3 On 1 January 2007 Dovedale Ltd, a company with no subsidiaries, intends to purchase 65% of the ordinary sharecapital of Hira Ltd from Belgrove Ltd. Belgrove Ltd currently owns 100% of the share capital of Hira Ltd and has noother subsidiaries. All three

(b) Advise the management of SCC Ltd of THREE strategies that should be considered in order to improve the

future performance of SCC Ltd. (6 marks)

(c) Advise Alan on the proposed disposal of the shares in Mobile Ltd. Your answer should include calculations

of the potential capital gain, and explain any options available to Alan to reduce this tax liability. (7 marks)

(b) Identify the most appropriate approved share option scheme for Happy Home Ltd. Outline the scheme

requirements and the tax benefits of using it compared to the current unapproved scheme. (6 marks)

(b) Explain by reference to Hira Ltd’s loss position why it may be beneficial for it not to claim any capital

allowances for the year ending 31 March 2007. Support your explanation with relevant calculations.

(6 marks)

(d) Explain whether or not Dovedale Ltd, Hira Ltd and Atapo Inc can register as a group for the purposes of value

added tax. (3 marks)

(ii) Explain whether or not Carver Ltd will become a close investment-holding company as a result of

acquiring either the office building or the share portfolio and state the relevance of becoming such a

company. (2 marks)

4 Coral is the owner and managing director of Reef Ltd. She is considering the manner in which she will make her first

pension contributions. In November 2007 she inherited her mother’s house in the country of Kalania.

The following information has been extracted from client files and from telephone conversations with Coral.

Coral:

– 1972 – Born in the country of Kalania. Her father, who died in 2002, was domiciled in Kalania.

– 1999 – Moved to the UK and has lived and worked here since then.

– 2001 – Subscribed for 100% of the ordinary share capital of Reef Ltd.

– Intends to sell Reef Ltd and return to live in the country of Kalania in 2012.

– No income apart from that received from Reef Ltd.

Reef Ltd:

– A UK resident company with annual profits chargeable to corporation tax of approximately ￡70,000.

– Four employees including Coral.

– Provides scuba diving lessons to members of the public.

Payments from Reef Ltd to Coral in 2007/08:

– Director’s fees of ￡460 per month.

– Dividends paid of ￡14,250 in June 2007 and ￡14,250 in September 2007.

Pension contributions:

– Coral has not so far made any pension contributions in the tax year 2007/08 but wishes to make gross pension

contributions of ￡9,000.

– The contributions are to be made by Reef Ltd or Coral or a combination of the two in such a way as to minimise

the total after tax cost.

– Any contributions made by Coral will be funded by an additional dividend from Reef Ltd.

House in the country of Kalania:

– Beachfront property with potential rental income of ￡550 per month after deduction of allowable expenditure.

– Coral will use it for holidays for two months each year.

The tax system in the country of Kalania:

– No capital gains tax or inheritance tax.

– Income tax at 8% on income arising in the country of Kalania.

– No double tax treaty with the UK.

Required:

(a) With the objective of minimising the total after tax cost, advise Coral as to whether the gross pension

contributions of ￡9,000 should be made:

– wholly by Reef Ltd; or

– by Coral to the extent that they are tax allowable with the balance made by Reef Ltd.

Your answer should include supporting calculations where necessary. (9 marks)

5 Gagarin wishes to persuade a number of wealthy individuals who are business contacts to invest in his company,

Vostok Ltd. He also requires advice on the recoverability of input tax relating to the purchase of new premises.

The following information has been obtained from a meeting with Gagarin.

Vostok Ltd:

– An unquoted UK resident company.

– Gagarin owns 100% of the company’s ordinary share capital.

– Has 18 employees.

– Provides computer based services to commercial companies.

– Requires additional funds to finance its expansion.

Funds required by Vostok Ltd:

– Vostok Ltd needs to raise ￡420,000.

– Vostok Ltd will issue 20,000 shares at ￡21 per share on 31 August 2008.

– The new shareholder(s) will own 40% of the company.

– Part of the money raised will contribute towards the purchase of new premises for use by Vostok Ltd.

Gagarin’s initial thoughts:

– The minimum investment will be 5,000 shares and payment will be made in full on subscription.

– Gagarin has a number of wealthy business contacts who may be interested in investing.

– Gagarin has heard that it may be possible to obtain tax relief for up to 60% of the investment via the enterprise

investment scheme.

Wealthy business contacts:

– Are all UK resident higher rate taxpayers.

– May wish to borrow the funds to invest in Vostok Ltd if there is a tax incentive to do so.

New premises:

– Will cost ￡446,500 including value added tax (VAT).

– Will be used in connection with all aspects of Vostok Ltd’s business.

– Will be sold for ￡600,000 plus VAT in six years time.

– Vostok Ltd will waive the VAT exemption on the sale of the building.

The VAT position of Vostok Ltd:

– In the year ending 31 March 2009, 28% of Vostok Ltd’s supplies will be exempt for the purposes of VAT.

– This percentage is expected to reduce over the next few years.

– Irrecoverable input tax due to the company’s partially exempt status exceeds the de minimis limits.

Required:

(a) Prepare notes for Gagarin to use when speaking to potential investors. The notes should include:

(i) The tax incentives immediately available in respect of the amount invested in shares issued in

accordance with the enterprise investment scheme; (5 marks)

3 The Stiletto Partnership consisted of three partners, Clint, Ben and Amy, who shared the profits of the business

equally. On 28 February 2007 the partners sold the business to Razor Ltd, in exchange for shares in Razor Ltd, with

each former partner owning one third of the new company.

The recent, tax adjusted, trading profits of the Stiletto Partnership have been as follows:

￡

Year ended 30 June 2006 92,124

1 July 2006 to 28 February 2007 81,795

Clint, who was 65 on 5 October 2006, retired when the business was sold to Razor Ltd. He is now suggesting that

if the sale of the partnership, and his retirement, had been delayed until 30 April 2007, his total tax liability would

have been reduced. Clint’s only other income is gross pension income of ￡6,100 per year, which he began receiving

in the tax year 2005/06. Clint did not receive any salary or dividends from Razor Ltd. It is estimated that the

partnership’s tax adjusted trading profits for the period from 1 March 2007 to 30 April 2007 would have been

￡20,760. Clint has overlap profits of ￡14,250 brought forward from when the partnership began trading.

Razor Ltd manufactures industrial cutting tools. On 1 July 2007, Razor Ltd will subscribe for the whole of the ordinary

share capital of Cutlass Inc, a company newly incorporated in the country of Sharpenia. It is intended that Cutlass

Inc will purchase partly finished tools from Razor Ltd and customise them in Sharpenia. It is anticipated that Cutlass

Inc’s annual profits chargeable to corporation tax will be approximately ￡120,000.

Ben and Amy will be the directors of Cutlass Inc, although Ben will not be involved in the company’s business on a

day-to-day basis. Amy intends to spend one or two weeks each month in the country of Sharpenia looking after the

company’s affairs. The remainder of her time will be spent in the UK. Amy has employment contracts with both Razor

Ltd and Cutlass Inc and her duties for Cutlass Inc will be carried out wholly in Sharpenia. Cutlass Inc will pay for

Amy’s flights to and from Sharpenia and for her husband and baby to visit her there twice a year. Amy is currently

UK resident and ordinarily resident.

The system of income tax and corporation tax in the country of Sharpenia is broadly similar to that in the UK although

the rate of corporation tax is 38% regardless of the level of profits. There is a double tax treaty between the UK and

Sharpenia based on the OECD model treaty. The clause in the treaty dealing with company residency states that a

company resident in both countries under domestic law will be regarded under the treaty as being resident only in the

country where it is effectively managed and controlled. Sharpenia is not a member of the European Union.

Required:

(a) (i) Calculate Clint’s taxable trading profits for the tax years 2006/07 and 2007/08 for both of the

alternative retirement dates (28 February 2007 and 30 April 2007). (3 marks)

(b) Calculate the corporation tax (CT) liabilities for Alantech Ltd, Boron Ltd and Bubble Ltd for the year ending

31 December 2004 on the assumption that loss reliefs are taken as early as possible. (9 marks)

6 Assume today’s date is 16 April 2005.

Henry, aged 48, is the managing director of Happy Home Ltd, an unquoted UK company specialising in interior

design. He is wealthy in his own right and is married to Helen, who is 45 years old. They have two children – Stephen,

who is 19, and Sally who is 17.

As part of his salary, Henry was given 3,000 shares in Happy Home Ltd with an option to acquire a further 10,000

shares. The options were granted on 15 July 2003, shortly after the company started trading, and were not part of

an approved share option scheme. The free shares were given to Henry on the same day.

The exercise price of the share options was set at the then market value of ￡1·00 per share. The options are not

capable of being exercised after 10 years from the date of grant. The company has been successful, and the current

value of the shares is now ￡14·00 per share. Another shareholder has offered to buy the shares at their market value,

so Henry exercised his share options on 14 April 2005 and will sell the shares next week, on 20 April 2005.

With the company growing in size, Henry wishes to recruit high quality staff, but the company lacks the funds to pay

them in cash. Henry believes that giving new employees the chance to buy shares in the company would help recruit

staff, as they could share in the growth in value of Happy Home Ltd. Henry has heard that there is a particular share

scheme that is suitable for small, fast growing companies. He would like to obtain further information on how such

a scheme would work.

Henry has accumulated substantial assets over the years. The family house is owned jointly with Helen, and is worth

￡650,000. Henry has a ￡250,000 mortgage on the house. In addition, Henry has liquid assets worth ￡340,000

and Helen has shares in quoted companies currently worth ￡125,000. Henry has no forms of insurance, and believes

he should make sure that his wealth and family are protected. He is keen to find out what options he should be

considering.

Required:

(a) (i) State how the gift of the 3,000 shares in Happy Home Ltd was taxed. (1 mark)

(ii) Briefly outline the tax consequences for Henry if the types of protection identified in (i) were to be

provided for him by Happy Home Ltd compared to providing them for himself. You are not required to

discuss the corporation tax (CT) consequences for Happy Home Ltd. (4 marks)

(c) Calculate the expected corporation tax liability of Dovedale Ltd for the year ending 31 March 2007 on the

assumption that all available reliefs are claimed by Dovedale Ltd but that Hira Ltd will not claim any capital

allowances in that year. (4 marks)

5 (a) Carver Ltd was incorporated and began trading in August 2002. It is a close company with no associated

companies. It has always prepared accounts to 31 December and will continue to do so in the future.

It has been decided that Carver Ltd will sell its business as a going concern to Blade Ltd, an unconnected

company, on 31 July 2007. Its premises and goodwill will be sold for ￡2,135,000 and ￡290,000 respectively

and its machinery and equipment for ￡187,000. The premises, which do not constitute an industrial building,

were acquired on 1 August 2002 for ￡1,808,000 and the goodwill has been generated internally by the

company. The machinery and equipment cost ￡294,000; no one item will be sold for more than its original cost.

The tax adjusted trading profit of Carver Ltd in 2007, before taking account of both capital allowances and the

sale of the business assets, is expected to be ￡81,000. The balance on the plant and machinery pool for the

purposes of capital allowances as at 31 December 2006 was ￡231,500. Machinery costing ￡38,000 was

purchased on 1 March 2007. Carver Ltd is classified as a small company for the purposes of capital allowances.

On 1 August 2007, the proceeds from the sale of the business will be invested in either an office building or a

portfolio of UK quoted company shares, as follows:

Office building

The office building would be acquired for ￡3,100,000; the vendor is not registered for value added tax (VAT).

Carver Ltd would borrow the additional funds required from a UK bank. The building is let to a number of

commercial tenants who are not connected with Carver Ltd and will pay rent, in total, of ￡54,000 per calendar

quarter, in advance, commencing on 1 August 2007. The company’s expenditure for the period from 1 August

2007 to 31 December 2007 is expected to be:

￡

Loan interest payable to UK bank 16,000

Building maintenance costs 7,500

Share portfolio

Shares would be purchased for the amount of the proceeds from the sale of the business with no need for further

loan finance. It is estimated that the share portfolio would generate dividends of ￡36,000 and capital gains, after

indexation allowance, of ￡10,000 in the period from 1 August 2007 to 31 December 2007.

All figures are stated exclusive of value added tax (VAT).

Required:

(i) Taking account of the proposed sale of the business on 31 July 2007, state with reasons the date(s) on

which Carver Ltd must submit its corporation tax return(s) for the year ending 31 December 2007.

(2 marks)

3 Palm plc recently acquired 100% of the ordinary share capital of Nikau Ltd from Facet Ltd. Palm plc intends to use

Nikau Ltd to develop a new product range, under the name ‘Project Sabal’. Nikau Ltd owns shares in a non-UK

resident company, Date Inc.

The following information has been extracted from client files and from a meeting with the Finance Director of Palm

plc.

Palm plc:

– Has more than 40 wholly owned subsidiaries such that all group companies pay corporation tax at 30%.

– All group companies prepare accounts to 31 March.

– Acquired Nikau Ltd on 1 November 2007 from Facet Ltd, an unrelated company.

Nikau Ltd:

– UK resident company that manufactures domestic electronic appliances for sale in the European Union (EU).

– Large enterprise for the purposes of the enhanced relief available for research and development expenditure.

– Trading losses brought forward as at 1 April 2007 of ￡195,700.

– Budgeted taxable trading profit of ￡360,000 for the year ending 31 March 2008 before taking account of ‘Project

Sabal’.

– Dividend income of ￡38,200 will be received in the year ending 31 March 2008 in respect of the shares in Date

Inc.

‘Project Sabal’:

– Development of a range of electronic appliances, for sale in North America.

– Project Sabal will represent a significant advance in the technology of domestic appliances.

– Nikau Ltd will spend ￡70,000 on staffing costs and consumables researching and developing the necessary

technology between now and 31 March 2008. Further costs will be incurred in the following year.

– Sales to North America will commence in 2009 and are expected to generate significant profits from that year.

Shares in Date Inc:

– Nikau Ltd owns 35% of the ordinary share capital of Date Inc.

– The shares were purchased from Facet Ltd on 1 June 2003 for their market value of ￡338,000.

– The sale was a no gain, no loss transfer for the purposes of corporation tax.

– Facet Ltd purchased the shares in Date Inc on 1 March 1994 for ￡137,000.

Date Inc:

– A controlled foreign company resident in the country of Palladia.

– Annual chargeable profits arising out of property investment activities are approximately ￡120,000, of which

approximately ￡115,000 is distributed to its shareholders each year.

The tax system in Palladia:

– No taxes on income or capital profits.

– 4% withholding tax on dividends paid to shareholders resident outside Palladia.

Required:

(a) Prepare detailed explanatory notes, including relevant supporting calculations, on the effect of the following

issues on the amount of corporation tax payable by Nikau Ltd for the year ending 31 March 2008.

(i) The costs of developing ‘Project Sabal’ and the significant commercial changes to the company’s

activities arising out of its implementation. (8 marks)

3 Spica, one of the director shareholders of Acrux Ltd, has been in dispute with the other shareholders over plans to

expand the company’s activities overseas. In order to resolve the position it has been agreed that Spica will sell her

shares back to the company. Once the purchase of her shares has taken place, the company intends to establish a

number of branches overseas and acquire a shareholding in a number of companies that are resident and trade in

overseas countries.

The following information has been obtained from client files and meetings with the parties involved.

Acrux Ltd:

– An unquoted UK resident company.

– Share capital consists of 50,000 ordinary shares issued at ￡1·90 per share in July 2000.

– None of the other shareholders has any connection with Spica.

The purchase of own shares:

– The company will purchase all of Spica’s shares for ￡8 per share.

– The transaction will take place by the end of 2008.

Spica:

– Purchased 8,000 shares in Acrux Ltd for ￡2 per share on 30 September 2003.

– Has no income in the tax year 2008/09.

– Has chargeable capital gains in the tax year 2008/09 of ￡3,800.

– Has houses in the UK and the country of Solaris and divides her time between them.

Investment in non-UK resident companies:

– Acrux Ltd will acquire between 15% and 20% of each of the non-UK resident companies.

– The companies will not be controlled foreign companies as the rates of tax in the overseas countries will be

between 23% and 42%.

– There may or may not be a double tax treaty between the UK and the overseas countries in which the companies

are resident. Where there is a treaty, it will be based on the OECD model treaty.

– None of the countries concerned levy withholding tax on dividends paid to UK companies.

– The directors of Acrux Ltd are concerned that the rate of tax suffered on the profits of the overseas companies

will be very high as they will be taxed in both the overseas country and in the UK.

Required:

(a) (i) Prepare detailed calculations to determine the most beneficial tax treatment of the payment Spica will

receive for her shares; (7 marks)

6 Charles and Jane Miro, aged 31 and 34 years respectively, have been married for ten years and have two children

aged six and eight years. Charles is a teacher but for the last five years he has stayed at home to look after their

children. Jane works as a translator for Speak Write Ltd.

Speak Write Ltd was formed and began trading on 6 April 2006. It provides translation services to universities. Jane,

who ceased employment with Barnham University to found the company, owns 100% of its ordinary share capital

and is its only employee.

Speak Write Ltd has translated documents for four different universities since it began trading. Its biggest client is

Barnham University which represents 70% of the company’s gross income. It is estimated that the company’s gross

fee income for its first 12 months of trading will be ￡110,000. Speak Write Ltd usually agrees fixed fees in advance

with its clients although it charges for some projects by reference to the number of days taken to do the work. None

of the universities makes any payment to Speak Write Ltd in respect of Jane being on holiday or sick.

All of the universities insist that Jane does the work herself. Jane carries out the work for three of the universities in

her office at home using a computer and specialised software owned by Speak Write Ltd. The work she does for

Barnham University is done in the university’s library on one of its computers as the documents concerned are too

delicate to move.

The first set of accounts for Speak Write Ltd will be drawn up for the year ending 5 April 2007. It is estimated that

the company’s tax adjusted trading profit for this period will be ￡52,500. This figure is after deducting Jane’s salary

of ￡4,000 per month and the related national insurance contributions but before any adjustments required by the

application of the personal service companies (IR 35) legislation. The company has no other sources of income or

capital gains.

Jane has not entered into any communication with HM Revenue and Customs (HMRC) with respect to the company

and wants to know:

– When the corporation tax computation should be submitted and when the tax is due.

– When the corporation tax computation can be regarded as having been agreed by HMRC.

Charles and Jane have requested a meeting to discuss the family’s finances. In particular, they wish to consider the

shortfall in the family’s annual income and any other related issues if Jane were to die. Their mortgage is covered

by a term assurance policy but neither of them have made any pension contributions or carried out any other long

term financial planning.

Jane has estimated that her annual after tax income from Speak Write Ltd, on the assumption that she extracts all of

the company’s profits, will be ￡58,000. Charles owns two investment properties that together generate after tax

income of ￡8,500. He estimates that he could earn ￡28,000 after tax if he were to return to work.

The couple’s annual surplus income, after payment of all household expenditure including mortgage payments of

￡900 per month, is ￡21,000. Charles and Jane have no other sources of income.

Required:

(a) Write a letter to Jane setting out:

(i) the arguments that HMRC could put forward, based only on the facts set out above, in support of

applying the IR 35 legislation to Speak Write Ltd; and

(ii) the additional income tax and national insurance contributions that would be payable, together with

their due date of payment, if HMRC applied the IR 35 legislation to all of the company’s income in

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