Author Archives: Michael Goldstein - Partner

About Michael Goldstein - Partner

T +44 (0)20 7874 8805

Michael advises entrepreneurs and families in business on every aspect of their tax position. His understanding of both business and personal tax issues enables him to provide a complete tax perspective at all ages and stages. He has particular experience in advising owners of businesses with acquisitions and disposals, succession issues and share based incentives. He also advises High Net Worth Individuals on tax matters, often including consideration of international issues.

Michael has written articles on tax matters for a number of professional journals and is a member of the Taxation Faculty of the Institute of Chartered Accountants in England and Wales, the Chartered Institute of Tax Advisers and the Society of Trust and Estate Practitioners.

When he’s not working, Michael enjoys travel relaxing with a good book (usually on a political or historical theme) and listening to music. He also has a keen interest in investment matters.

The Department for Business Energy & Industrial Strategy has just published its response to the Consultation on the proposed new register which will apply to foreign entities owning UK property or participating in UK government procurement. The response sets out current government thinking on the implementation of the register.

The government has confirmed that a draft Bill will be published for scrutiny this summer. A Bill will be introduced to Parliament in 2019 and following Royal Assent and the making of secondary legislation it is intended that the register will become operational by 2021.

Breaking new ground

The UK is the first country to bring in this type of register and so there are no other models to draw on and the government is intending to “…proceed cautiously , striking the right balance between improving transparency and minimising burdens on legitimate commercial activity”.
The government has confirmed that the details of beneficiaries of trusts will not be included on the register. The Trust Register which has now become operational is sufficient to provide information which HMRC can share with law enforcement regarding the people owning and benefitting from trusts.

Owners of Leases

The original consultation document on the register proposed that owners of leases which are longer than would need to be included on the register. The proposal has been altered and it is now proposed that all leases of registerable duration for the purposes of the Land Registry will be included on the register.

Beneficial Ownership

The government has confirmed that the definition of beneficial ownership for the overseas register will be the same as the definition of people with significant control which applies for registering the ownership of companies with Companies House.


The government will commission research into the likely impact of the new register on overseas investment in UK property.


The consultative document proposed that overseas entities which already owned property would have one year to comply with the new rules. Following representations the government has confirmed that there will be a longer period of time to comply with the onset of the rules.
It is intended to create new criminal offences for failing to comply with the requirement to register and to update the register. The requirement to update the register may be more frequent than 2 years.


It had originally been proposed that failure to comply with the rules would result in property transfers being void. The government recognises that there are difficulties with this proposal under land law and it is now proposing that an overseas entity which does not have a valid registration number will not have legal title to the property.

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There will be a consultation on bringing non-resident companies receiving taxable income from the UK into the corporate tax regime.  It was announced by Philip Hammond, the Chancellor of the Exchequer in his Autumn Statement and is due to open in Spring 2017.

Who is affected?

This would affect;

  • non-resident  companies receiving UK taxable income not through a permanent establishment in the UK or
  • non-resident companies receiving rental income from investment property in the UK.

The stated purpose is to deliver equal treatment for all companies.

Clearly we will need to await further details to understand what is being proposed.

Pros and Cons

On the one hand, bringing non-resident companies into the corporate tax regime will reduce their tax rate from 20% to 17% in the medium term.  There may also be increased scope to claim certain expenses of running the company rather than limiting expenses to those related to the property rental activity.

However, on the negative side, two new rules are being introduced for corporation tax in April next year which could adversely affect the tax position of non-resident corporate landlords.

  • Firstly, a cap will be imposed on loan interest deductions where the group-wide net interest costs exceed £2 million.
  • Secondly, in some circumstances there will be restrictions on the ability to use brought forward losses.
  • In addition whilst the Autumn Statement referred to taxable income, one cannot exclude the possibility that capital gains will also be brought into the net and be taxed.

Non resident landlord scheme

In relation to the loan interest cap, the original consultation on this matter had focused on  corporation tax although it was recognised that there was an issue relating to corporate landlords who were paying income tax on rental income under the Non-resident landlord scheme.  The treatment of non-resident corporate landlords in respect of the interest relief cap had not been settled.

In conclusion

It may be that subjecting non-resident corporate landlords to corporation tax is a neat solution to extending the interest cap to these companies.  However, whilst the interest cap will take effect in April 2017, it  seems likely that the application of these rules to non-resident corporate landlords would take effect in April 2018.

Watch this space.


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Automatic Exchange of Information arrangements between tax authorities are gathering pace and  over 100 countries have signed up to a global system which is known as the Common Reporting Standard (CRS).  This will come into force over the next two years.  Under the CRS tax authorities in the participating countries will automatically exchange information.  This exchange of information will give HMRC unprecedented access to information about UK taxpayers who have wealth overseas.  The information provided will be more extensive than just the details of interest earned on a foreign bank account.

New Facility

HMRC have introduced a new disclosure arrangement, the Worldwide Disclosure Facility (WDF) to give taxpayers a final opportunity to make a voluntary disclosure of offshore income and gains and put their tax affairs in order.  This disclosure facility will remain open until 30 September 2018 – the CRS comes fully into effect in October 2018.

Previous disclosure arrangements offered some concessions on the penalty provisions to give some incentive for people to make a disclosure.  The Liechtenstein Disclosure Facility, which closed on 31 December 2015, was particularly advantageous because disclosures were limited to income and gains arising after 5 April 1999, there was a lower rate of penalty and a prosecution amnesty.  The WDF does not offer any concessions.

The WDF can be used to disclose a UK tax liability relating wholly or partly to an offshore issue.  This would include unpaid or omitted tax relating to:

  • Income arising from a source in a territory outside the UK;
  • Assets situated or held in a territory outside the UK;
  • Activities carried on wholly or mainly in a territory outside the UK;
  • Anything having effect as if it were income, assets or activities of a kind described above.

HMRC Digital Disclosure Service

In order to use the WDF it is necessary to register using the HMRC Digital Disclosure Service.  The detailed disclosure has to be made, using a HMRC template, within 90 days.  This involves computing the tax due for each year covered by the disclosure, calculating the interest due on the unpaid tax.  It is also necessary to calculate the penalties which would be due on the tax.  In addition it is necessary to confirm the maximum value of assets held outside the UK at any point over the period of  5 years up to the date of the disclosure.

If the disclosure is correct and complete and full co-operation has been provided in the event that HMRC request further information, then HMRC will not impose a higher penalty.  However if the disclosure is incomplete or inaccurate, HMRC may charge a higher penalty.  They can also open a civil or criminal investigation and can publish the taxpayer’s details on the HMRC website.  Payment of the tax, interest and penalties must be made when the disclosure is submitted.  If it is not possible to pay the liability at the time of making the disclosure then HMRC must be contacted before the disclosure is submitted to agree payment arrangements with HMRC.

Whilst there are no concessions under the WDF, the severe penalties which will be imposed in respect of offshore tax evasion which will take effect under new rules in 2018  should serve as an incentive to use this disclosure opportunity.

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In December 2015 HM Treasury issued a Consultation Document providing details of the proposal to charge an additional 3% Stamp Duty Land Tax (SDLT) on purchases of additional residential properties. The intention to levy an additional 3% SDLT had been announced in the Spending Review and Autumn Statement on 25 November 2015.

The stated intention behind this measure was to use some of the additional tax collected to provide £60m for communities in England where the impact of second homes is particularly acute. Furthermore it was suggested that the higher rates of SDLT will deter people from purchasing additional properties and therefore create greater scope for people to purchase their first home.

In the Budget on 16th of March, George Osborne (the Chancellor of the Exchequer) announced that the proposal to levy higher rates of SDLT will go ahead as planned from 1 April 2016 but there were a few changes to the original proposals.

The higher rates will apply to most purchases of additional residential properties in England, Wales and Northern Ireland where, at the end of the day of the transaction, individual purchasers own two or more residential properties and are not replacing their main residence.

Where someone has more than one property and disposes of a main residence, it was proposed that they would have 18 months to buy a new main residence, before the higher rates of SDLT apply assuming they retain their additional property. If someone buys a new main residence before disposing of their previous main residence they are entitled to a refund from the higher rates of SDLT if they dispose of their previous main residence within 18 months.

The good news is that the 18 month period has been extended to 36 months. For those people who sold their main residence before the announcement of the higher rates on 25 November 2015, they have until 26 November 2018 to acquire their replacement main residence. Furthermore those who have inherited a small (50% or less) share in a single property within the 36 months prior to the purchase of a main residence will not be liable to the higher rates of SDLT

The original consultation document proposed that married couples would be treated as one unit. Couples who were formally separated would be treated as separate individuals The revised proposals recognises that if a couple separate they do not always have a formal separation granted by deed or by the courts. Consequently married couples will not be treated as one unit if they are separated in circumstances which are likely to be permanent.

Unfortunately the SDLT proposals confirm or announce a number of items disappointing news.

Non UK property

Foreign residential properties must be taken into account in deciding whether the property being acquired is an additional property. So a person coming to England from abroad and who has retained their foreign property will pay the higher rates of SDLT on acquiring a property here.

Property bought by companies

All corporate purchases of residential property will be caught for the higher rates. The original proposal to allow an exemption from the higher rates for bulk purchases of 15 properties or more has been withdrawn. However where at least 6 dwellings are being acquired, it is possible to claim multiple dwellings relief which may mitigate the higher charge to a limited extent.

Furnished holiday lets will be treated in the same way as other residential properties.

Purchases by property renovators will be treated in the same way as property purchases made by others.

Trust Acquisitions

On trust acquisitions, the position is that for bare trusts and life interest trusts, the higher rates will apply if the property being acquired is an additional property for the beneficiary. All residential property purchases by discretionary trusts will be liable to the higher rates.

In conclusion

The higher rates of SDLT represent yet another tax assault on residential property. Some of the rules are likely to run counter to the stated policy objectives of increasing the supply of housing for people who want to purchase a home. No doubt the policy aim was swamped by the prospect of raising additional tax revenue – plus ça change!

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Tax evasion has been in the news over the last two weeks following the articles in the press about bank accounts at HSBC in Geneva. Criticism has been levied at HM Revenue & Customs in Parliament and in the press, for not prosecuting people who had bank accounts in Geneva and who had not disclosed the income on their tax returns. The policy of HM Revenue & Customs has been to encourage people to make a full disclosure under a Disclosure opportunity and, if they don’t take advantage of this, they face the risk of prosecution.

Disclosure Facilities

Currently there are Disclosure Facilities for the Channel Islands and Isle of Man. These are primarily aimed at giving people a chance to disclose undeclared income from bank accounts held in these jurisdictions and the deadline for registering with HMRC to use these facilities is 30 September 2016. These facilities can be used to make other disclosures to HMRC apart from undeclared income on bank accounts or securities portfolios held at banks in the Channel Islands or Isle of Man. There is also the Liechtenstein Disclosure Facility. This remains open until April 2016. The terms of this facility are particularly favourable and it has been used extensively in order to regularise the position for people who had undeclared Swiss bank accounts. This facility can also be used in some cases to address other sources of undeclared income and gains.

UK/Swiss Tax Agreement on Swiss Bank Accounts

In 2012, the UK Government made an agreement with the Swiss Government regarding Swiss bank accounts. As a consequence of this agreement people with undeclared Swiss bank accounts faced a choice; agree to voluntary disclosure of income and gains on the account or face a one-off tax charge (typically about 20%) on the capital in the account and ongoing high rates of withholding tax on income and gains. Many people chose to use the Liechtenstein Disclosure Facility in order to deal with the past and avoid having to pay the one-off charge. This facility may still be useful for people who have paid the one-off charge in some cases.

Other Disclosure Opportunities

HM Revenue & Customs have also announced various other disclosure opportunities aimed at particular sectors to encourage people to make disclosures. Previous initiatives were aimed at the healthcare sectors, plumbers and electricians. The latest such initiative was announced recently and is called the Solicitors Tax Campaign. People working in the legal profession as a solicitor in a partnership or company or as an individual can make a voluntary disclosure of any undeclared income. Anyone wishing to use this disclosure opportunity must notify their intention to HMRC by 9 March 2015 and make the disclosure by 9 June 2015.

Automatic Exchange of Information

The UK Government has signed a large number of information exchange agreements with other countries. These include the Channel Islands, Isle of Man, Bermuda, British Virgin Islands, Cayman Islands and Gibraltar. Under these agreements there will be automatic exchange of information so that income earned by UK residents in countries which have signed these agreements will automatically be notified to HMRC.

We have a good deal of experience in making disclosures under the HM Revenue & Customs disclosure opportunities. If you have any issues that you would like to discuss in connection with the above then please contact a member of our tax team.

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In 2011 the UK and Swiss governments signed an agreement to deal with Swiss bank accounts held by UK residents.

Under that Agreement account holders had a choice – opt for voluntary disclosure or retain anonymity. The deadline for making a decision was 31 May 2013.

Under the voluntary disclosure route Swiss banks provide the names of UK resident account holders to HMRC each year. The first disclosure was for the 2012/13 tax year and therefore it was essential to ensure that income and gains realised on the funds in the account for that year and earlier years had been disclosed to HMRC. Many people chose to regularise matters by using the Liechtenstein Disclosure Facility (LDF). The LDF had the unique advantage of limiting the disclosure period to income and gains earned since 6 April 1999 and a penalty of only 10% was levied on tax due up to 5 April 2009. (Penalties for deliberate omissions are usually much higher and in certain cases can be as high as 200% of the tax due). The LDF also offered a guarantee of immunity from criminal prosecution. A successful LDF disclosure has the advantage of giving clearance on all past tax liabilities on the Swiss account.

If the account holder opted to retain anonymity a one-off charge was levied on the capital in the account and this was paid over to HMRC. The one-off charge was calculated using a complex formula and the rate of the charge was between 21% and 41%. Income and gains are subject to withholding tax at rates varying between 27% and 48%. The one-off charge does not provide immunity from prosecution and also does not confer clearance for past tax liabilities. It only clears liabilities to income tax, capital gains tax, inheritance tax and VAT where these liabilities relate to the capital balance used to calculate the one-off charge.

As a result there could still be an exposure to tax in respect of monies previously withdrawn from the account where the withdrawals were not included in the capital balance used to calculate the one-off charge. There could also be a liability to corporation tax if the money deposited in the account had been diverted from a company.

Even if the one-off charge has been paid it is not too late to regularise matters. The LDF can still be used to put things right and the one-off charge can be used as a credit against tax liabilities. In some cases there may be no further tax to pay but a disclosure under the LDF will give clearance and peace of mind.

We have dealt with a considerable number of LDF disclosures. If you wish to discuss in confidence then please contact me.

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The hands of the clock are approaching midnight for UK taxpayers with Swiss bank accounts.

Under an agreement signed between the UK and Swiss governments, Swiss banks will be required to make a one-off payment to HMRC.  The amount of the payment is based on a complicated formula and produces an effective rate of tax of between 21% and 41% of the capital on Swiss bank accounts holding bankable assets (cash and investments  – real estate and safety deposit boxes are excluded) where the accounts are registered to a person in the UK.   The deduction applies where the account was open as at 31 December 2010 and is still open as at 31 May 2013.  The one-off payment will be made by deduction from the account on 31 May 2013.

Income earned on these investments from January 2013 will face high withholding taxes at rates of up to 48%.  These taxes will be deducted without disclosing the identity of the accountholder to HMRC.

As an alternative to paying these high tax charges, it is possible to authorise the Swiss bank to disclose the identity of the accountholder.  However if tax has not been paid on the income in the past, the accountholder will be exposed to the possibility of an Inland Revenue  investigation into their affairs which will result in having to pay tax on all undisclosed income and there will also be high penalties, possibly as high as 150%, on the tax liability.  In extreme cases the accountholder could be prosecuted by HMRC.

For non-UK domiciliaries, they can choose to disclose to HMRC UK source income and gains which have been remitted to the UK where UK tax has not been paid and make a one-off payment of 41%.  Alternatively they can inform the Swiss bank that they wish to opt out and will not choose any of the options.  However this will give no tax clearance for past liabilities.

The Swiss banks have been sending out letters to accountholders informing them of the options and prompt action is required to respond to these letters.

Where the income has not been disclosed, it is possible to take advantage of a special disclosure arrangement, known as the Liechtenstein Disclosure Facility (LDF) in order to regularise matters.  The advantages of using the LDF are:

  • The funds in Switzerland are “cleaned up” and the bank can be authorised to disclose the identity of the accountholder; thereby avoiding the one-off tax payment;
  • Tax will be due on income and capital gains only from 6 April 1999 onwards.  Income and gains prior to that date are ignored;
  • The penalty on the tax due is only 10% on the tax due on the income and gains up to 5 April 2009.  The penalty for later years will be a little higher but this may only affect one or two years;
  • Where the money in the Swiss accounts has been  inherited it is possible, in most cases, to avoid the 40% inheritance tax liability that would have been due if the account had been declared when probate was applied for;
  • Going forward the accountholder will not suffer high withholding taxes on the income and gains;
  • Immunity from criminal prosecution is guaranteed;
  • If the funds have been “cleaned up” they can be brought back to the UK rather than remain in Switzerland.

We have considerable experience in using the LDF.

If you think the LDF could be of benefit to you please contact us.  Don’t delay!

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The UK Government has reached agreement with the Swiss Government regarding taxing Swiss bank accounts. Over the last 3 months or so it has been expected that an announcement would be made of a special deal to tax these accounts without disclosing the identity of the account holders.

Full details have not been published as yet but a Press Release was issued this morning by HM Treasury.

The structure of the deal is that Swiss accounts will be subject to a one-off deduction of between 19% and 34% to settle past tax liabilities. This charge will be based on the amount of the capital and length of time the account has been maintained. Those who have already paid their taxes will be unaffected. The Swiss government will make an up-front payment of 500 million Swiss Francs as a gesture of good faith.

From 2013 a new withholding tax of 48% on investment income and 27% on capital gains will be charged on UK residents with funds in Swiss accounts. There will be a new information sharing provision which will make it easier for HMRC to find out about Swiss accounts held by UK taxpayers. The new charges will not apply if the taxpayer authorises a full disclosure of their affairs to HMRC.

The one-off charge on the capital makes this deal considerably less advantageous than using the Liechtenstein Disclosure Facility where tax is payable only on income and gains made in the period from 6 April 1999 onwards with no tax charge on the original source of the capital if this arose before that date.

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HM Revenue & Customs have announced the details of the New Disclosure Opportunity (NDO).  The NDO was foreshadowed by the Chancellor of the Exchequer in the Budget in April this year and although certain details of the scheme had become public knowledge in the last couple of months, HMRC has not formally published the details until now.

The NDO is a rerun of the Offshore Disclosure Facility (ODF) which was available in 2007.  It provides an opportunity for people with offshore accounts or assets, which have previously been concealed from HMRC, to make a disclosure of the untaxed income and gains, pay the tax, interest and a penalty and settle the matter quickly.

The rate of penalty will be 10% of the tax liability, except for those people who were written to in 2007 but who did not take advantage of the ODF at that time; in their case the penalty will be 20%.  Penalties levied in cases of undisclosed sources if income will often be in the region of 30% or more so the NDO is  a favourable basis for settling tax liabilities on undisclosed offshore income and gains.

To use the NDO it is necessary to notify an intention to make a disclosure to HMRC between certain dates:

If the notification is made on paper it must be done between 1 September and 30 November 2009
If the notification is done electronically it must be made between 1 October and 30 November 2009.
The detailed disclosures can then be made as follows:
On paper from 1 September 2009 to 31 January 2010.
Electronically from 1 October 2009 to 12 March 2010

Once the disclosure window closes on 12 March 2010, those people who have not made a disclosure but who are found to have unpaid tax liabilities related to undisclosed offshore sources, will face penalties of at least 30% rising to 100% of the tax evaded.  In the most severe cases there is also the possibility of facing a criminal prosecution.

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HM Revenue & Customs are pressing ahead with the drive to require all businesses to file returns online.

From April 2010, all VAT-registered businesses with an annual turnover of £100,000 or more and all newly registered businesses, regardless of the level of their turnover, will be required to file their VAT returns online and will have to make their VAT payments electronically. Businesses with a turnover of less than £100,000 are expected to have to file their VAT returns online and pay electronically by 2012.

Procedures for filing VAT returns online have been simplified so that it is possible to enrol and submit a VAT return online, in a single session, without waiting for an activation PIN from HMRC. If a business is already registered with HMRC for other online services it is easy to add VAT as a further online service. HMRC are also making it easier for agents to file returns online for their clients.

VAT returns went out to businesses are accompanied by a Note from HMRC giving a brief overview of the proposed changes. This will be followed up by a mailshot to all VAT-registered businesses in April 2009.

HMRC are trying to provide special help for smaller businesses to help them to make the transition to online filing.

From April 2009, all employers who have 50 or more employees must file starter and leaver (P45s and P46s) forms online.

Other enhancements to online services are under consideration including a facility to allow businesses and tax professionals to view returns that have previously been submitted online.

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