HMRC Investigation into £9million Property118 ‘Incorporation Relief’ Claim

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In June 2020 HMRC opened an investigation into a £9 million ‘incorporation relief’ claim made by a Property118 client who used the Beneficial Interest Company Transfer structure “BICT” to substantially incorporate their property rental business.

The HMRC manual states:

“TCGA92/S162 applies where a person other than a company transfers a business as a going concern with the whole of its assets (or the whole of its assets other than cash) to a company wholly or partly in exchange for shares. Provided that various conditions are satisfied, see CG65710, the charge to CGT on the whole or part of the gains will be postponed until such time as the person transferring the business disposes of the shares.

The way the relief works in practice is that all or part of the gains arising on the disposals of the assets are ‘rolled over’ against the cost of the shares.

Relief under TCGA92/S162 is sometimes referred to as ‘incorporation relief’……”


The incorporation substantially completed without the landlords refinancing their extremely advantageous mortgages.

The HMRC manuals confirming this is allowable say:

“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.”

HMRC closed their enquiry at the beginning of February 2021.

The accountant acting for the landlords’ said:


The Property118 Tax law team always prepare every case we work on as if it will be investigated, even though the ratio of investigations is only ever one in every 100.

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