PM+M’s tax director, Claire Astley, examines the changes to entrepreneurs’relief following announcements made in the 2018 Autumn Budget.
Entrepreneurs’ relief allows the individual owners of business assets, including shares in a “personal company” (see definition below), to pay a reduced rate of tax on any capital gain they make when they sell those assets. Entrepreneurs’ relief applies to individuals only. It isn’t applicable to any gains made by limited companies.
Key changes following Autumn Budget
The Chancellor announced two key changes to entrepreneurs’ relief which shareholders need to consider now.
The first change announced was the definition of a ‘personal company’ for entrepreneurs’ relief. Previously, a personal company was defined as a trading company in which the shareholder:
- is an office holder, director or employee of the company or group company; and
- holds at least 5% of the ordinary share capital and of the voting rights of the company.
Following the Budget announcements, the shareholder will now also need to hold a 5% interest in the distributable profits and the net assets of the company for the relief to be available on the gain.
As this change will apply to disposals on or after 29 October 2018, the new conditions will need to have been met for a minimum period of 12 months leading up the disposal, this could have an impact on any imminent sales.
The second change, effective from 6 April 2019, is to extend the holding period throughout which the qualifying conditions for the relief must be satisfied before the disposal from one year to two years.
Finally, an individual whose shareholding is below the 5% qualifying threshold due to an issue of new shares will from April 2019 be able to obtain entrepreneurs’ relief on gains made up to the time of the dilution and freeze their entitlement at that point.
Points to note
There has been much discussion in the industry media regarding the impact these changes may have on shareholders with alphabet shares in their personal company and whether such shareholders will meet the new 5% interest in distributable profits condition. The changes in legislation have led to a great deal of uncertainty in this area and the professional bodies are due to meet with HMRC on 12th December to hopefully clarify the position.
On the bright side these new conditions do not apply to shares issued through the enterprise management investment (EMI) scheme making this an even more attractive option for issuing shares to key employees.
Shareholders with alphabet shares should sit tight for now and await the outcome of the discussions with HMRC. Shareholders with alphabet shares who are in the process of selling their shares please contact us for a review of your position.
Any changes made to share rights without proper advice could result in income tax charges arising for shareholders under the employment related securities legislation, so it is important not to rush into making changes.