The portfolio is run as an active business
There may be substantial, regular owner activity beyond passive investment, supported by contemporaneous records.
Landlords · Property incorporation
Incorporating a portfolio is a property transfer first and a tax structure second.
We test whether incorporation is commercially worthwhile and whether specific CGT or SDLT reliefs can be supported by the facts. Mortgages, legal transfers, consideration and future extraction are modelled before implementation.
- FCCA & CTA expertise
- Experience at BDO & KPMG
- Responses in hours, not days
- Fees agreed upfront
Expert perspective
There is no automatic tax-free incorporation route.
Moving property to a company is normally a disposal for CGT and a land transaction for SDLT, even where the same people own the company. Incorporation relief may defer some or all of a gain if a business and all relevant assets are transferred in exchange for shares, but qualification depends on the facts.
SDLT has a separate code. Relief claimed because a property business is described as a partnership requires a real partnership and detailed statutory calculations; CGT incorporation relief does not itself remove SDLT.
We review the operational evidence, beneficial ownership, debt, property use and history before modelling the transaction. If the case is supportable, we coordinate the valuation, refinance, conveyancing, company entries, tax claims and post-transfer reporting. If it is not, we explain alternatives rather than forcing the facts into a marketed solution.
When this matters
Recognise the point at which advice adds value
The best result usually comes from reviewing the position before documents are signed, money moves or a filing deadline becomes urgent.
Profits will be reinvested
The owners do not need to withdraw all net rent and want to compare long-term corporate retention with transfer costs.
Refinancing is available
Lenders are prepared to finance the company and release the properties from existing personal facilities.
A promoter has promised automatic relief
You want an independent review of the CGT, SDLT, partnership and anti-avoidance position before signing documents.
The technical review
The areas we bring into one review
Good advice connects the tax analysis to the records, legal steps, cash position and longer-term objective.
Is there a business?
The nature, extent and continuity of activities assessed against case law and evidence, without relying on a fixed-hours shortcut.
What must transfer?
The portfolio, business activities, contracts and other assets considered for the all-assets condition and commercial continuity.
CGT computation
Market values, base costs, gains, liabilities, shares and any consideration other than shares modelled for incorporation relief.
SDLT position
Chargeable consideration, debt, connected-company rules, genuine partnership history and any partnership calculation tested separately.
Mortgage and legal work
Refinancing terms, early repayment costs, lender consent, conveyancing, title restrictions and completion sequence.
Life after transfer
Rent collection, company accounts, corporation tax, director’s loan treatment, extraction, future property sales and succession.
What changes the answer
The evidence must exist before the claim is made.
A company and a legal transfer do not create historic business or partnership facts that were not present.
- 01What activities did the owners personally undertake, how regularly, and what independent records support them?
- 02Were the properties genuinely operated in partnership, including profit sharing, decision-making and conduct, rather than merely co-owned?
- 03Will all assets needed for the business transfer, and how is non-share consideration or assumed debt treated?
- 04Does the long-term corporation-tax and extraction model justify SDLT, refinance, legal and compliance costs?
How UA Tax works
A clear route from question to implementation
You will know what we need, what we will deliver and which decisions remain yours.
Define the decision
We clarify what you need to achieve, the deadline and the commercial constraints before considering tax treatments.
Establish the facts
We review the records, ownership, prior filings and relevant transactions so the advice starts from reliable information.
Compare the routes
You receive a clear explanation of the viable options, their tax effects, practical risks and implementation sequence.
Implement and document
Once scope and fees are agreed, we coordinate the filings, elections, clearances and other advisers needed to complete the work.
Questions worth asking
Frequently asked questions
Can I transfer my properties to my own company for £1?
Tax rules can apply market value or treat assumed debt as consideration regardless of the price written in a contract. The legal and tax values must be reviewed independently.
Does incorporation relief remove all CGT?
It can defer gains to the extent statutory conditions are met and consideration takes qualifying shares. Cash, debt treatment, excluded assets or failure to transfer a business can limit or prevent relief.
If CGT incorporation relief applies, is there no SDLT?
No. CGT and SDLT are separate. SDLT may arise on market-value or debt-based rules, and partnership provisions apply only where their detailed conditions are genuinely met.
How many hours must I work for the portfolio to be a business?
There is no universal statutory hours test. Activity is assessed qualitatively and quantitatively against the facts and relevant case law. Records should show what work was actually undertaken.
Can mortgages simply be moved to the company?
Usually refinancing or lender consent is required, often with new valuations, guarantees, pricing and early repayment costs. Financing feasibility should be confirmed before the tax plan is finalised.
What happens to the value credited to my director’s loan?
Any valid loan balance may allow later company repayments without a dividend, but the amount depends on the actual transaction and consideration. It should not be assumed or inflated independently of the legal transfer and relief analysis.
Continue exploring
Related advice
Bring the decision into focus before you act.
Start with a short initial call, or book a focused consultation if you already have a specific transaction or technical question to resolve.