Property118 Incorporation Client Speaks Out

Property118 Incorporation Client Speaks Out

14:24 PM, 23rd August 2024, About 2 months ago 94

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When the letter from HMRC landed on my doormat, I barely gave it a second thought. It seemed like just another piece of bureaucratic correspondence. But as I unfolded the paper and scanned the contents, the words “compliance check” hit me like a punch to the gut. My casual indifference evaporated, replaced by a chilling realisation: I was facing a tax investigation.

My heart began to race, my mind spinning with anxiety, fear, and a growing sense of helplessness. HMRC was scrutinising the validity of a rolled-over relief I’d been assured was my right when my wife and I transferred our entire property investment business partnership to our own Limited Company in exchange for shares. We had done everything by the book, or so I believed. The idea that we could owe Capital Gains Tax when we hadn’t pocketed a single extra penny seemed absurd. Property118 had explained that this particular relief would defer any CGT until we eventually sold our shares, and we had double-checked this with our accountants. We even held a meeting with them and Property118 to thoroughly analyse the legislation, case law, and HMRC manuals. We moved forward with confidence, convinced that everything was airtight.

But as I reread the letter, doubt began to creep in. What if HMRC disagreed?

We responded swiftly, providing all the information HMRC requested. Yet, weeks turned into months with no reply. The silence was deafening, each day amplifying our fears. My wife and I started exploring worst-case scenarios: How much CGT would we owe if HMRC denied the relief? What would it take to appeal such a decision? How much time, money, and emotional energy would that consume?

The mental strain was relentless. It’s hard to describe the cloud of dread that looms over you when your financial future hangs in the balance, and yet, for HMRC, this was just another day at the office. The letters kept arriving, each one demanding more documentation—tenancy agreements, property valuations, mortgage details, contracts, full accounts, mortgage statements, bank statements. The list seemed endless. HMRC even wanted to know the minutiae of how we ran our business: how much time we dedicated to it, why we used agents to find tenants, what services those agents provided, and which contractors we employed and why.

It felt like we were trapped in a never-ending nightmare.

Our only comfort came from the unwavering support of Property118, our accountants, and our barristers. They were patient, thorough, and consistently reassuring. But despite their confidence, we couldn’t shake the nagging fear that this might end in disaster—a Capital Gains Tax bill so enormous it would force us to dismantle the business we had spent decades building.

It was as if we were on trial for a crime we didn’t even know we could commit. What if we had made a mistake? How could we live with that? Would we be able to face our friends and family? The shame and guilt of being duped, of having put our trust in professionals only to have it backfire, weighed heavily on our minds.

HMRC also seemed fixated on why we decided to incorporate our rental property business. It’s only now that I realise they might have suspected we were exploiting a loophole to avoid taxation. But that wasn’t our motivation. As business owners, we have a duty to structure our affairs in the most efficient way possible, not just for tax purposes, but for the future of our business and our family. We had always hoped that our children would take over the business when we retired, continuing our legacy for generations. That’s the advantage of a Limited Company structure, even though it wasn’t something we considered when we started out decades ago. Back then, when Buy-To-Let was a novel investment strategy, Limited Company Buy-To-Let mortgages were scarce and prohibitively expensive. That’s why we initially built the business in our own names.

But times changed. By 2015, it made far more sense to operate within a Limited Company structure. The commercial benefits were clear, and the trend had shifted as Buy-To-Let financing became more risk-based. We adapted, but now, it felt like that decision was under siege.

Then, one day, our accountant emailed us with the subject line: “Closure Notice from HMRC.” My stomach dropped. Did this mean we were in the clear, or was this just the prelude to a crushing tax demand?

It took us a few minutes to muster the courage to call our accountant. I made the call, but my wife sat beside me, clutching my hand, her face pale with anxiety. This was the moment we had been dreading, the moment that could change our lives forever.

“Have you read the letter from HMRC attached to my email?” our accountant asked. We hadn’t even noticed it in our haste to seek answers. We apologised and asked him to explain it in layman’s terms.

“HMRC has accepted that you’re entitled to the reliefs,” he said calmly. “Your tax returns don’t need to be amended, and you don’t have any further tax to pay.”

Relief flooded over me like a tidal wave. I jumped out of my chair and punched the air, shouting with joy as if England had just won the World Cup. My wife broke down in tears, sobbing with a mixture of relief and exhaustion. The nightmare was finally over.

Since that day, both I and my accountant have sung the praises of Property118 to every landlord we know. Their expertise, their guidance—it had all been vindicated.

But then, in September 2023, I came across articles by Dan Neidle, accusing Property118 of promoting an abusive tax avoidance scheme. I was stunned. At first, I thought it would be quickly resolved, but I was wrong.

Within days, Neidle reported that HMRC had opened an investigation into Property118. Suddenly, it seemed like everyone—lawyers, tax advisers, the media—was piling on, branding Property118 as a scam run by crooks. How could this be happening after everything I’d been through?

The messages from people I’d shared my experiences with started pouring in. “Have you heard about the investigation into Property118?” they would ask. “Sounds dodgy to me,” they’d say. “You must be worried.”

Initially, I wasn’t worried. But now, those same dark thoughts are creeping back into my mind. Can HMRC reverse a closure notice? Could they really change the rules after the fact? Where’s the justice in that? If not, why are they targeting Property118?

The only explanation that makes any sense is that HMRC panicked, buckling under the immense negative media pressure aimed solely at Property118—my advisers, who had stood by me every step of the way!

To my knowledge, no other companies offering similar services have been accused of failing to disclose a disclosable tax avoidance scheme for recommending incorporation. Nor have they received Stop Notices from HMRC.

My frustration has now turned into anger. How can the opinion of one man lead to such drastic consequences? Why should every client that Property118 assisted now endure the same anxiety I once did?

Perhaps Mr. Neidle’s legal analysis isn’t flawed. But if that’s the case, why was the HMRC investigation into my business closed? I can only conclude that either my incorporation was entirely legitimate, as HMRC agreed, or that HMRC’s handling of my investigation and the 20+ other investigations into Property118 clients were all deeply incompetent, exposing countless landlords to unnecessary risk in the years that have since passed. I can’t believe for a second that the latter is true, so what does HMRC hope to get from further investigations? Does it hope to prove that it has previously been grossly incompetent in its handling of 20+ investigations, by concluding that everything had been done correctly and the correct reliefs had been claimed?

Please forgive me for choosing to share these thoughts anonymously – I trust you will understand my reasoning.


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Mark Alexander - Founder of Property118

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18:03 PM, 28th August 2024, About a month ago

Reply to the comment left by Ryan Stevens at 28/08/2024 - 17:52
I have to be careful what I say, but I did say in a previous comment that there are serious “misunderstandings” contained in the HMRC Stop Notice. It is my firm belief that these have all come about as a result of Dan Neidle’s flawed reasoning, based on him having decided first that we are guilty and subsequently creating a narrative to justify those thoughts, and his strong media influence. There may also be a second element to his apparent sophistry, which is that it appears he had no understanding of ESC D32 prior to launching his attacks and also hadn't considered the expert guidance contained in Simons Taxes. A third possible explanation is that DN was misdirected by people he believed to be experts based on their status and qualifications but who were perhaps even more clueless on the subject of landlord incorporation than himself, possibly professionally envious of at least sceptical or our success too.

Ryan Stevens

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9:50 AM, 29th August 2024, About a month ago

Reply to the comment left by Mark Alexander - Founder of Property118 at 28/08/2024 - 18:03
It is not illegal to arrange your affairs to minimise the amount of tax paid, to protect assets and to make life easier for future generations, we've had trusts, etc for centuries.

It is up to HMRC to prove that the arrangements are flawed - something they are pretty poor at doing. There is a recent case where a taxpayer got away with £600k of tax because HMRC hadn't followed the correct procedures, and in the end they had to bring in legislation that effectively operated retrospectively to knock employee loan schemes on the head, even though they had known about the schemes for years and were losing millions in taxes!

Linda Price

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11:41 AM, 29th August 2024, About a month ago

Reply to the comment left by Ryan Stevens at 27/08/2024 - 18:05
We have a partnership group mortgage with Handelsbanken, who were happy to just transfer the debt over to the limited company once we’d incorporated. Unfortunately this undeserved problem occurred before we were able to complete the process (luckily for us in the event) but so unfair for all those that did go ahead. I have dealt with both Mark Alexander and Mark Smith for many years and have only ever found them to be hard working, honest decent people who were helping landlords fight against the governments seeming war against us landlords.

Beaver

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12:10 PM, 29th August 2024, About a month ago

Reply to the comment left by Linda Price at 29/08/2024 - 11:41
And out of curiosity was there SDLT to pay? As I understand the situation, if I were to transfer my BTL property to my wife I would still potentially be liable to a charge to SDLT even though we are married and cohabiting. There's a summary of why here:

https://osborneslaw.com/blog/transfer-of-equity-stamp-duty/

So presumably if you transfer a property or properties from sole ownership or a partnership to a limited company then SDLT would be payable.

Ryan Stevens

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12:14 PM, 29th August 2024, About a month ago

Reply to the comment left by Beaver at 29/08/2024 - 12:10
No, SDLT is not necessarily payable on the transfer of a property business from a partnership to a limited company.

Mark Alexander - Founder of Property118

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12:15 PM, 29th August 2024, About a month ago

Reply to the comment left by Beaver at 29/08/2024 - 12:10
It is quite possible that a Partnership would NOT have to pay SDLT at incorporation.

The legislation is Finance Act 2003 schedule 15. The SDLT calculation is known as the “Sum of Lower Proportions”, often abbreviated to SLP.

Beaver

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12:40 PM, 29th August 2024, About a month ago

Reply to the comment left by Mark Alexander - Founder of Property118 at 29/08/2024 - 12:15
Interesting.

So the current situation not only penalises small portfolio landlords by preventing them from offsetting their finance costs against rents (where as of course a limited company can), but it also penalises married couples who want to transfer properties between husband and wife without paying SDLT.

Mark Alexander - Founder of Property118

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13:58 PM, 29th August 2024, About a month ago

Reply to the comment left by Beaver at 29/08/2024 - 12:40
Are the married couples engaging in the same business as co-adventurers?

If so, and they also meet the business test, the Paftnership Act 1890 deems them to be a a Partnership.

Beaver

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14:04 PM, 29th August 2024, About a month ago

Reply to the comment left by Mark Alexander - Founder of Property118 at 29/08/2024 - 13:58
No. It's just that I've looked into transferring my property from sole ownership (i.e. my ownership only) into joint ownership (myself and my wife) in the past and found out that if I did it I would have to pay SDLT. Not only that, I'd have had to pay SDLT at the higher rate which would have eliminated all the profit for a year. Consequently I didn't do it.

I've always assumed that because companies have separate legal person and there is a transfer of ownership when you transfer from sole ownership or a partnership into a business such as a limited company then SDLT would be payable.

So the current situation penalises small portfolio landlords, married couples, and presumably civil partners as well.

Mark Alexander - Founder of Property118

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14:36 PM, 29th August 2024, About a month ago

Reply to the comment left by Beaver at 29/08/2024 - 14:04
Not necessarily!

If you were to transfer say 50% of the value of your properties to your wife you would normally need to transfer 50% of your mortgage liabilities. That's perhaps how you arrived at your conclusion, because HMRC would regard the mortgage liabilities transferred as consideration for SDLT purposes. There would be no CGT because you are married.

However, whats to stop you transferring say 1%? Would 1% of the mortgage liabilities attact SDLT or would it fall below the threshold?

Are you also aware that the additional 3% SDLT rate does not apply on transfers between spouses?

The above is just one of many options you might have been advised to consider if you wanted to form a Partnership with your spouse. However, forming a Partnership purely to avoid SDLT at incorporation would likely fall foul of the anti-avoidance rules in the Finance Act 2003 schedule 75a. If that was not the ‘main reason’ there are much stronger arguments.

There are much better options than General Partnerships for spouses though in my opinion, especially if separation of business and personal assets and liabilities are important and also if plans to involve family members for business continuity and legacy planning are also important.

To learn more please book a tax planning consultation with us. We are still open for business, but we are not currently recommending incorporation for the reasons already mentioned in this thread.

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