PARTNERSHIP PROBLEMS - Refinancing a JV BRRR in LTD and future LTD structure for best Tax efficiency

[BigChris]

Hi sorry am newbie on here so please put this post where it needs to be if its in the wrong place thanks.

OK, so I will just jump straight in, so the initial small start-up of our LTD company was done back in September 2017 as a JV between Father and 2 sons we will call this company "X", I am one of the sons that came up with the idea of creating a Property Co between us and sourced the first property and I have been doing all the work on the property myself since to begining. My father supply's the funding via a bussiness loan from his sole trader bussiness, my brother does the accounting and set up the company etc. My brother and I jointly loaned the company 65K (this money was borrowed so needs to be paid back to someone else intrest free) on start-up basically to buy the property and pay fees for purchase. The agreement is we take a equal shares 1/3 each of the final profit of the company. As well as I will draw a small wage weekly from the Co X's bussiness account, I am set up as a PAYE on the books (£185 a week after tax). We also have a written agreement that I will be paid an extra £215 a week (after tax) deferred until work is finished on the property this will be at the END of the project works as a cost/expence to Co X in the most tax efficient way. My fathers bussiness loan (interest free) will pay for running costs and materials of the project.

Unfortunatly time has drag on, due to severe illness and Covid on my part the job is only nearing completion now. I have been working the whole time but at a serious reduced rate for the last 2 years. Finally 2 major operations later I am on the mend and back to my normal self and finishing the project quickly now. I have been paid £48100 in total via the £185 a week method so far and we have discussed and factored this illness into the project and came up with a fair payment for the work completed which is £38915 after tax either via PAYE or possibly another tax efficient method maybe discussed on here if you guys can help with that?

Finaly we get to the profit part (refinancing part maybe not classified as profit yet for tax purposes). We have decided to refinance the property and rent it out. Let me give you some figures first before we get into were we go now.

Joint Directors Loan in £65,000 in.

Bussiness to bussiness loan from Fathers sole trade company £90,000 in.

Total costs so far without my final payment of £38915 = £155,000

Re finance Value of property £320,000 at 25% LTV = £240,000 out

After refinancing minus costs + my £38915 payment =  £46,085 surplus for dividends or other.

Monthly Rental Value £1100 after costs £900 to Co X as profits. 

The refinance has not taken place yet so Co X is still running at a loss right now.

OK so this is what we want to do now. My father and brother wish to cash out their profit via dividends and keep the the house rented for as long as possible we can all draw down £300 a month dividends going forward as per shares allocated. They are no longer interested in property investment and have other business concerns going forward.

I would like to start-up by myself a new group of companies though if possible/feasible. The idea is to start-up a new holding company "Co H" with 2 subsidiary Co's "Co 1 and Co 2" one for buying/renting properties and one for refurbing/building contract work.

Main questions are:

1) If my holding Co "Co H" held/bought my 1/3 shares in Co X, would I be able to move my part of the refinance/dividend tax free into Co H?

2) If so, do I need to form Co H before we refinance the property in Co X to be more cost and tax efficient going forward for Co H?

3) If I formed a separated LTD company (SPV) whats the best way to move my funds from Co X into the SPV for future projects, I do not wish to take the Co X's money for my own use, I want to invest further whats the best way forward?

4) Can Co 2 (the building company set up in a group) or another new SPV invoice Co X for my final payment of £38915 as building labour (because thats what it is) and then invest that money into further projects in a more tax efficient way?

You may have a completely different way of doing this, if so please share, as any help would be Golden!

Please note I am not trying to avoid Tax but to be Tax efficient. If you think I am please point it out where as I do not want to fall into any problems in the future.

Thanks for kindly reading this far if you managed it! Thanks in advance for any help or advice.

Christopher

[EvolutionBlogger]

Hi Chris. I believe that if a ltd co own another ltd co, then it doesn't pay dividend tax. Dividend tax is only paid at the last stage, when it gets sent to a human. 

Your overall question is essentially about the best structure for your business. I really think you should speak to a professional. The right structure could save you hundereds of thousands over a lifetime. Property 118 specialise in efficient company structure for landlords. You can set up a free consultation here.
 

[BigChris]

On 9/21/2022 at 12:38 AM, EvolutionBlogger said:

Hi Chris. I believe that if a ltd co own another ltd co, then it doesn't pay dividend tax. Dividend tax is only paid at the last stage, when it gets sent to a human. 

Your overall question is essentially about the best structure for your business. I really think you should speak to a professional. The right structure could save you hundereds of thousands over a lifetime. Property 118 specialise in efficient company structure for landlords. You can set up a free consultation here.
 

Hi EvolutionBlogger thanks for the advice and I follow Property118 on youtube as well as Ranjan/Cotswold Barristers and co. I am a resent "user" there. Your absolutely correct best to get pro advice on this. Did not know that Property118 did a free consultation, so thanks for that.

The main reason for the post was to get a feel for the way to go with my current setup before approaching a professional so we are able to explore all options out there during the consultation, not have a situation were I have a meeting going in blind with no idea what to ask about in that meeting this would be foolish and possibly costly. So this is merely an exploration exercise on here.

Has anyone got a possible setup for example if our EXIT strategy was to SELL the property and I was to still do the same and go my own separate way. I'm guessing the best thing to do would be just to sell the company instead of the selling the property out of the company this would make it more attractive to investors and the such? What are the tax implications on moving funds for this type of EXIT either into another company or when it gets "sent to a human"?

Any further advice would be great.

Many Thanks Christopher

[EvolutionBlogger]

Buying a company is far more tax efficient than buying a property. Stamp duty rates are much lower

One popular way to transfer money between companies is with loans. Just make sure that you do the paper work right