnesses (as summarised below and set out in full in Part F)(1) reflects the findings in the independent OTS report that there are typically various tax and non-tax reasons weighing for and against incorporation, and(2) shows that Users had no single main purpose for incorporation. It is apparent from that report, the evidence of the appellants’ witnesses and simply from the operation of the tax system in this context that (a) incorporation of a property business is a major long-term significant step for any business owner with real world consequences as regards the success or otherwise of the business, and (b) a decision whether to incorporate involves a detailed analysis of many considerations and the importance of particular factors, whether tax or non-tax related, will vary according to a User’s or Users’ particular circumstances.[155]On all the evidence, the Users had two main reasons for incorporating using the particular features of SIS, namely, to obtain full IR and to avoid refinancing on incorporation for the non-tax reasons cited (as set out below). Again, the evidence amply demonstrates that the importance of each of these factors will vary according to the precise circumstances of the User or Users.[156]We heard evidence from the following persons who are advisers to Users who used SIS and/or CAR: Mr Jones, Mr Rose, Mr Close, Mr Revell, Mr Pateman and Mrs O’Dell. We have not attached any weight to the evidence of Mrs O’Dell as at the hearing it became apparent that she had no real recollection of the relevant events. The other witnesses were firm in their evidence that the main purpose of their clients in entering into the arrangements was a commercial purpose albeit that they each to some degree acknowledged that one or more of the tax benefits set out in Part A was a factor or an important factor:(1) Mr Jones, Mr Rose, Mr Close, Mr Revell and Mr Pateman all said their clients’ motivation for using SIS was or included the ability to delay refinancing for a number of reasons, such as the ability to refinance when more favourable mortgage terms may be available, to avoid early repayment charges on existing loans and/or to defer the cost and complexity to a more convenient time. Mr Revell said his client owned 33 properties and had mortgages with five different lenders, many of which agreements had early repayment charges, and if required to refinance, he estimated that these costs would have been in the region of £150,000 to £200,000, which does not account for any potential change in interest rates. Mr Pateman said his client’s portfolio included £9.3 million of mortgages spread across different lenders.(2) Mr Rose said he thought clients wanted to have the ability to raise extra finance in a company possibly on better terms available to a company.(3) Mr Revell and Mr Pateman said their clients were motivated by the ability to utilise a corporate structure for succession planning. Mr Revell said a company structure makes this easier as one deals with one asset, the shares and not each property with potentially individual liabilities. He said that, for example, it would be difficult to divide up multiple properties; that raises issues such as having to negotiate which properties go to who and whether each person gets an equal share in each property. He accepted that it is all very context-dependent. He said, however, that in a company there is a board of directors to operate on behalf of the shareholders and discuss matters in a more large-picture frame, rather than having to deal with matters on a property by property, liability by liability basis.(4) Mr Pateman said that to obtain limited liability was an attraction. That was a major thing, with this litigious society people do want to protect their personal assets as much as they can.(5) Mr Jones, Mr Close and Mr Revell accepted that avoiding the effect of section 24 was another important reason Users had for incorporation (and in one case Mr Close thought it was the primary driver). Mr Pateman said that was an obvious reason but legacy planning was the reason in the case of his clients. Mr Rose accepted that avoiding section 24 was a reason, in some cases, but said that in fact he has “done quite a fair few of these incorporations involving companies where there were no corporate borrowings to be refinanced”.(6) Mr Jones accepted that the tax rate benefit was an important reason. Mr Rose and Mr Close thought clients were not necessarily motivated by the tax rate benefit due to double layer of taxation in a corporate structure. Mr Revell said that whether the tax rate benefit is attractive or not depends on the situation and his client was drawing funds out of NewCo and paying tax on that the higher rates. Mr Pateman said that the tax rate benefit was discussed but the main reasons for incorporation were those identified above.(7) Mr Close and Mr Pateman suggested that IR was not a consideration for their clients as they had not disposed of properties although Mr Close accepted in general terms it is a key attraction and Mr Pateman acknowledged it could be attractive in some cases. Mr Close accepted that for IR on incorporation to be available in full, arguably it is not possible to refinance at that time but thought he had seen cases in the past where refinancing has been done at that time – it seems he may have been referring to a novation scenario. Mr Revell accepted that obtaining IR on incorporation is an attraction but said that would occur on any incorporation regardless of whether SIS is used. Mr Pateman agreed that his understanding is that (a) if there had been refinancing at the point of incorporation, that could have jeopardised the availability of IR on incorporation, and (b) SIS enabled his clients to avoid that risk. Mr Jones, Mr Rose and Mr Revell were not familiar with that issue relating to obtaining IR on incorporation.[157]We heard evidence from the following individuals who are Users of SIS and/or CAR: Mr and Mrs Harris, Mr Birch, Mr Ngan, Mr Parker, Mr Dominguex, Mr Coelho, Mr Bhullar, Mr Greenland, Mrs Prescott, Mr Holmes Rogers, Mr Panchal, Mrs Breakell, Mrs Brown, Mr Abbott, Mr Khanna and Mr Feeney. These witnesses said in their witness statements and in their oral evidence in cross-examination that the main reasons for incorporation and using SIS and CAR were non-tax reasons although many acknowledged that one or more of the tax benefits was a factor but said they were not the main or a driving factor. Overall we consider that the evidence (as assessed in the context of the introduction of section 24 and the documentary evidence) shows that in many instances one of more of the tax benefits was a main factor in the decision to incorporate but not the main factor.[158]Many of the witnesses said that avoiding the effect of s 24 was a factor although they were reluctant to and mostly did not accept that it was a key or main factor. Some witnesses said it was not important as they did not have mortgages and/or that it did not affect them as they were basic rate taxpayers and/or commented to the effect that the advantage was wiped out/reduced due to tax due on the extraction of profits from NewCo:(1) Mr Harris said that section 24 did not really affect him and his wife as they were both basic rate taxpayers and most of their properties were not subject to mortgage.(2) Mr Birch said he and his wife believed any income tax advantages for a portfolio of their size were minimal and would not justify the cost of incorporation.(3) Mr Ngan said that tax was not the main driver but it was not unimportant; he and his brother considered it. They considered section 24 because they could see that the direction of travel was going to favour corporate landlords; the environment favours corporate tax law and it just makes business sense for them. As a business owner, of course they have to consider these things, and they would be at a huge disadvantage compared to other corporate landlords if they had not incorporated. So they obviously had to consider it. They considered the tax rate benefit but it was not a huge deal, because if they had to withdraw money from the company there would be additional tax anyway. So it was not really on their radar, in terms of why they wanted to incorporate.(4) Mr Parker was aware of the effect of section 24 but thought any potential tax saving was largely offset by the additional income tax and NICs incurred when extracting profits from NewCo. Also, he and his wife had a very low level of borrowing across the business, so they were largely unaffected. The tax rate benefit was discussed as a benefit of the arrangements.(5) Mr Greenland said section 24 affected the timing of the decision to incorporate. If he and his wife had not incorporated that would have increased their business costs substantially. About half of their business costs are mortgage interest but they never modelled it because it was not really a primary factor on incorporation. As regards the tax rate reason, he said that at the time of incorporation he had not focussed on the possibility to reinvest money to grow funds more efficiently within a limited company envelope.(6) Mr Dominguez commented, as regards the tax rate benefit that he was not a high-rate tax payer, so that was actually a minimal aspect. It was not a major factor.(7) Mr Coelho said that in the first period of operating as a limited company, he and his wife extracted £140,000 (virtually all of its profits) by way of dividend, nullifying virtually all of the advantage that might be obtained from the lower tax cost of operating via a company. He accepted that avoiding the effect of section 24 was one of the factors in his decision to incorporate but said it was not a main factor. The tax rate benefit was a factor but not a significant factor.(8) Mr Bhullar was somewhat inconsistent in his evidence on these points. He said section 24 did not feature in his thinking when he decided to incorporate his property business but then said it was one of the factors and “the whole aim of it, if someone is running a business, is how to minimise the taxes, not to avoid, to minimise taxes and find, within the legal system or within an existing the financial act, if that is okay, do that”. He said that the tax rate benefit did feature in his thinking when he was deciding to incorporate:
“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.”
This contradicted his statement where he said:
“We intended to extract most, if not all of the profit each year from the company by way of taxable income”
. He said, in effect, that was not incorrect; that was the intention but in reality then “you see what are your, the current circumstances, what you’re going to do”. Overall, it seems avoiding the effect of section 24 and the tax rate benefit were important factors in his decision to incorporate. (9) Mr Holmes-Rogers said there are multiple reasons beyond tax for incorporating, although it would be disingenuous to say that tax did not feature. The effect of section 24 was not material to his decision to incorporate as he and his wife have never been higher rate earners. Their incomes were quite modest, and they were getting lower. (10) Mr Panchal said in his statement that he and his wife could no longer offset the full costs of finance against rental income without moving into a corporate structure but that was not the main benefit of incorporation for them. At the hearing, he said that the tax situation regarding section 24 was a factor but not the main factor. He initially said that the tax rate benefit was not a factor in his decision to incorporate but then said “you’re running a business and you’ve got to run it the most viable, efficient way, abiding by all the tax rules and the law rules. As far as I was concerned, I wasn’t reducing, or not trying to pay less tax, or avoiding, tax avoidance.” When pressed he said this was a minor factor. (11) Mrs Prescott said that section 24 was definitely a factor in her decision to incorporate. From her perspective, having a limited company is more expensive, because there is corporation tax and personal tax. She added that there is no point in having a company if one does not take a salary or dividends. She needs all her money to live. In fact, it is quite disadvantageous for her to some extent, having an income from the company on that basis. (12) Mrs Breakall said section 24 placed individual landlords at a disadvantage when compared to corporate landlords, making it commercially unviable to continue purchasing properties in her personal name. The advantage of not being subject to section 24 was virtually eliminated when it came to extracting funds from the company as dividends or as director’s fees. At the hearing she said that the only way to buy properties was in a limited company because of section 24, she was usually not a higher rate taxpayer. (13) Mr Abbott said that the effect of section 24 was part of the mix of reasons for incorporating; that was obviously a factor. It affects everybody who has to think about these things. He did not accept it was a key factor. He confirmed that he is sometimes in the higher rate tax band and that he is aware of the tax rate benefit but it was not a factor in his decision to incorporate. He said “when you draw the money out it doesn’t always add up to being a financial benefit, if you’re drawing money out, or you’re taking wages on top of corporation tax”. He accepted that the point on retaining profits is that monies in NewCo would be subject to the relatively low rate of corporation tax, and he can then use that money to grow and perhaps buy further properties – unless they withdrew the funds. (14) Mrs Brown said that the effect of section 24 was not a factor in her and her husband’s decision to incorporate as they had no mortgages. She was aware of its effects and this was one of the matters of flexibility, that if they needed money quickly, they could raise it on a mortgage without any restriction on the deductibility of finance costs under section 24 but they have not done so. The tax rate benefit was not a factor in their decision because she and her husband have always been lower rate taxpayers. (15) Mr Feeney said that, prior to incorporation, he and his wife only had £220,000 of mortgage finance outstanding on a business worth £3,850,000, so the minor difference in tax treatment before and after incorporation had no bearing on his decision to incorporate. He thought that last year his company paid no less in corporation tax than he would have paid in income tax, had he not incorporated. He was not a higher rate taxpayer at that time.[159]Many of the witnesses recognised that obtaining IR on incorporation was important as if they had not obtained that it would have been unviable for them to go ahead and that SIS enabled them to avoid a risk that it would not apply by avoiding a refinancing. Some of the witnesses seem not to have considered this when they incorporated as they needed to avoid refinancing for other reasons. Most of the witnesses were aware of the ability to “wash out” accrued gains but a number of them said this was not a matter of importance as they did not intend to sell any properties, they viewed them as a source of income, in effect as their pensions:(1) Mr Harris said that if IR had not been available on incorporation the whole idea would have been unviable as there would have had quite a substantial CGT liability without any funds to pay it. It would have been a non-starter. He accepted that SIS avoided that problem, because it avoided the need to refinance.(2) Mr Birch said in his statement that there was a concern that a refinancing risked jeopardising the application of ESC D32. At the hearing could not explain precisely what he meant in his statement by his reference to ESC D32; he was not clear on the interaction of s 162 TCGA and ESC D32. He appreciated however that it “basically delays the payment of” CGT until the business is disposed of and meant there was no CGT on incorporation.(3) Mr Ngan said that “washing out” gains was not on the radar at the time.(4) Mr Parker understood at the time that if there was a refinancing on incorporation, he and his wife might have lost the benefit of ESC D32 which would have made it prohibitively expensive to incorporate. He understood the point about “washing out” capital gains into the shares and he was aware of this as a benefit of the arrangements at the time.(5) Mr Greenland considered IR relief to be important; he said that it was important to them to incorporate without gutting the business. He was not familiar with the point that there is a risk that if NewCo had refinanced at the point of incorporation, the availability of IR could have been jeopardised. He was familiar with the concept of “washing out” gains but said that in their case, it did not make any difference, really, because they were never looking to sell the properties. The properties are what generate income.(6) Mr Dominguez accepted that SIS obviously meant that he did not need to refinance at the point of incorporation so that risk to IR, as he saw it, did not arise. He said that obviously “washing out” gains is an attraction, but it was not the primary factor because they were never going to try to sell any properties. He intends to keep these properties for as long as he possibly can because they are income. Obtaining IR on incorporation was obviously important to him. He said that the key issue was that he was either going to have to sell off the business to get rid of his mortgages, which would have minimised their pension pot substantially or, it was a matter of continuing forward with it.(7) Mr Coelho said in his statement he was advised by P118 that taking new mortgages at the point of incorporation might have cast doubts on the availability of ESC D32, leading to prohibitive costs. SIS provided the most logical and commercially feasible option. At the hearing he said had a general understanding of IR but he was not sure about ESC D32 but he knew about it when he incorporated. It was put to him that he mentions it in his statement. He then said it is to do with transferring the properties without having to pay CGT. He was aware of the effect of IR as regards accrued gains at the time he decided to incorporate. He initially said it was not a factor in his decision-making. He has sold some of his properties but said he could have “sold the whole lot after incorporation if that was just the tax advantage of it”.(8) Mr Holmes Rogers said that at the time there was no need to think about whether refinancing would jeopardise IR because refinancing was not an option for him and his wife (for reasons he set out). He understands the effect of IR as regards “washing out” accrued gains but they did not latch on to it at the time because they never had a desire at all to sell properties. So it did not feature in any conversations that they had.(9) Mr Panchal said in his statement that he and his wife were assured by P118 and CB that IR on incorporation would be available. When asked if he was aware that if refinancing had occurred at the point of incorporation, that might have jeopardised the availability of IR he said his thought was not for that because he did not want to change anything. He was not going to take any funds out of the company or sell any properties. Everything remained as it was. He thought he was aware that if IR did not apply on incorporation there could have been a CGT charge without funds available to pay it. He then accepted that he might have been aware that if he had refinanced at the point of incorporation, the availability of IR might have been jeopardised. He was aware that one of the attractions of SIS was that he did not need to refinance at the point of incorporation.(10) Mrs Prescott was aware of ESC D32 and that her understanding was that refinancing on incorporation could have jeopardised the availability of IR. She said that her mortgages were cheap and mortgage interest rates were horrendous at the time, so commercially it was not a good idea to refinance anyway. If she had not benefited from IR that might have made incorporation unfeasible for her, because then she would have had to sell properties and reduce profits and sack people, and that is not really the avenue she wanted to go down. She said that at the time she was not aware that one effect of IR is that following incorporation NewCo can sell a property and not pay tax on the accrued gain.(11) Mrs Breakall said, in effect, that the ability for NewCo to sell a property after incorporation without paying tax on the accrued gain was one of the factors in her decision to incorporate. She was not aware at the time that if she had refinanced her mortgages on incorporation, that might have jeopardised the availability of IR. She had issues with remortgaging in any event as she set out.(12) Mr Abbott said that obtaining IR relief was not a factor in his decision to incorporate.(13) Mrs Brown did not appear to have an understanding of the IR position as regards accrued gains and was unclear on intentions as regards sales of properties. We have not put any weight on her evidence as regards this.(14) Mr Khanna said in his statement that statutory tax reliefs made the incorporation process more financially feasible but the primary motivation was the commercial reasons he had set out (see below). At the hearing he said that IR was one of the factors that they considered. He did not fully appreciate at the time that if they had to refinance on incorporation, that might have jeopardised the availability of IR. He said that they would not have refinanced the mortgages anyway for reasons he set out. The fact that following incorporation, NewCo could sell a property without paying CGT on the accrued gain was not a factor in his decision to incorporate; he had no intention to sell properties after incorporation (apart from as he had set out in his statement). IR on incorporation was important in the sense that it would not hinder their cash flow and would not require him and his wife to raise money or use any of their own capital to pay CGT.(15) Mr Feeney said in his statement that while tax reliefs were not his primary motivation, IR made incorporation financially feasible. IR enabled him to defer around £2,500,000 of capital gains. At the hearing he acknowledged obtaining IR on incorporation was important and if that was not available there probably would have been a significant CGT charge. He did not understand the point that if he had refinanced on incorporation, that would have jeopardised the availability of IR; he was very much relying on other people, on guidance. He thought he was aware that one effect of IR is that, following incorporation, NewCo can sell a property without paying CGT on the accrued gain. He said that since he incorporated, things have turned out to be a little more complicated than he thought, so he has not tried to sell any property.[160]Many witnesses said that avoiding the need to transfer legal title to the properties and to refinance was a main or in some instances the main reason for using SIS:(1) Mr and Mrs Harris, Mr Birch, Mr Ngan, Mr Parker, Mr Greenland and Mr Dominguez, Mr Coelho, Mr Bhullar, Mr Holmes Rogers, Mrs Prescott, Mrs Breakall and Mr Khanna all said they wanted to avoid refinancing (as SIS enabled them to do) to preserve existing favourable mortgage interest rates, to avoid fees, administrative difficulties and early redemption penalties and to have the flexibility to remortgage at a commercially advantageous time.(2) Mr and Mrs Harris, Mr Ngan and Mr Bhullar all said they could not have refinanced in any event due to cladding issues as regards one property, half of the properties and some properties respectively.(3) A number of witnesses emphasised the complexity and costs of refinancing due to the number of properties and mortgages that they had: (a) Mr Birch had 16 properties with 6 different lenders. It would have cost them upwards of £150,000 in fees and expenses, plus their ongoing mortgage interest costs would have been around 25% higher, an additional £20,616. (b) Mr Dominguez referred to having 4 mortgages with different lenders. (c) Mr Coelho referred to the challenges and stress of refinancing multiple properties simultaneously as they had 35 mortgages at incorporation. To keep the same level of borrowing of just over £1,300,000 would have cost in the region of £100,000 including fees. Several mortgage lenders did not offer novation. He also said that SIS allowed them to defer the immediate administrative burden of instructing conveyancing solicitors for each property, managing valuations and surveys, and complying with tenant-related regulations. He estimates that this saved him over 100 hours in time and £100,000 of money during the incorporation process. By avoiding the immediate transfer of legal ownership, SIS helped minimise disruption to business operations, ensuring continuity in tenancy agreements and compliance with safety certifications. (d) Mr Holmes Rogers wanted to defer refinancing of each property until the end of each fixed mortgage deal with a number of lenders. all but one of their properties had a mortgage with early repayment charges, six of them with the same lender. Across those 6 mortgages there was a balance outstanding of just over £1,321,000 and the early repayment charge was 5% of the sum outstanding; so it would have cost over £66,000 to redeem just those six those mortgages. (e) Mrs Prescott said that her mortgage broker advised that she should expect to pay 8% to 10% of the funds raised for legal fees, mortgage fees, valuation fees, disbursements, etc amounting to a further £250,000 or so in fees, and they would have been saddled with significantly higher mortgage interest rates. (f) Mrs Breakell referred to several properties were secured on mortgages with highly favourable rates, which she could not replicate through remortgaging. (g) Mr Feeney understood that to refinance £220,000 with a lender who would offer novation would have cost him more than 5% of the loans in fees (more than £11,000). He had spent many years paying down mortgages with a view to being mortgage-free by retirement and therefore did not want to take any new mortgages just to incorporate(4) Mr Parker said if they had not used SIS they would have had to refinance their two mortgaged properties with a lender who offered novation at a cost of £17,000 and as they were advised of only one lender who offered that, that would prevent them from seeking the best deal.(5) Mr Greenland said SIS allowed him and his wife to avoid the complexity and costs of seeking consent from freeholders as all their properties were leasehold.(6) Mr Bhullar said that said he and his wife understood the interest rate on their mortgages could have doubled on a refinancing and they would have had a significant early repayment charge on one property of £12,000.(7) Mr Panchal said that he and his wife had only one mortgage at the time, so refinancing or paying that off was an option. However, transferring legal ownership of so many properties was not palatable as regards the simultaneous conveyancing of all properties, creating new tenancy agreements, protecting all 13 tenancy deposits, and re-applying for new “Selective Licences” and additional “HMO licencing”.(8) Mr Abbott only used SIS for one of his properties. That property was a mixed-use property with an expired lease for the commercial unit (a shop) downstairs and a tenant who was holding over. They were unable to secure refinancing due to the absence of a valid lease agreement. SIS allowed the property to be incorporated without triggering the need for immediate refinancing, enabling them to preserve the mortgage terms and address the lease issue later.(9) Ms Brown had no mortgages.(10) Mr Khanna explained that he and his wife had reasonable terms with their two current mortgages and one benefits from a very favourable offset arrangement whereby the amount of interest charged is offset by any personal savings. They did not want to lose that on incorporation. This money was held as a “war chest” should they find new opportunities and would inevitably be diminished if they were to refinance probably at less favourable rates and terms.(11) Mr Feeney said that SIS allowed for the flexible and efficient transfer of beneficial ownership, without the immediate need to sell properties individually or change existing mortgage arrangements. He understood that to refinance £220,000 with a lender who would offer novation would have cost him more than 5% of the loans in fees (more than £11,000). He had spent many years paying down mortgages with a view to being mortgage-free by retirement and therefore did not want to take any new mortgages just to incorporate.[161]Some witnesses also said that a corporate structure was attractive as they may be able to obtain more favourable mortgage terms:(1) Mr and Mrs Harris said they was told by their mortgage adviser that operating the business within a company structure might enable them to obtain mortgage financing past their retirement age (if needed) instead of selling.(2) Mr Parker said that with such a large portfolio they had found it particularly difficult since 2018/19 to source mortgages and the pool of lenders was reducing, mainly due to his and his wife’s age counting against them. They had spoken to many landlords through their contacts in the NRLA and they had found it easier to borrow using a company.(3) Mr Holmes Rogers said he was increasingly aware during 2017 to 2021 that lending criteria to larger portfolio individuals for personal BTL was becoming more and more difficult. Mortgages for corporates, whilst then almost 1% interest point above personal BTL mortgage rates, had much more attractive lending criteria, focusing on rental ratios (which they always covered comfortably) rather than personal incomes from salary which were becoming smaller as he reduced employment to part-time, to spend more time running the business.(4) Ms Prescott said that it was clear that that she and her husband would find it difficult to remortgage as had turned 60 and if that was not possible the properties would have to be sold which she did not want as the income from them is her pension. Her broker told her that mortgage lenders had more relaxed age restrictions for limited company mortgages than personal BTL mortgages and they offered higher loan to value mortgages.(5) Mr Khanna said that prior to incorporation, when they wanted to take out borrowing on their homes or as BTL landlords, the amount that they could borrow was based on salary, any personal debts and disposable income and, as his salary was modest, he was not able to borrow very much. However, where a company borrows against a company asset, the lender looks at the flow of income into that company and at that time his rental properties had a greater income than he did as a teacher. He understood, however that mortgage terms for BTL corporate landlords were not as advantageous as mortgages for individual BTL landlords but now things are beginning to level out.(6) Mr Abbott agreed that when he incorporated banks were becoming stricter in their lending criteria, in lending to individual landlords on residential property and said that limited company finance was becoming more prevalent.[162]The following witnesses each referred to succession planning, in terms of enabling their children/grandchildren to be involved in and/or inherit the property business as a reason for incorporating. Many of them were questioned as to why using a company facilitated that rather than simply giving their children a partnership interest or directly transferring properties to them:(1) Mr and Mrs Harris saw using a corporate structure as a means of limiting their inheritance tax exposure.(2) Mr Birch thought that if he and his wife held the properties/mortgages in their own names/through a partnership, on their death the mortgages would need to be repaid in a very short period of time (within 6 to 12 months), but if the properties were put into the company name, then that would not be the case. It was put to him that his children would in fact be in a much more difficult position in that they would have to try to sell the shares in the company to realise funds to pay inheritance tax. He said that there would be funds from their other assets to pay any inheritance tax. He did not agree that putting everything in a company might make things more difficult for him if in his old age he needed to realise some funds for care home fees. He said that he and his wife are paid a salary by the company which should suffice to cover such costs.(3) Mr Ngan said his primary reason for incorporating was to create a structure that would provide a clear path for an eventual handover of the property business to his children. He thought it just gives a clearer structure as to who owns what; it provided clarity and flexibility. For two families in business together (his and his brother’s families) it just makes more sense than a partnership. It enables a gradual handover to the next generation/other family members by a gradual transfer of shares. They could not give slices of property to his child and do it gradually, even if they could get lender consent to do that which could be problematic. Also, there would be the repeated legal administration to transfer small amounts to the children. If he had a falling out with his brother, it would be easier to deal with in a company. He thought that if there was a dispute such as over whether to sell a property that would be easier to deal with in a company through share ownership.(4) Mr Parker, Mr Dominguez and Mr Coelho all used similar terminology in stating that a corporate structure would ensure that their business would be more “robust” for succession planning for their children: (a) Mr Parker said his adult children were employed and directly involved in the business. His understanding is that if he and his wife had stayed as a partnership, once they died and taxes and other liabilities had been paid off, most of the business properties would have to be sold. They thought that having a company would professionalise the whole situation and mean that the children could continue the business after their deaths. He thought there would be greater tax charges if he had instead gifted or sold properties to the children in his lifetime. (b) Mr Dominguez has three children who have an interest in continuing the business. Transferring shares in the company to them would be far easier than transferring interests in properties or partnerships. He and his wife were not going to pass any properties on to their children in their lifetime, if possible, because they are a source of income and he does not otherwise have a very large pension pot. He and his wife still control the business. He felt that the landscape is very obviously tending towards a requirement for the professionalisation of landlords. (c) Mr Coelho said this would allow him and his wife to efficiently pass the business to their four children without the need to dismantle assets or undertake financially burdensome refinancing. His longer-term aspiration was for the children to join him in the business so that he could eventually retire. He thought this was the simplest way of achieving this, rather than selling properties or giving them to his children. It was much easier to do this than anything else he could think of.(5) Mr Bhullar said incorporation provided the flexibility to pass the properties down the generations in a structured way, allowing the distribution of ownership more easily over time. His adult sons are shareholders and they expect to take active roles in the business when he and his wife feel ready to retire. He thought that using a company would make sure the ownership goes smoothly, it is “clean” and there will not be any family feud afterwards.(6) Mr Holmes Rogers had a “smart” company structure as set out below. He said that the real attraction is that a company provides a flexible structure and he and his wife could bring people in to have shares or take away directors or change things.(7) Mr Panchal said his and his wife’s primary motivation for incorporating their property business was for family reasons. They used a “smart” company structure as set out below. He thought a company provides much better flexibility for transfers for sales/transfers of ownership by transfers of shares in terms of cost and the work involved compared with sales of properties/partnership interests. Shares are a lot easier option to pass on to the next bloodline. He said that there would be a lot more expenses involved, time and lots of legalities in just giving properties to his children to putting them in the trust he had set up. Shares are a lot easier option to pass on to the next bloodline.(8) Mrs Breakell said that as her children were completing their degrees, she wanted to create a corporate structure that would allow for easier expansion of the business and a smooth transition of ownership, enabling her to retire in due course. She thought this gave a more structured framework for the future of the business and a smooth transition of ownership; she made both of her children shareholders, and, hopefully, when she retires, they will take over the business, so the properties would not have to be sold and repurchased by them.(9) Mr Abbott confirmed that he and his partners did not use the “smart” company structure as such but that they had different classes of shares to allow for different payments to different persons as he and his sister have different roles in the business and he and his wife do different things. He said that the thinking was that the children might have shares with particular rights but that has not been developed; it is a possibility for the future. He likes the idea that they have the opportunity, if they want, to join the family business.(10) Mrs Brown said she and her husband wanted to make it easier for their children to take over the business in the future, with the potential to sell older properties and reinvest in newer, more easily managed properties. They remain active in the business, although they intend to start the process of succession by gifting shares to their children shortly. She confirmed that they have not given shares to their children yet due to their personal circumstances and they have been perplexed by these proceedings. She maintained that it was a key consideration when the incorporation took place notwithstanding that it had not subsequently taken place.(11) Mr Khanna said he and his wife wanted to ensure the smooth transfer of ownership to their children without the need for complex legal restructuring or financial penalties. He thought it made it easier to bring his children into the business as shares could be allotted to any of his three children at an appropriate time. The property portfolio, though quite modest, consisted of quite varying values and sizes of property, and it would have required some quite complicated kind of transactions to divide up the properties. Also, when they were incorporating, one of his children was only 14/15 years old, she would have been unable to become a partner in the business. He understood that profits from a partnership “pass through” and he wanted to ensure that he and his wife could continue to benefit from the rental income from the business, until such time as they were ready for their children, or any other investors to come in. He thought a corporate structure was not unhelpful if his children fell out. He said, in effect, that giving particular properties to his children would have the difficulty of particular children wanting particular property or properties. That is the kind of potential animosity, he wanted to avoid.(12) Mr Feeney said his primary motivation was to bring his family into the business so that he could gradually step back after managing the portfolio for 35 years. His sons have expressed an interest in growing the business, and this method seemed to be the most straightforward way to involve them without the need for individual property sales or mortgage changes. Mr Feeney seemed mistakenly to consider that otherwise he could not gift shares to his children and that he would have to sell them and pay SDLT. He said with a company he could pass shares down to the children and they can take over the running of company and have the benefits of it which is a lot easier, in his mind. He agreed that he meant that gifting shares to his children was attractive because a CGT charge would not arise.(13) A number of witnesses had “smart” company structures: (a) Mr and Mrs Harris used a “bespoke” “smart” company structure with growth and freezer shares. The value of their own shares was in effect frozen and whilst the growth shares had minimal initial value all future increased value in the business would accrue to those shares for the benefit of their bloodline. They are hopeful this will provide sufficient incentive for their children and eventually their grandchildren to continue to grow the business. (b) Mr Coelho, Mr Khanna and Mr Feeney also used a “smart” company with such shares. Mr Coelho said he has not given the “growth shares” to his children; he was not clear if/when they would go to his children. Mr Khanna’s children hold shares in the company which they acquired on incorporation. Mr Feeney said that he had tried to give shares in the company to his children but his accountant is unwilling to do anything until this case is resolved They all understood that these arrangements might have inheritance tax advantages. Mr Khanna said that he was not just thinking of that though as he sincerely hopes that his children will get more involved in the business in which case the corporate structure would enable their input to be formally recognised, either through remuneration or the transfer of shares. (c) Mr Panchal and Mr Holmes Roger also used a “smart” company with such shares which they have subsequently put into trust. Mr Panchal said this is in order for any future growth in the value of the business to be held for the benefit of his and his wife’s bloodline only, without giving them direct access to wealth immediately and he thought it should reduce the risk of leakage, for example, if one of the children was to divorce. He accepted this had inheritance tax advantages. Mr Holmes Rogers gave similar reasons for using this structure and said his three children are shareholders in his company. He said this avoids the need to change ownership of /sell each property to their children when the time comes. His children are under 18 and they do not make enough money for any of this structure to be actually actively used at present. He did not really have a sense of how easy or difficult it would have been to put fractional shares of the properties into his children’s hands if he had not incorporated. He thought it may have involved them in owning properties. (d) Mr Ngan had a “smart” company structure but was not particularly aware of inheritance advantages. He said that just makes sense for them because his situation could be different from his brother’s. It does not make any sense to have the same class of shares. Basically, this gives them more flexibility.[163]Some witnesses cited other reasons for incorporation, including limited liability, as follows:(1) Mr Greenland, Mr Parker and Mr Bhullar said that limited liability and/or separating their personal and business finances and a desire to formalise their business structure was important: (a) Mr Parker said that he had a really bad experience with one of his tenants a few years ago, where even though he did nothing wrong, the tenant went after him and, he lost a lot of money rental-wise, legal-wise, and all that. So he wanted to limit his liabilities. His tenants were told on the date of incorporation that the company would be managing the properties and all responsibility was in its hands and the local authority was told that beneficial ownership had moved to the company. (b) Mr Greenland was particularly concerned about limited liability as he considered his brother had his life ruined due to not operating through a limited liability structure as regards a different business. Mr Greenland did not tell his tenants of the change and accepted they could go against him if there was any issue but said he was agent. He agreed that after incorporation he was still personally liable under any mortgage secured on the relevant properties. (c) Mr Bhullar said incorporation allowed him and his wife to ring-fence the potential risks arising from letting of the properties, protecting the remainder of their personal family investments. He discussed limited liability with their accountant, who always said, try to protect it and a company would ring-fence liability, for example, if there was any action by a third party such as if the tenants are doing something illegal or wrong at the property. When SIS was implemented they mentioned to all the tenants that the rent would go directly to the company. (d) Mr Panchal said that a company afforded some further commercial protection with the limited company wrapper (over a partnership) against an uninsured claim from a tenant. (e) Mrs Breakell said that primarily she wished to limit her personal liabilities and ensure a more structured framework for the future of her business.(2) Mr Panchal and Mrs Brown said incorporation would facilitate sales.(3) Mr Dominguez said SIS avoided having to re-apply for new “Selective Licences” and “Additional HMO Licencing” (as regards three houses) and any need to re-protect tenancy deposits. He added that there is always a risk of disturbing tenants into believing their home is being marketed for sale when arranging new mortgage valuations. The tenants were not informed of the changes.(4) Mr Holmes Rogers said that the decision was driven by wishing to run a professional business.(5) Mrs Brown said incorporation allowed her and her husband to clearly separate their rental business from their personal affairs, ensuring smoother management and greater business flexibility. As regards business flexibility she said they were looking to the future when they would not be earning professionally, and the rents would be their pension. She understood that by having a company, they were able to sell the properties and rebuy properties nearer to where they or their children are, who might be able to take over in succession planning.(6) Mr Khanna said he and his wanted to ensure future business growth would not be impeded by any changes to their personal health or financial standing, and to make it easier for them to give their children an opportunity to join the business in the future(7) Mr Feeney said that since they carry relatively little debt within the company, he has been contemplating whether to gradually sell the portfolio and retire or allow the family to expand and grow the business. SIS allowed them the flexibility to manage this decision over time.[164]HMRC were critical of a number of aspects of the individual witnesses’ evidence:(1) They submitted that in many cases the references to succession planning were to the “smart” company structure with “growth shares” and “freezer shares” (in some cases overlaid with a trust structure), which in their view is not part of SIS. However, as P118 submitted, (a) the issue of shares in NewCo is an integral part of the transactions comprising SIS, and (b) even in cases in which share capital is to be altered at a future date SIS is a precursor to the “smart” company structure, and the intention to undertake SIS for the purpose of reorganising the consideration shares must be taken into account. The incorporation of a company under SIS was part and parcel of enabling these witnesses to access this further structuring. Moreover, many witnesses who cited succession planning do not appear to have had this type of structure.(2) HMRC submitted that witnesses were vague about how incorporation was supposed to help with succession planning and in some cases confirmed that they had not given their children any shares in NewCo, despite several years having passed. HMRC asserted that it is not difficult to bring a child into a property-owning partnership and give them a share in a property. Whilst a few witnesses have reasons for why a corporate structure was beneficial in this regard which do not on the face of it make sense, most witnesses were clear. They explained that they wanted to preserve the complete business and bring family members in gradually over time preserving their ability to receive income (in some cases which they viewed as their pensions). They did not want simply to give individual properties to family members and break up the asset base of the business which they considered (as makes sense) would have practical difficulties particularly as regards dividing properties with different values. We do not consider that the fact that some witnesses had not yet actually issued shares to their children undermines their evidence; they were clear they wanted to do this at an appropriate time.(3) HMRC said that the witnesses’ claims were undermined by evidence that in most cases, they had been carrying on their property businesses for years, but then suddenly became very interested in incorporation just at the time that section 24 was coming in. We have commented on this below.(4) HMRC said the claim of many witnesses that limited liability was the main reason for incorporating is undermined by the fact that they had not previously incorporated, and as the whole point of these arrangements is that the main liability, the User’s mortgage, remained a liability of the User. We note that (a) the witnesses who were questioned, did provide reasons for the delay, (b) it is clear that Users were advised to bring beneficial and legal ownership together soon after incorporation (see Part B), (c) many Users undertook refinancing after incorporation, and (d) witnesses gave other examples of where limited liability may be a concern.[165]We have also considered all of the relevant evidence set out in Part B including the written materials available, in particular, the promotional and marketing materials produced by P118 and CBL and the advice letter. As set out at length in Part B, throughout these materials the tax benefits, in particular, avoiding the effect of section 24 and the benefits of IR were presented as important and key benefits/attractions of incorporating using SIS and CAR. The overall tenor of Mr Alexander’s evidence was that this is what people were asking him about or needed explaining, particularly, as regards section 24, but he/his team were discussing the other benefits of incorporation/SIS with Users/their advisers as is borne out by the other witness evidence. This documentary evidence is part of the overall picture to be assessed in light of all of the other evidence including, in particular, that in the OTS report and that of the Users themselves, their advisers and the evidence of the appellants’ other witnesses.[166]In light of all the evidence and the features of SIS, we consider that the informed observer could not reasonably be expected to conclude that:(1) The main (in the sense of the most important/the one that matters most) purpose of the overall SIS arrangements was to enable persons to obtain the benefit of IR on incorporation, albeit that, given the evidence of the appellants’ witnesses and the prominence accorded to this benefit in the marketing materials, he could reasonably conclude it is a main purpose. As regards our conclusion this was not the main purpose, in particular, we note the evidence of the Users/ their advisers and the promoters that (a) Users wanted or needed to avoid a transfer of legal title/a refinancing on incorporation for a number of non-tax reasons such as the inability to refinance due to cladding issues, a desire to retain favourable mortgage terms and avoid early redemption penalties and to have the flexibility to refinance only when it is commercially advantageous to do so, and (b) the other non-tax and tax reasons for incorporating which accord with the independent research in the OTS report.(2) The main purpose of incorporating using SIS was to enable persons to obtain any one of the other tax benefits or all of the tax benefits collectively. The witness evidence combined with the documentary evidence and the timing of these arrangements, which were implemented following the announcement of the introduction of section 24, and the very severe effect of section 24, establishes that enabling persons to avoid the effect of section 24, was a main but not the main purpose of these arrangements - given the evidence on the importance of the other non-tax and tax reasons for incorporating and using SIS. Although the ability to “wash out” accrued gains and to obtain the tax rate benefit may provide significant benefits we consider it doubtful they can be viewed as “main” purposes given that if and, to what extent, these may in fact provide benefits is so dependent on a User’s individual circumstances. Conclusions on application of the main purpose test as regards CAR[167]Again,(1) the first question is whether the informed observer could reasonably be expected to conclude that the arrangements comprising CAR (being those comprising SIS plus the Bridging Loan element) enable a person to obtain a tax advantage in addition to those identified above, and(2) whether the tax consequence of the Bridging Loan element, the CAR tax benefit and the CAR IR benefit, depends on what is taken as the appropriate comparator.[168]HMRC’s view that both of these tax consequences constitute a “tax advantage” appears to be based on the premise that(1) the appropriate comparison in relation to the CAR tax benefit, is with the situation where no action is taken in respect of the User’s capital account in his incorporated business prior to or on incorporation – in which case, if the User were to extract sums from NewCo equal to the sum in the capital account, he would be likely to have to extract the funds as dividends or remuneration and would be liable to income tax and NICs (as appropriate), and(2) the appropriate comparison in relation to the CAR IR benefit is with the situation where on incorporation a User’s capital is converted into a director’s loan account in NewCo, in which case NewCo would provide non-cash consideration on incorporation and IR would not be available in full.[169]It is arguable, however, that the appropriate comparison, as regards the CAR tax benefit, is also with the economically equivalent situation where a User’s capital account in his unincorporated business is simply converted into a director’s loan on incorporation. That structure would also enable a User to receive a sum equal to the capital as tax free loan repayments. On that analysis, the obtaining of the CAR tax benefit under the Bridging Loan element would not be regarded as a tax advantage, as precisely the same result is achieved under the comparator transaction.[170]In any event, for the reasons set out below, whether on the assumption that the first test is satisfied only in relation to one of these tax benefits or in relation to both, our view is that the “purpose” test is not satisfied.[171]P118’s view of the purpose of the Bridging Loan element and the way in which the tax effects were emphasised in the marketing materials is set out in full in Part B. The individual witnesses, who were questioned about CAR, all accepted that they understood at the time when they used CAR that it would enable them to obtain the CAR tax benefit. They generally commented that they implemented the Bridging Loan element because they wanted to retain the possibility of receiving back the capital they had invested in their businesses and a number of them said that they had already been taxed on the relevant sums:(1) Mr Harris said that it was his and his wife’s money in the first place and there was a loan into the company. He said the money was tied into the company, but it should be his to take out: it is not about the tax, but he would want to get his hands on his money and only pay tax on it when its due.(2) Mr Birch said that the attraction of CAR was the fact that when he first started the business in 2022, he remortgaged their home property, and in the region of £70,000 of their personal money which had been previously taxed was introduced into the business by way of deposits on BTL mortgages. Essentially the same £70,000 was dealt with under CAR.(3) Mr Ngan said their understanding was that they had a positive capital balance that was rightfully theirs, that they could not access after incorporation if nothing was done. It made no sense to leave it there. So that is why they went with CAR. It does not seem good business sense to leave it, then they could not access it later.(4) Mr Parker said CAR provided liquidity by enabling access to the already-taxed capital in the business. Without CAR, those funds would have been locked into the company’s share premium.(5) Mr Coelho said the ability to receive the relevant funds without personal tax liabilities was one of the factors in his decision to use these arrangements. He said that had he also increased the mortgage balances to draw down his capital account, rather than using the CAR bridging finance arranged by P118, that would have cost in the region of another £250,000 in fees.(6) Mr Panchal said that CAR was undertaken solely to preserve access to funds previously taxed as income or capital contributions. All capital gains in properties owned by the business remained in the business and were exchanged for shares at the point of incorporation. These steps had no net impact on tax outcomes and were solely about protecting access to previously taxed capital. Had they not done that, their positive capital account balances would have become locked into shares and the only way they could have accessed it would have been to take salaries or pay dividends, assuming the company had sufficient retained profit or to sell some shares.(7) Mrs Breakall said that in effect she had already paid tax on the relevant sums and “that was money I lent to the company. It wasn’t the company's money to start with.”(8) Mr Abbott accepted that CAR enabled him to draw money out from NewCo without an additional layer of personal income. He said that that is money that they had already been taxed on when NewCo was incorporated.(9) Mrs Brown said that the fact that under CAR they could receive money from the company without personal tax liabilities on it, was part of the flexibility that the system has.(10) Mr Khanna said that he and his wife used CAR as they wished to maintain access to their previously taxed working capital in the business. It was to facilitate the withdrawal of their capital as and when they wished, without the need for the company to raise funds immediately and suffer the ongoing costs of servicing larger mortgages for example.(11) Mr Close said, as regards CAR that a number of his clients had significant equity in their businesses and if they had not used CAR the equity value would have gone into the company as shareholders’ funds. This was driven by the objective of allowing previously taxed profits to be accessed before they were locked into a corporate structure which would not allow such access. In his view, this was the motive in all such cases. He explained he had a client who (as referred to in a clearance letter) proposed to draw down funds under a revolving credit facility they had with major banks, draw out their embedded capital just before incorporation and then, after incorporation, make directors’ loans to the company. If they had incorporated at that point without refinancing, then that tax-free facility would have been lost. It seems inherently unfair to him not to then refinance, with commercial finance to effectively secure that value that they had worked for. He thought if they had not done this the equity value would have gone into the company as shareholders’ funds rather than liquidity in the incorporated business(12) Mr Pateman’s client had implemented CAR and he accepted that gave rise to the CAR tax benefit. He said that his clients have withdrawn a small amount only of the director's loan. He confirmed that, if on the day after CAR was put in place, the clients had wished to extract funds from NewCo, they could not have done that by way of dividend because there would not have been distributable profits to do that. He said unlocking shareholders’ funds after incorporation is very difficult. It cannot be done tax-free. Using a director’s loan does not require distributable reserves.[172]Having regard to the witness and documentary evidence in Part B, the evidence of the individual witnesses in Part F, the operation of these arrangements and the way in which they were promoted in the marketing materials, the informed observer could reasonably be expected to conclude that:(1) Viewed in isolation, the purpose of the Bridging Loan element was to enable persons (a) to retain the flexibility at a relatively low cost, in effect, to retain existing capital in the business or to withdraw it readily; if no measures were put in place, as a number of witnesses put it, on incorporation, the capital would be locked into the value of the shares in NewCo,(2) if it is desired to withdraw from NewCo a sum equal to the capital, to be able to do so in a tax free way, (the CAR tax benefit), and (b) to achieve this without triggering a CGT charge on incorporation on the portion of any accrued gain attributable to the cash/capital as would be the case if, for example, the capital was simply converted into a director’s loan account on incorporation (the CAR IR benefit). That this was part of the purpose of the Bridging Loan element was not focussed on in the questioning of the individual witnesses but Mr Alexander accepted that and it is readily apparent from the structure itself. (2) Assessing the purpose of the overall arrangements comprised in CAR (which include SIS) enabling Users of CAR to obtain the CAR tax benefit and/or the CAR IR benefit tax advantages was a main purpose but not the main purpose of CAR (as encompassing SIS) given the many other non-tax and tax reasons Users may have (a) for incorporating, which accord with the independent research in the OTS report, and (b) for incorporating using the particular features of SIS. Conclusion on the but for test[173]In our view, essentially for all the same reasons as set out in relation to the main purpose test, the informed observer could not reasonably be expected to conclude that the arrangements would be unlikely to be entered into but for the expectation of obtaining a tax advantage. On the contrary he could reasonably be expected to conclude that at least some Users would enter into SIS or CAR to obtain the non-tax benefits regardless of whether one or more of the tax advantages was expected to be available. We do not accept HMRC’s submission that the “complexity” of the arrangements means that Users would not enter into them but for the expectation of obtaining the tax advantages. We accept P118’s submission that Users may not regard the complexities as material, as long as the result they were seeking (such as to avoid refinancing for the reasons given) is achieved. Those witnesses who were questioned on this point were not concerned by the nature of the structure under the arrangements. We cannot see that the fact that under the Bridging Loan element monies were held by Fab Lets would be of any particular concern to Users. Part D - Description 3[174]To recap, HMRC argue that description 3 applies to CAR on the basis that “it might reasonably be expected that 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”:(1) In HMRC’s view (a) the fees actually paid for the Bridging Loan element, the Bridging Fee and the Brokerage Fee, fall within the definition of a “premium fee” as fees “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”, and (b) that constitutes very strong evidence that a promoter (or a connected person) would be able to obtain a “premium fee” in relation to the relevant arrangements.(2) That is on the basis that (a) the Bridging Loan element was expected to enable the User to withdraw funds from NewCo without any income tax or NIC liabilities arising to the extent of the NewCo Loan, (b) that constitutes a tax advantage which is attributable to the amount of the NewCo Loan, (c) the NewCo Loan in turn is equal to the amount of the Bridging Loan, and (d) the Bridging Fee and Brokerage Fee are each calculated as 1% of the Bridging Loan. There is a mathematical relationship between these fees and the ultimate tax advantage as they are computed by reference to the Bridging Loan which in turn equates to the NewCo Loan and the anticipated tax advantage.[175]P118 submitted that:(1) It does not follow from a financier charging a 1% financing fee for providing funds that a promoter could charge such a fee. Moreover, HMRC’s argument appears to be that a fee relating to the provision of finance is, without more, attributable to the tax advantage.(2) The circumstances of this case are materially different to those in Hyrax where Judge Mosedale held (at [218] and [219]) that a promoter’s 18% cut that was ostensibly not taken as a fee for structuring the arrangements in question was in substance charged for structuring the arrangements. Here, the actual fees charged by P118 and the Bridging Lender are simply fees arranging and providing the Bridging Loan under a commercial arrangement at a relatively low cost. They are not charged for structuring CAR. Mr Caravello’s evidence is that no fee would be charged to clients who found their own bridging or longer-term finance to effect this aspect of the arrangements.(3) In Hyrax, Judge Mosedale went on to decide (at [220] and [221]) that Hyrax’s 18% cut was, in effect, a sharing of the anticipated tax saving and was to a significant extent attributable to the expected tax advantage and should be used in deciding what a hypothetical promoter could charge for the same or similar arrangements. The tribunal should not take the same approach here, where it is clear that the fees are genuinely charges for procuring and providing finance and where, as regards P118’s fee the “sharing” is 99:1.(4) Further, it is necessary, in considering whether a hypothetical promoter would be able to obtain a premium fee for the same or similar arrangements, to consider the totality of the fees charged by CBL and P118 for their work on CAR (see Part B). It is clear from the evidence that CBL’s and P118’s fees are not, to any extent, attributable to any tax advantage.(5) If a 1% Brokerage Fee is (contrary to the above) included as part of the fee that a hypothetical promoter could charge, the total fees that could reasonably be charged would still not “to a significant extent” be attributable to the tax advantage.[176]CBL submitted that CBL does not charge a fee for the CAR element of any incorporation, and nor could it charge a fee, as it does not provide any element of the CAR other than to record it in the transactional documents along with all the other liabilities.[177]HMRC responded that:(1) From the perspective of a User, it makes little difference whether these fees are said to be charged for the Bridging Loan, as opposed to CAR as a whole. The fees are part of the cost to the Users of implementing the arrangements.(2) It is not correct that the total fees essentially just represent a normal and cheap charge for bridging finance. Mr Jones explained that a 2% lending fee is a normal fee for normal bridging finance, but that there are many differences between normal bridging finance and the bridging finance in this case. The fees can be set at this level because the bridging finance subsisted for only one day and never left Fab Lets’s sealed system. If these fees could genuinely be attributed to commercial benefits, then they would not fall to be regarded as a “premium fee”. However, on a realistic view there are no commercial benefits for a User associated with the Bridging Loan; it subsists for no more than a day, and at no point does the User or NewCo have any control of the funds in question. The only effect and benefit of the Bridging Loan is to result in the NewCo Loan being owed to the User thereby enabling the User to withdraw amounts from NewCo without income tax and NIC liabilities arising as they otherwise would. It is not relevant to the test that, as the appellants repeatedly state, this is already-taxed capital.[178]In response, P118 further contended that the purpose of the bridging finance was a commercial one: namely, to facilitate liquidity for a capital account restructuring immediately prior to incorporation by the provision of finance under a commercial borrowing from an independent lender on payment of a commercial fee. In P118’s view, this structure accords with Simon’s Taxes at B9:112, and HRMC’s comments in BIM45700 and at CG65745, where, in relation to ESC D32, HMRC refer to liabilities of a business being taken over by NewCo on incorporation usually by it giving an indemnity. P118 further stressed that(1) on the day the relevant transactions take place, NewCo necessarily has no distributable profits with which this could otherwise be financed,(2) whilst the unsecured Bridging Loan offered in this case differs from the secured bridging finance which Mr Jones and Mr Kumar gave evidence about, that does not render these facilities as uncommercial (or abnormal or contrived); it simply reflects a different product type,(3) it is well known that in many mainstream finance situations (such as on a remortgage) the borrower never receives the cash. The more relevant point is that a real liability is created and, given the short-term nature of the financing, it is commercially rational for the lender to control the funds, and(4) HMRC do not compare like with like as regards a comparison with the fees for secured bridging finance and, in particular, ignore that a proportion of P118’s and CB’s other fees are attributable to this element of the arrangements. The financial products differ materially in structure and pricing logic. When the fees are considered as a whole, as is the only objectively correct and economically meaningful approach, the total fee package does not scale in proportion to any amount of tax allegedly avoided. By focusing selectively on percentage-based elements and disregarding fixed costs, HMRC’s analysis artificially creates an appearance of proportionality.[179]In our view, description 3 does not apply to CAR. The actual fees charged in respect of the CAR element of the transactions relate to an element of those transactions from which a tax benefit is expected to arise, namely, the NewCo Loan as related to and financed by the Bridging Loan; the CAR tax benefit is expected to arise from these elements of CAR. As set out above, arguably the CAR tax benefit does not constitute a tax advantage. However, even if it is viewed as a tax advantage, we consider that the fees actually paid do not fall within the definition of a premium fee and there is no other evidence showing, or reason to suppose that, a promoter of arrangements such as CAR could charge a premium fee.[180]On the evidence set out in Part B, the Lender’s Fee and/or the Brokerage Fee are not to a significant extent attributable to the CAR tax benefit: they are simply fees charged by the Bridging Lender for providing the bridging finance and by P118 for arranging the financing deal (in effect as broker). The fact that they are computed as a percentage of the funds lent under the Bridging Loan/NewCo Loan does not of itself suffice to support HMRC’s contentions to the contrary. We note the evidence of Mr Jones and Mr Kumar that the fees which would apply in a secured bridging finance transaction may be different to those charged in this case (see Section 2 of Part F). However, we can see no reason to suppose that the difference must be attributable to any extent to the fact that the underlying purpose of the arrangements is in part to enable taxpayers to obtain the CAR tax benefit. The evidence is that(a) the fee charged by P118 is reflective of what a broker would generally charge for arranging finance,(b) the Bridging Lender is an independent party who is not involved in any way in the structuring of CAR; there is no reason to suppose, therefore, that the fee charged by it is anything other than a commercial fee for what the Bridging Lender actually did, namely, provided very short-term unsecured finance, and(c) P118 and CB charged other fixed fees for the provision and implementation of CAR including the Bridging Loan element. We note that moreover, we have found in Part C that the purpose of the Bridging Loan element was not solely to obtain the CAR tax benefit; it was in part to enable Users to retain flexibility as regards access to and withdrawal of sums equal to their previous capital account in their unincorporated businesses. We do not accept that the other features of the Bridging Loan element which HMRC refer to render the arrangements lacking in any commercial purpose such that the actual fees charged must be attributable to the CAR tax benefit. As P118 submitted, it is well known that, in many mainstream “daylight” financing situations, the borrower does not receive the cash and given the intended short-term nature of the financing, it is commercially rational for the lender to control the funds through the Fab Lets’ accounts mechanism. We refer also to our comments on the nature of the arrangements in our conclusions in Part E below. Part E - Description 9[181]HMRC also submitted that CAR satisfies description 9. The dispute is whether “it would be reasonable to expect an informed observer (having studied the arrangements and having regard to all relevant circumstances) to conclude that… the arrangements involve one or more contrived or abnormal steps without which the tax advantage could not be obtained”. The appellants appeared to accept that(1) this aspect of the arrangements gives rise to a “tax advantage” in the form of the CAR tax benefit, and(2) that “tax advantage” could not be obtained but for the steps involved in the Bridging Loan element. The dispute was whether, as HMRC submitted, the steps relating to the Bridging Loan and the NewCo Loan are “contrived or abnormal”. In our view, it is arguable to there is no such “tax advantage” but, in any event, we consider that this further aspect of the test is not met for the reasons set out below.[182]The parties made the following main submissions:(1) HMRC asserted that the arrangements lack commerciality essentially for the same reasons as set out in relation to description 3 in Part D. They emphasised, in particular, that the Bridging Loan subsists for a very short time, and the proceeds of the Bridging Loan are at no stage under the control of either the User or NewCo. HMRC regarded the evidence of Mr Jones as of relevance and relied on Mr Alexander’s comment about the funds “technically” moving in the account.(2) P118 and CBL contended that none of the steps involving the Bridging Loan and the Newco Loan are contrived or abnormal making many of the same points as they made regarding the purpose of the Bridging Loan element (see Part C) and in relation to description 3 (see part D): (a) P118 submitted that HMRC’s argument depends upon (i) treating unsecured daylight finance as abnormal or contrived, (ii) assuming any director’s loan account repayment must derive from taxed profits, and (iii) treating proximity in time as evidence of design but each of those premises is unsustainable on the evidence, the guidance and as a matter of commercial common sense. Critically BIM45700 contains no timing restrictions on when financing may occur and ESC D32 anticipates liabilities being taken over by indemnity at incorporation. If a landlord had borrowed against their home to inject capital into the business, borrowed from family, reinvested taxed profits, or financed property acquisition deposits, and later refinanced those amounts at any time before incorporation, HMRC would, applying their own guidance, accept that as orthodox capital management. The timing relative to incorporation cannot render the transactions abnormal or contrived. If refinancing months before incorporation is acceptable, then proximity alone cannot convert it into contrivance. There is no principled basis for drawing a legal distinction based solely on timing. Moreover, bridging finance is frequently granted for extremely short periods and, in the absence of formal security, is subjected to restrictions as to how it can be utilised. An obvious example is an extremely short bridging loan enabling an individual to purchase property where the completion of his own sale has been delayed. (b) CBL submitted that (i) far from being abnormal steps the measures taken under the Bridging Loan element are “advised” steps, which HMRC actually allows for explicitly in their guidance (as set out above), (ii) the bridging finance has real world commercial and taxation consequences, (iii) the steps that are taken under CAR are (A) the bare minimum required to follow the process envisaged by BIM45700 to extract business owners’ capital, and (B) procedurally no different in legal and commercial consequence from a loan taken out at any time and repaid at any time, (iv) the lifespan of the transactions makes no difference to their legal or commercial consequences, and (v) the funds are moved through dedicated client accounts, much like a standard remortgage transaction. It would not be suggested that a remortgage where funds moved via solicitors’ client accounts did not have the expected legal and commercial consequences even if the funds were never directly controlled by the parties.(3) HMRC responded that, in substance, CAR does not involve any conventional “withdrawal of capital”. Following the implementation of CAR, taken together, the User and NewCo are in exactly the same position as the User was before the arrangements are implemented. All that is achieved is the creation of a liability owed by NewCo to the User, the existence of which gives rise to a tax advantage. Furthermore, there is no parallel between the Bridging Loan and the kind of short-term finance P118 refers to. In such a case the bridging finance performs a meaningful commercial function (by enabling the purchase transaction to go ahead). No such commercial function can be identified in relation to the Bridging Loan and/or NewCo Loan.[183]We take contrived or abnormal steps, as used in this context, to refer to a steps or steps which(1) are artificially structured in some way, for example, if they have no commercial/economic purpose, and/or(2) are different to what is usual, average or typically to be expected. Applying this test, therefore, appears to require an element of comparison of the actual steps involved in the arrangements with notional steps which may be described as usual, average and/or typical as well as an assessment of the real purpose and effect of each actual step. In this context, the relevant comparison must be with the steps which a person may reasonably be expected to use to deal with capital in an unincorporated business on its incorporation.[184]The commentary in leading textbooks, which the appellants referred to extensively in their submissions and Mr Alexander set out in his evidence, suggests that it is usual for owners of incorporated business to seek to release capital of the business before or on incorporation in order to avoid it becoming “locked into” the share capital in the new company. As set out in Part C, we have found that the aim of the Bridging Loan element of CAR was(1) to achieve that but for the Users’ capital to be retained within NewCo in a different form, as directors’ loans, and(2) to achieve that without adverse tax consequences and at a relatively low cost. HMRC did not challenge the appellants’ submissions that funding a company by way of directors’ loans or converting capital of an unincorporated business into directors’ loans on incorporation are normal measures. If the Users had simply converted their capital accounts into directors’ loans on incorporation, that would have enabled them to achieve the same result as the Bridging Loan element achieves in that they could receive sums equal to the capital as loan repayments free of income tax and NICs. The difference is that, as explained above, this structure enables Users to avoid any immediate CGT charge which would arise if the User’s capital account was simply converted into a director’s loan on incorporation; the potential charge is in effect postponed until a later time (such as when shares in NewCo are disposed of).[185]We consider that there is nothing unusual or contrived (in the sense set out above) in the steps taken under the Bridging Loan element whereby(1) a person receives short term, temporary funding from an independent third party lender under a usual form of facility agreement, for which a commercial fee is charged, and/or(2) for the Users to utilise those funds, in effect, to finance NewCo (and the underlying business) by way of directors’ loans, in order to achieve an underlying commercial purpose – the preservation of the ability readily to access capital previously provided to the business in a tax free form, without adverse tax consequences, and at a relatively cheap price for the temporary funding. We cannot see that of itself the intentionally very short-lived nature of the funding and way in which the moneys were held by Fab Lets in controlled accounts for the space of a day renders those steps and/or the related steps involved in the Bridging Loan element abnormal or contrived. As the appellants submitted in relation to description 3 (see Part D), it is commercially rational for the moneys to be held in an account to the order of the relevant parties pending completion of matters given the nature of the short-term financing and its underlying purpose. The fact that, as appears to be the assumption underpinning HMRC’s case, different steps could have been taken to achieve the same result but at a greater cost does not of itself render the steps which were actually taken abnormal or contrived. Section 306(1)(c)[186]P118 further submitted that the requirements of s 306(1)(c) FA 2004 are not satisfied on the basis that(1) any tax advantages that might be expected to arise from the arrangements are not, in the light of the significant number of non-tax advantages, “main benefits”,(2) the same points as made in relation to the purpose test apply here,(3) the significant number of non-tax related benefits dilute the importance of the tax advantages identified by HMRC to the point that they cease to be a main benefit. We do not accept this. For all the same reasons set out above in relation to the purpose test, we have found that at least some of the tax advantages which may be expected to arise from the arrangements are “main benefits”. Decision and right to appeal[187]For all the reasons set out above, the appeals made by the appellants are allowed on the basis that none or not all of the requirements for any of descriptions 3, 5 and 9 to apply to these arrangements are satisfied. On that basis, the tribunal cancel HMRC’s decision to issue the SRNs pursuant to s 311B(7).[188]This document contains full findings of fact and reasons for the decision. Any party dissatisfied with this decision has a right to apply for permission to appeal against it pursuant to Rule 39 of the Tribunal Procedure (First-tier Tribunal) (Tax Chamber) Rules 2009. The application must be received by this Tribunal not later than 56 days after this decision is sent to that party. The parties are referred to “Guidance to accompany a Decision from the First-tier Tribunal (Tax Chamber)” which accompanies and forms part of this decision notice. Release Date: 31 July 2026