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ParrisWhittakerAccess all documents on Uncalled share capital
FTT holds payments to employees under tax avoidance scheme were taxable earnings despite purported repayment obligation (GW Martin & Co Limited & another v HMRC) GW Martin & Co Ltd & another v The Commissioners for HMRC [2025] UKFTT 1147 (TC). The appellants transferred sums to employees on the basis that those employees would subscribe for a newly created class of shares in the appellants (the Shares). These Shares conferred no voting power, no dividend entitlement, and only very limited rights in the event of a winding up. The structure was intended to sidestep PAYE and NICs liabilities while also delivering a corporation tax deduction. The sums advanced were not loans; rather, they were conditional on staff taking up Shares with a nominal value mirroring the payments. Only 1% of that nominal amount was paid up, leaving the remaining 99% uncalled, so the cash flowed to employees while the issued share capital largely remained unpaid...