What Does “Washing Out CGT On Incorporation” Actually Mean?

by Mark Alexander

9:11 AM, 13th June 2018
About 11 months ago

What Does “Washing Out CGT On Incorporation” Actually Mean?

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What Does “Washing Out CGT On Incorporation” Actually Mean?

A common question I am asked by landlords who are considering incorporation of their property rental business is “what does washing out Capital Gains Tax (CGT) on incorporation actually mean?”.

I will explain this first using an analogy, which will make a lot more sense when I then relate it back to the question.

Imagine you have just cleaned a muddy floor with a white towel. The towel isn’t white any more is it? This is because the mud has been transferred from the floor onto the towel. The floor might well be clear of mud but the towel isn’t is it? The mud still exists, it has merely been transferred.

Now imagine washing the towel in a bucket of water. You can wash the mud out of the towel but it remains in the water doesn’t it?

In both scenarios there is no less mud after the transition than there was before. You have simply moved the unwanted mud from an inconvenient position to a more convenient position for you.

In this analogy the mud represents the capital gains on which CGT is ordinarily payable. The towel represents shares in your new company and the bucket of water might represent your long term exit strategy.

When a property rental business is transferred into a company it is treated as a sale, which triggers capital gains. However, a piece of legislation called TCGA92/S162 enables business owners to exchange equity in their business for shares and to offset the value of the shares created (the value of the equity in the business) against the capital gain resulting from the sale of the business, to reduce or even eliminate the payment of CGT at this point by deferring it. Effectively, the capital gains have been transferred from the properties into the shares in the company, much like the mud being transferred from the floor to the towel, or the towel into the bucket of water.

Imagine a scenario where a property was originally purchased for £100,000 but transferred to a company for £200,000. If that property was sold for £200,000 the following day, the company would have made no profit, hence there would be no capital gains. This is because the £100,000 of capital gain has been washed out of the property and into the company shares. Therefore, the CGT is deferred until the shares (not the properties) are disposed of.

However, there are two scenario’s at least where CGT would not fall due on disposal of the company shares. These are:-

  1. If the owner of the shares dies before they are transferred – rather an extreme way to avoid paying tax though!
  2. The second second is if the shares in the company are sold to a REIT. This is the equivalent to my analogy of washing the towel in the bucket of water.

The above often leads to another question; “what are latent gains?”

Latent gains occur when equity in your business is less that your capital gains. Capital gains are current value minus acquisition costs. Equity is current value minus liabilities. If a latent gain exists, it is because you have insufficient equity to convert into shares in order to offset all of your capital gains at the point of incorporation. Accordingly, CGT remains payable on the element of latent gains. There are only a few ways to avoid this problem. The first is to move abroad and become non-resident, in which case your acquisition costs are deemed to be the value of your business as of April 2015. The others are to reduce your debt, or to add assets to the business, so that your equity is the same level as your capital gains.

Our main “Tax Planning” page has several case studies based on the above scenario’s, the three most popular of which are linked below.

How Angie and Dan Could Have Saved £280,000

£1.7 million tax planning success

Expat Landlords Tax Planning Opportunity

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Mark Alexander

17:22 PM, 19th December 2018
About 5 months ago

Reply to the comment left by David Hope at 19/12/2018 - 17:18
Yes that is correct.

David Hope

17:54 PM, 19th December 2018
About 5 months ago

Once again thanks 🙂

Paul Machin

11:35 AM, 2nd February 2019
About 4 months ago

I am now starting to look at this Mark as our historical losses will be used up in 2020.
I did read somewhere couple of years ago, and I think it was on the 118 site, that Capital Homes Loans have a term in their mortgage conditions that refuse incorporation with the tax restructuring that you have been so successful with.
Is that the case as we have 4no. Capital Home Loan Mortgages within our portfolio ?

David Hope

12:36 PM, 13th February 2019
About 3 months ago

Post BICT Incorporation, since the value of the shares is the value of the Capital Gain, if I sold these shares to my son, after say 1 week - does the CGT "embedded" in the shares have to be paid to HMRC or since the shares have not really appreciated in value in a week, there is no CGT to pay ?

Further since this is the sale of unquoted shares by a basic rate tax payer - the CGT rate used would be 10% and if sold by a higher rate tax payer the CGT rate would be 20% - is that correct ?

Mark Alexander

16:31 PM, 13th March 2019
About 2 months ago

Reply to the comment left by Paul Machin at 02/02/2019 - 11:35
Hi Paul

I apologise for having taken so long to respond to your question. I was on holiday when you posted it and have only just spotted it by chance,

I will be happy to discuss this in detail with you if/when you book a tax consultation. Meanwhile, please see the article linked to below.


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