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Dissolution loophole set to be closed

May 20, 2021

New legislation, which aims to prevent company directors avoiding investigation into their conduct by informally striking off their company instead of entering an insolvency process, has had its first reading in Parliament and looks set to become law later this year.

The move has been driven, in part, by the fear that some directors will look to avoid repayment of government-backed funding, such as CBILS or Bounce Back Loans, by dissolving their company instead of placing it into a formal insolvency process such as liquidation.


Dissolution and avoiding investigation

Currently, only live companies, or those that enter a formal insolvency process, can be investigated by the Insolvency Service for allegations of fraudulent trading. Directors can face a number of penalties and sanctions if found guilty of misconduct, including being made liable for company debts or being disqualified from acting as the director of a limited company for up to 15 years.


Dissolving a company through the strike-off process is not classed as a formal insolvency procedure and, therefore, directors can avoid investigation if they can successfully close their company in this way. The dissolution process is designed for companies which are not threatened with an insolvency procedure and haven’t been trading for the preceding three months, some directors have been using this as an alternative to formally liquidating their company.


This law, if passed, will not only prevent directors from dissolving companies with active liabilities going forward, but it is also set to be retrospective. This means the Insolvency Service will have the power to investigate companies that have already been dissolved but with a government-backed coronavirus loan still outstanding.


Closure, rescue, and recovery options

For a company with existing liabilities – whether this is a government-backed Covid loan or not – formal liquidation is the optimal closure route for all concerned. Not only does liquidation ensure outstanding creditors are treated fairly, but it also demonstrates a desire on behalf of directors to adhere to their legal obligations once they become aware their company is insolvent.


If the company has a viable future despite any current challenges, there are a range of rescue and recovery processes which can be explored if there is a desire to turn around the company’s fortunes. This can take the form of a Company Voluntary Arrangement (CVA) which facilitates negotiation with outstanding creditors, or Administration, which provides breathing space while a restructuring of the business is executed.



Our Expert Associates can talk you through the options available to directors when they are faced with financial pressure.

September 17, 2024
The move to Making Tax Digital for income tax from 2026 will cost sole traders and landlords on average £350 to set up the correct reporting system. HMRC estimates that the new MTD rules will result in an average annual additional cost of £110 for those reporting within the £30,000 to £50,000 threshold, while those with income over £50,000 will face transitional costs of £285, with ongoing costs of £115 a year. Up to 780,000 people with business or property income over £50,000 will have to report through the MTD for ITSA service from April 2026 with a further 970,000 set to sign up from April 2027 when the scheme extends to those with income between £30,000 and £50,000. Under MTD for income tax, landlords and sole traders will have to report income on a quarterly basis but the government dropped the requirement for a fifth report consolidating the annual information, a move announced at the Autumn Statement last November. The extension of MTD is set to raise an additional £120m in tax in the first year of operation, rising to £465m in 2027-28. The new reporting requirements are designed to reduce the level of errors and help to close the tax gap when they come into force from April 2026. HMRC estimates a transitional cost to business of around £561m and a net increase in the continuing costs of tax compliance of around £196m for those businesses mandated to use MTD for ITSA. Transitional one-off costs will include time spent in familiarisation with the new MTD reporting with digital record keeping and quarterly submission of information, in-house training, the purchase of new hardware or upgrading of existing hardware and additional accountancy or agents' costs. Transitional costs can be offset against the business' profits for tax purposes. Ongoing costs for business will be made up of the cost of subscriptions to MTD compatible software systems, additional time for making quarterly updates, and the cost of bridging software for those who want to continue using spreadsheets. Software and agent costs for business purposes, are tax deductible. HMRC estimates IT and non-IT costs for this next phase of MTD expansion will be in the region of £500m to the end of March 2028. 'MTD for ITSA is intended to help businesses get their tax right, with mandatory use of digital record keeping and using MTD compatible software to provide updates and returns digitally,' HMRC said. 'These measures are expected to improve businesses' experience of dealing with HMRC as managing their tax affairs will be simpler. Once businesses are used to operating the new MTD processes, we anticipate that they will find that MTD makes it easier for them to get things right and reduce errors.' At the moment, original plans to extend MTD for ITSA to those with income below £30,000 are on hold, while HMRC said it ‘remains committed’ to extending the scheme to partnerships. To be fully compliant and set up, please get in touch: lee@longdencompany.co.uk .
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