In April 2023, the corporation tax regime underwent significant changes, reintroducing two distinct rates: a main rate of 25% for companies with profits over £250,000 and a small profits rate of 19% for companies with profits under £50,000. Companies earning between these two thresholds are taxed at the main rate but can claim marginal relief, softening the impact of the higher rate. These changes have been widely discussed, but there’s a less familiar aspect of the regime that deserves attention: how corporation tax now applies to associated companies.
Let’s delve into the concept of associated companies for corporation tax purposes and why it matters in the current tax landscape.
Corporation tax for associated companies
An associated company is a company that is controlled or influenced by another. Specifically, two companies are considered associated when the same person or group of people has direct or indirect control over both. In this context, ‘control’ refers to situations where a person or group holds:
- more than 50% of the share capital or issued share capital, or
- the majority of the voting rights, or
- entitlement to the majority of profits, or
- entitlement to more than 50% of distributable assets.
Understanding these rules is critical in light of the two corporation tax rates, because the thresholds for the small profits rate and marginal relief are divided by the number of associated companies. This means some businesses might face the top rate of 25% even if their profits fall below the £250,000 upper limit. Let’s explore how this works in practice.
An example of associated companies in action
Consider John Smith, who owns 100% of Red Ltd and 70% of Blue Ltd. Under the new rules, these two companies are associated because John controls both. Red Ltd makes an annual profit of £130,000, while Blue Ltd earns £230,000.
If these companies were unassociated, they would each be entitled to marginal relief. However, because they are associated, the £250,000 upper threshold is divided by the number of associated companies (two), resulting in a reduced threshold of £125,000. Since both companies’ profits exceed this reduced limit, they must each pay corporation tax at the full rate of 25%.
This scenario illustrates how the associated companies rule can unexpectedly push companies into higher tax brackets, underscoring the importance of proactive tax planning.
Can associated companies be ignored?
Not all companies are treated equally under the associated company rules. Certain types can be excluded from consideration, providing some relief in specific circumstances. Dormant companies, for instance, are ignored for corporation tax purposes. Similarly, passive holding companies that meet certain criteria are also excluded.
A passive holding company qualifies for exclusion if it has no income, expenses, chargeable gains, or assets. Additionally, it must redistribute at least the amount of its dividend income during the accounting period to one or more shareholders. Let’s look at how these exclusions apply in practice.
A closer look at exclusions
Imagine Flower Ltd, a parent company with three subsidiaries: Root Ltd, Leaf Ltd, and Petal Ltd. Leaf Ltd is a passive holding company that meets the exclusion criteria, while Petal Ltd is dormant. This leaves Root Ltd as the only active subsidiary.
Under the new corporation tax rules, the £250,000 upper threshold is divided by two – not four – because Leaf Ltd and Petal Ltd are excluded. If Root Ltd’s profits exceed £125,000, it will pay corporation tax at the full rate of 25%. This adjustment can significantly impact the group’s tax position and highlights the value of understanding the exclusions.
Why understanding these changes matters
The changes to corporation tax for associated companies can increase tax liabilities for company groups, particularly for those with multiple active subsidiaries. Without careful planning, companies may find themselves paying far more in tax than anticipated. For instance, dividing the profit thresholds across associated companies can leave little room to claim marginal relief, even for businesses that don’t appear to be ‘large’ on paper.
How to mitigate the impact of associated company rules
Given the potential for higher tax rates, it’s essential to explore strategies to mitigate the impact. Restructuring your group’s company structure may be one option, such as reducing the number of associated companies where possible. Alternatively, reviewing the classification of dormant or passive holding companies might help refine your tax planning approach.
You could also consider timing your profits to ensure they are distributed across companies in a way that optimises tax efficiency. Whatever your approach, it’s clear that the associated companies rules add an extra layer of complexity to corporation tax calculations.
Need support with corporation tax?
If you’re grappling with the implications of associated company rules, we’re here to help. Our expert team can guide you through the complexities, identify opportunities to optimise your tax position, and ensure compliance with the new regime. Get in touch with us today and let’s see how we can support you.
For advice on handling corporation tax for associated companies, get in touch with us. Let’s see how we can help you.