Our focus is you

We provide legal and tax services for companies and other business entities including partnerships and charities. We will also explore tax solutions for accountants to consider for their clients.

Examples of the types of services we offer to our clients include:

Companies and unincorporated associations

Advice on tax warranties and indemnities on share sales.

Stamp Duty Land Tax advice on acquiring property including within group structures and as part of corporate reorganisations, and advice on reliefs available to specific bodies such as charities.

Extracting profits from a company, comparing remuneration, dividend and capital routes.  Tax implications of winding up a business including formal and informal methods of winding up a company including liquidation.

Advice on loss relief including trading, group, terminal, property and other losses.

Advice on how to maximise claims to Capital Allowances to reduce tax liabilities, including considering pooling, super deductions and first year allowances.

Mitigation of corporate taxes on chargeable gains on disposals of land, buildings, equipment, intangible and other assets, including full consideration of available reliefs and exemptions.

Consideration of tax implications of:

  • corporate change in ownership,
  • share buy-backs and transfers,
  • S455 tax on loans to participators of close companies,
  • reorganisations of group structures, and
  • research and development activities.

Business owners and partners

Capital Gains Tax implications of past and intended disposals of business assets held by owner-managed businesses and partners.  Considering allowances and reliefs including Business Asset Disposal Relief (formerly known as Entrepreneurs’ Relief), Hold-over Relief on gifts out of the business, Business Asset Rollover Relief, and Incorporation Relief.

VAT advice on electing to tax a property, and making Transfers as a Going Concern.

Considering the interaction of the full range of taxes to develop tax efficient strategies in order to:

  • extract value from your business,
  • protect assets for future generations,
  • exit and retire from a business,
  • set up a lettings business,
  • establish a Family Investment Company, and
  • transfer assets into onshore and offshore trusts.

Employers

Advice on offering employees share schemes, and comparison with bonus or dividend payments.

Assistance in understanding your obligations under VAT legislation and the off-payroll rules (IR35) when making payments to contractors, intermediaries, freelancers and umbrella companies.

Our team

Our team have worked with a wide range of sectors, clients and industries, which enables us to offer a holistic tax-focused service to our clients. Members of our team have extensive experience working in tax compliance and policy development at HMRC. We have worked with banking and life insurance providers, construction industry clients, estates, owner managed businesses on business transactions, sole traders, partnerships, investment companies, small to medium sized companies, PLCs and group structures.

Your key questions answered

My construction company is being investigated by HMRC for payment of my supplier’s VAT. Can you represent me?

Our team has substantial experience of representing clients in HMRC investigations and would be happy to review your case with a view to representing your company.  We will take a pragmatic and sympathetic approach to establishing the facts of your case and use our specialist knowledge to advise you on the best way forward.

We are selling a subsidiary. Can you review and negotiate the tax warranties and indemnities to reduce any future exposure to claims from the Buyer?

Our team has extensive experience negotiating and drafting tax warranties and indemnities which allocate tax risk between the Buyer and Seller. We take the time to understand your business and our aim is always to minimise your tax risk.

I control a group of companies and I’d like to transfer a property that I hold personally into the group. What are the tax implications and how can we structure the deal so as to mitigate liabilities?

When you transfer assets into a company, any gains you make personally may be subject to Capital Gains Tax, even if you charge your group less than the value of those assets.  We will help you to ensure that you calculate and report any Capital Gains Tax due correctly, and make best use of any exemptions and reliefs which are available.  For example, in the case of a residential property, if you have lived in it, Principal Private Residence Relief may be due, however the availability of this relief may be impacted if you continue to live in the property after transferring it, ie continue to have beneficial ownership.  Our team will help you to consider your options and how they might impact your personal tax position.

Our teams will also advise you on which of your group companies may be the most tax efficient owner of the property, including whether to set up a new company to hold it (a Special Purpose Vehicle or SPV). We will also help you to decide whether the property owning company will charge rent to any occupier, and how this will be taxed, and whether group relief is available on this income to reduce the tax charge to the group overall.

A contractor has asked me to pay them without deducting tax and have not provided a VAT registration number. What are my obligations? Should I carry out any checks?

Self employed contractors are responsible for reporting and paying Income Tax to HMRC, however this is a key area of focus currently for HMRC and a significant number of individuals, some very high profile, have been subject to challenge and ultimately court action, over their employment status in recent years.

If you are engaging a contractor you are obliged to check their employment status, as if you fail to treat them as an employee you may have to pay unpaid tax and penalties if their status is wrong.  Our team will help you to understand the complex rules on off-payroll working (IR35) and whether you should be operating a PAYE scheme and deducting tax from the contractor.

As to the charge to VAT, it is the responsibility of the supplier to decide whether or not VAT is chargeable.  However if you think that you should be paying VAT to a contractor business and the supplier does not ask you to do so, you should consider the supply, the contractor and the surrounding facts carefully as HMRC may view you as a participator, should you have failed to report any wrongdoing.  Our specialist teams can review the supply and the contractor business and apply the complex rules on VAT, and help you to determine whether you should take any action.

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Meet the team

Ingrid McCleave, Lawyer, Partner, Private Client, DMH Stallard

Ingrid McCleave Partner

Ingrid has 27 years’ experience working in tax, including several years with two of the big four accountancy firms, specialising in corporate tax including tax relating to the financial service industry and Treasury (derivative instruments), having advised banks and Life Insurance companies. Initially called to the Bar, Ingrid later converted to a solicitor, working as Head of Tax in various City law firms. Ingrid’s experience includes examining tax planning strategies for multi-national companies – international corporate restructuring for tax purposes. Ingrid has also dealt with tax investigations by the Revenue on behalf of corporate and sole trader clients. During her time at the big four Ingrid co-wrote the Tax Guide to Europe, an internal publication sent to internationally focused clients. This summarised the corporate tax, income tax, indirect tax, and capital taxes of each country. Ingrid specialises in Corporate Tax, VAT, SDLT, Capital Gains Tax reliefs, and share options schemes.

Bethan Chant, Solicitor, Private Client, London, DMH Stallard LLP

Bethan Chant Solicitor

Bethan brings extensive tax experience to the team at DMH Stallard, and plays a key role in enabling us to offer a holistic tax-focused service to our business clients. Bethan has 13 years’ experience working in tax compliance and policy development at HMRC. She has worked with sole traders, partnerships, SMEs, public bodies and corporate group structures, assisting them with UK tax compliance in reporting liabilities after the event and arranging clearances and advising on potential transactions beforehand, helping them to make informed commercial decisions. She has also lead tax enquiries and compliance checks, including calculating and agreeing settlements with penalties. As a solicitor, Bethan has advised clients and fellow legal professionals on ensuring tax compliance, and on options for structuring property and other transactions to ensure tax bills and reporting obligations are kept to a minimum.

Recent work

Business Taxation

Share sales

Our team advised a corporate client on tax warranties and indemnities at the last-minute of the sale of shares in a subsidiary of a large group of companies. Share sale completed with a value £1.5m.

Operating a lettings business – taxation of the business and protection of assets for future generations

Advising a client with numerous rental properties held jointly with spouse, considering whether they were operating as a business, advising on tax savings and setting up various Trusts in order to protect assets for future generations and provide Inheritance Tax savings.

SDLT on group re-organisation

In response to a requisition from HM Land Registry our team clarified the arrangements and confirmed the statutory clauses exempting the transaction from SDLT due to group reorganisation and the hiving up of the commercial property to the parent company in accordance with the re-organisation.

Advising on purchase agreement to ensure TOGC treatment

Buyer purchasing life insurance arm of company and advising on how this should be structured to ensure TOGC treatment for VAT purposes.

News and insights

Penalties for breaching environmental legislation

Insights

An overview of the environmental regulator’s approach to the enforcement and prosecution of environmental offences which outlines the potential penalties and other implications for a businesses who breaches environmental legislation

25/02/2015

Enforcing possession orders – how not to do it

Insights

We explain how not to enforce possession orders, as shown in London Borough of Southwark -v- AA [2014] EWHC 500 (QB)

29/09/2015