UK Mortgage for share purchase

Jun 14, 2019
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United Kingdom

Im in the process of buying other 50% shareholder out of ltd co spv. The companys only asset is a commercial property currently let on a long term lease.

I had arranged a commercial mortgage 55% loan to value which I'm close to receiving the full offer on.

I was made aware the most tax efficient route was to borrow the money in both mine and my wife names personally to then purchase the shares so that the shareholder being bought out would pay a small capital gain however, today it came to light that the broker hadn't understood my request and the lender would need us to transfer the property out of the company into our own names ( big sdlt & problems all round )to secure the loan. If the ltd co spv takes the loan I've been informed the company would need to pay s455 tax at 32.5% on the loan?. If the company buys the shares back it will be an income distribution and the other shareholder will be charged 32.5/38.1% instead of capital gains?.

Between the accountant and broker, two possible options have been suggested.

1) Find a lender willing to secure the loan against the shares, any pointers here appreciated.

2) We set up a new spv, the lender lends money to original spv with security on the property the original company then lends money to the new spv, new spv then buys shares.

I have gone to the lender to ask if option 2 is possible and await their response.

In the meantime I wanted to put it out there to see if anybody may have any ideas or could at least confirm there are no other options to explore. Any comments much appreciated.


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