Overdrawn Directors Loan - Liquidators Leave Door Open?

Sep 18, 2013
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The first tier tribunal (FTT) has shed light on what constitutes a release or write-off of an overdrawn director’s loan for the purpose of section 415 Income Tax (Trading and Other Income) Act 2005 (ITTOIA) (s415).

Gary Quillan, the sole director of BOH Investments Limited, faced a £145,058 income tax assessment from HMRC in relation to an overdrawn director’s loan account following the company’s liquidation in January 2017. At the time of BOH’s voluntary winding-up, the director’s loan account showed an overdrawn balance of £439,954.

Following “protracted correspondence and the threatening of legal action” from the liquidator, Quillan verbally agreed to repay a total of £57,500. He then made six payments totalling £57,498 between February and July 2018, leaving an outstanding balance of £382,456, which he claimed he did not have the means to repay.

The liquidator’s final report, issued in March 2019, acknowledged these partial repayments and noted: “No further funds are expected into the liquidation in this respect.”

However, the report did not formally release or write off the remaining debt, and subsequent correspondence from the liquidator confirmed that the matter remained “unresolved.”

BOH was formally dissolved on 15 April 2020.

Ultimately, the FTT agreed with the taxpayer’s argument that the liquidator had reserved the right to reform the company for the purpose of pursuing Quillan in future, should his financial circumstances improve. This left the door open – however narrowly – to potential enforcement and therefore negated the claim that the debt had been abandoned.

Allowing Quillan’s appeal, the FTT concluded that neither a formal release nor a clear and final write-off had taken place. The fact that the debt was no longer being actively pursued did not meet the threshold required by s415, particularly when the liquidator had made no accounting entry to write off the loan and had retained the right to pursue recovery.

This ruling underscores a disconnect between HMRC’s guidance and actual tax law, which may have broader implications for how overdrawn director’s loan accounts, a common feature of company liquidations, are treated in such scenarios.
 

ChrisCallaghan

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    Incredibly insightful, thank you for sharing @UK Contractor Accountant .

    Would this lead to IP's to not formally write off DLA's (or accept lump sum settlements) if they feel they could get another bite of the cherry some years later by restoring the company and starting the ball rolling again?

    I think only time will tell on that one! Clearly that was the thought process by the IP involved in this case. I'd expect any IP wanting to re-instate a dissolved company back into liquidation, to then pursue a DLA, would have some interesting challenges. I suspect the high value of this DLA vs the amount received was a motivating factor to the IPs decision to not write off the remaining balance in this instance.
     
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    It would be a relatively rare event for the company to be reinstated by the IP who had determined it was time to close down the Liquidation, having already attempted to realise the ODLA.
     
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    Gyumri

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    That was not the issue in Quillan. We do not know how the existing compromise was reached.
    In Quillan there was of course no compromise - only an informal agreement between him and the liquidator to pay off a certain sum which left the door open for the liquidator to tell hmrc that the loan had neither been written off or released despite the fact that the liquidator then dissolved the company.

    HMRC can only treat the director's loan as taxable income in the hands of a director if the loan is written off or released.

    ie., Had the overdrawn DLA been written off or a compromise made to release any further obligation of Quillan to pay off the overdrawn DLA, then HMRC would have been able to look to Quillan for tax to be paid on the loan which could then be regarded as income.

    In this case because the liquidator confirmed to hmrc that the debt had neither been written off or formally released, HMRC was unable to treat the overdrawn DLA as taxable income.

    There is no doubt that HMRC will seek to appeal the decision at the upper tribunal.

     
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    In Quillan there was of course no compromise - only an informal agreement between him and the liquidator to pay off a certain sum which left the door open for the liquidator to tell hmrc that the loan had neither been written off or released despite the fact that the liquidator then dissolved the company.

    HMRC can only treat the director's loan as taxable income in the hands of a director if the loan is written off or released.

    ie., Had the overdrawn DLA been written off or a compromise made to release any further obligation of Quillan to pay off the overdrawn DLA, then HMRC would have been able to look to Quillan for tax to be paid on the loan which could then be regarded as income.

    In this case because the liquidator confirmed to hmrc that the debt had neither been written off or formally released, HMRC was unable to treat the overdrawn DLA as taxable income.

    There is no doubt that HMRC will seek to appeal the decision at the upper tribunal.

    To succeed HMRC will have to convince the Upper Tribunal that dissolution is a write off. That's a real struggle.

    The question is what effect is limitation on Section 415 and would HMRC have been better dealing with it in that basis.
     
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    Gyumri

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    To succeed HMRC will have to convince the Upper Tribunal that dissolution is a write off. That's a real struggle.

    The question is what effect is limitation on Section 415 and would HMRC have been better dealing with it in that basis.
    If a liquidator dissolves a company one assumes that it has not been able to assign the cause of action to a third party to issue a claim or that the effort of trying to recover an undisputed debt such as an overdrawn DLA would not be productive.

    If a liquidator then dissolves a company it would seem odd to claim that the relevant debt hasn't been written off!

    If the debt hasn't been written off then one would expect a liquidator to keep the liquidation open.

    so the question is what factor as a matter of law would be indicated by the dissolution of a company? Surely debtors also need to know where things stand?

    I can't see that the question of limitation applies in the Quillan case.
     
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    If a liquidator dissolves a company one assumes that it has not been able to assign the cause of action to a third party to issue a claim or that the effort of trying to recover an undisputed debt such as an overdrawn DLA would not be productive.

    If a liquidator then dissolves a company it would seem odd to claim that the relevant debt hasn't been written off!

    If the debt hasn't been written off then one would expect a liquidator to keep the liquidation open.

    so the question is what factor as a matter of law would be indicated by the dissolution of a company? Surely debtors also need to know where things stand?

    I can't see that the question of limitation applies in the Quillan case.
    The effect of dissolution is not write off. If a company is later reinstated (does happen) the effect is that dissolution never really happened.

    The effect of that is limitation would apply to debtors. There's no reason therefore limitation won't apply.
     
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    Gyumri

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    Haven't HMRC already had a slice of the pie with S455 Tax?

    Interestingly no mention in the Case of S455 so can only assume it was never paid.
    That's a separate question. Whether the company has paid it or not does not affect the director from being charged personally for the income tax if the loan was released or written off.
     
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    eteb3

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    so the question is what factor as a matter of law would be indicated by the dissolution of a company?
    Interesting question, though not relevant in this case. The only question is whether the test in s 415 for liability to income tax has been satisfied or not: has the company “released or written off” the debt?

    That’s a statutory interpretation question, and tax statutes are generally interpreted very literally, and in favour of the taxpayer - because the King’s right to expropriate from his subjects needs to be expressly and unambiguously granted.
     
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    Gyumri

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    The effect of dissolution is not write off. If a company is later reinstated (does happen) the effect is that dissolution never really happened.
    I would say that the effect of dissolution is to write off or release all debts, because the only basis for restoring a company to the register is under 1029 and 1030 of the Companies Act 2006.

    This does not seem to provide a liquidator with the right to apply to restore on the basis that it had reserved its position in regard to a company debt which it now wishes to pursue.

    Thus the effect of the dissolution must be that all debts had either been released or written off at the time of dissolution, since the liquidator has no power to apply to restore to chase a debt.

    However, it seems that a creditor such as HMRC does have a right to apply!

    Your further input would be appreciated to clarify this paradox.

     
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    Gyumri

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    Interesting question, though not relevant in this case. The only question is whether the test in s 415 for liability to income tax has been satisfied or not: has the company “released or written off” the debt?
    The issue of dissolution is relevant as to whether the test in s415 can then be satisfied. If it means that debts are automatically written off despite a liquidator saying that they haven't been, then Quillan will lose, should HMRC appeal to the upper tax tribunal (which they are bound to do).
     
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    eteb3

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    If [s415] means that debts are automatically written off despite a liquidator saying that they haven't been, then Quillan will lose, should HMRC appeal to the upper tax tribunal (which they are bound to do).
    OK, but they have work to do to persuade the Court that the wider interpretation is what Parliament intended, and that’s especially hard in a tax matter.

    Could Parliament have specified that a dissolved company’s debts are to be treated as written off even though they were not in fact written off? Yes they could. They chose not to, and that counts very heavily against HMRC.

    Also against is the resurrection problem. Statutory interpretation requires a consistent reading of the law. If a debt is treated as written off for tax purposes, but could nonetheless be called in if the company is restored, we have an inconsistency - unless other tax provisions expressly allow for a repayment of the tax paid on dissolution, which I doubt.
     
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    I would say that the effect of dissolution is to write off or release all debts, because the only basis for restoring a company to the register is under 1029 and 1030 of the Companies Act 2006.

    This does not seem to provide a liquidator with the right to apply to restore on the basis that it had reserved its position in regard to a company debt which it now wishes to pursue.

    Thus the effect of the dissolution must be that all debts had either been released or written off at the time of dissolution, since the liquidator has no power to apply to restore to chase a debt.

    However, it seems that a creditor such as HMRC does have a right to apply!

    Your further input would be appreciated to clarify this paradox.
    I don't recognise this rationale. The right to property doesn't appear to depend on the Liquidator's ability (or otherwise) to reinstate. It is a right that appears to attach or arise from the company.

    An ODLA is property of the dissolved company that goes to the crown. It can't go to the crown if dissolution results in write off.

    If a director strikes off a company forgetting about £10k cash at bank, it can be reinstated typically and go to the shareholders as a dividend. £10k cash at bank is a debt the bank owes the company. Your rationale would seem to mean the bank could keep the cash rather than it reverting to the crown.

    Your might want to consider Section 1012.
     
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    Gyumri

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    An ODLA is property of the dissolved company that goes to the crown. It can't go to the crown if dissolution results in write off.
    It cannot go to the crown because a debt is not "bona vacantia". So whether it has not been written off is immaterial.

    A liquidator has no power to apply to restore a company to the register except under s1029 and then only for the limited purpose under 1030 (1) if he/she wishes to bring proceedings against the company for personal injury! That is why there is no case of a liquidator applying to the court to restore a company to the register.

    Or perhaps you can provide a case?

    An overdrawn DLA is an asset of the company, being a chose in action, or a debt, but it is not "property" which can be passed to the Crown as bona vacantia.

    When a director takes a loan from a company, the property in the sum transferred passes at the same time. The company retains no property rights in the sum itself, and the director certainly does not hold the sum on trust for the company. A debt is not "property" although it is an asset of the company.

    If a director strikes off a company forgetting about £10k cash at bank, it can be reinstated typically and go to the shareholders as a dividend. £10k cash at bank is a debt the bank owes the company. Your rationale would seem to mean the bank could keep the cash rather than it reverting to the crown.
    Section 1025 can be used by former directors to restore a company in that situation. I agree that there is an anomaly in a sum of £10,000 sitting in a bank account which is then handed over to the Crown as "bona vacantia", but that would be because it is abandoned property without an owner (the company having been dissolved) and "abandoned" because the liquidator has stopped taken any steps to recover it.

    I do not see however any other type of debtor apart from a bank rushing to offload their debts to the Crown by paying what they previously owed to the company.

    An outstanding director's loan like other debts which have ceased to be pursued do not fall under the definition of property without an owner and so contrary to your view do not fall within the category of abandoned property.

    There is a lively discussion at this link:

     
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    It cannot go to the crown because a debt is not "bona vacantia". So whether it has not been written off is immaterial.

    A liquidator has no power to apply to restore a company to the register except under s1029 and then only for the limited purpose under 1030 (1) if he/she wishes to bring proceedings against the company for personal injury! That is why there is no case of a liquidator applying to the court to restore a company to the register.

    Or perhaps you can provide a case?

    An overdrawn DLA is an asset of the company, being a chose in action, or a debt, but it is not "property" which can be passed to the Crown as bona vacantia.

    When a director takes a loan from a company, the property in the sum transferred passes at the same time. The company retains no property rights in the sum itself, and the director certainly does not hold the sum on trust for the company. A debt is not "property" although it is an asset of the company.


    Section 1025 can be used by former directors to restore a company in that situation. I agree that there is an anomaly in a sum of £10,000 sitting in a bank account which is then handed over to the Crown as "bona vacantia", but that would be because it is abandoned property without an owner (the company having been dissolved) and "abandoned" because the liquidator has stopped taken any steps to recover it.

    I do not see however any other type of debtor apart from a bank rushing to offload their debts to the Crown by paying what they previously owed to the company.

    An outstanding director's loan like other debts which have ceased to be pursued do not fall under the definition of property without an owner and so contrary to your view do not fall within the category of abandoned property.

    There is a lively discussion at this link:
    See Re Butler-Do Limited [2024] EWHC 1291 (Ch). Nothing to do with personal injury.
     
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    Gyumri

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    See Re Butler-Do Limited [2024] EWHC 1291 (Ch). Nothing to do with personal injury.
    That's not a case where a liquidator applied to restore the company. The application to restore was made by a former director, although HMRC who were owed £7m could also have applied to restore.

    I can't find a case where a liquidator has applied to restore a company!
     
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    ChrisCallaghan

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    I cannot remember the name of the case, but I recall at the last practice I worked at we had to restore a liquidated company due to a compulsory dissolution going through a few days after we were appointed as liquidator. I believe it was in 2018 or 2019. If memory serves it was a bit of a mess to fix.

    I'm not sure what search parameters you are using, or if it is even possible to search without going through each individual notice, but it does happen - I suspect it is just pretty rare.
     
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    AI gives the answer you are looking for:

    Yes, a liquidator can apply to the court to restore a company to the Companies House register. The liquidator can do this if they have an interest in the company, such as if they believe assets were concealed or need to be recovered.


    Here's a more detailed explanation:

    • Who can apply:
      A liquidator, along with other parties like former directors, shareholders, or creditors, can apply to the court for restoration
     
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    ChrisCallaghan

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    AI gives the answer you are looking for:

    Yes, a liquidator can apply to the court to restore a company to the Companies House register. The liquidator can do this if they have an interest in the company, such as if they believe assets were concealed or need to be recovered.


    Here's a more detailed explanation:
    • Who can apply:
      A liquidator, along with other parties like former directors, shareholders, or creditors, can apply to the court for restoration

    Without question a liquidator can restore a company, and it does happen. But @Gyumri seems to think that it does not happen as he cannot find an example.
     
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    Gyumri

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    Yes, a liquidator can apply to the court to restore a company to the Companies House register.
    A liquidator can apply to restore under s1029 but only for the very limited purpose under s1030 (1) if he/she wishes to bring proceedings against the company for personal injury! That is why there is no case of a liquidator applying to the court to restore a company to the register.

    The companies Act only provides two routes to restore: by way of an administrative restoration and an order of the court.

    Neither route empowers a liquidator to apply to restore because it wishes to pursue a claim by the company that it gave up pursuing prior to dissolution!

    That seems to be right because there should be finality to the process and a liquidator should not be given two bites of the cherry.

     
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    @Gyumri what are you talking about read the rest of the Legislation S1030 at subsection (4) & (5). Subsection (1) only refers to personal injury cases.

    (4) In any other case an application to the court for restoration of a company to the
    register may not be made after the end of the period of six years from the date
    of the dissolution of the company, subject as follows.


    (5) In a case where—
    (a) the company has been struck off the register under section 1000 or 1001
    (power of registrar to strike off defunct company),

    (b) an application to the registrar has been made under section 1024
    (application for administrative restoration to the register) within the
    time allowed for making such an application, and

    (c) the registrar has refused the application,
    an application to the court under this section may be made within 28 days of
    notice of the registrar’s decision being issued by the registrar, even if the period
    of six years mentioned in subsection (4) above has expired.
     
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    ChrisCallaghan

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    @Gyumri you'll have to forgive me if I cannot quote the relevant section of the Companies Act or the Insolvency Act (I am not a qualified solicitor or IP), but I can assure that a liquidator can reinstate a dissolved company back into liquidation if new information comes to light, especially relating to assets.

    Hypothetical example: A director of a car company voluntarily liquidates their company, claiming it has no assets. The liquidator, following investigations are satisfied there are no assets, issues final report and applies for the company to be dissolved. Some months later a 3rd party reports to the liquidator that the company actually had 4 cars worth a total of £100k, that the director has hidden these assets, and is now attempting to sell for his personal benefit. The yes, a liquidator is more than entitled to re-instate the company to go after those newly discovered assets.

    Or to use this particular case where the asset is a directors loan - say a settlement is agreed based on the identifiable asset position of the director, but then post dissolution it becomes apparent that the director has disguised their personal assets to obtain a favourable settlement.

    The personal injury issue you are referring to, to my limited knowledge, is about the time constraints. To quote from https://www.gov.uk/guidance/company-restoration-guide#who-makes-the-application:

    "Except in the case of a personal injury claim the application for restoration must be made within six years of the date of dissolution of the company.

    For the purposes of bringing a claim for damages for personal injury an application for restoration can be made at any time."
     
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    For the purposes of bringing a claim for damages for personal injury an application for restoration can be made at any time."
    Not many Liquidators I would have thought catch a deadly disease or suffer mental impairment through the liquidation process or maybe they do:(
     
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    eteb3

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    An overdrawn DLA is an asset of the company, being a chose in action, or a debt, but it is not "property" which can be passed to the Crown as bona vacantia.

    Sure?

    1012 Property of dissolved company to be bona vacantia​

    (1)When a company is dissolved, all property and rights whatsoever vested in or held on trust for the company immediately before its dissolution (including leasehold property…) are deemed to be bona vacantia and—

    (a)accordingly belong to the Crown
    An ODLA is a right to be repaid. I know debts were not assignable at common law (which might support your view), but the statute seems pretty unequivocal.
     
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    eteb3

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    When a director takes a loan from a company, the property in the sum transferred passes at the same time.
    Fine in theory, but “the sum transferred” is transferred only in exchange for a right to be repaid. (Hence banks create money.) That right is what goes to the Crown.

    In any case, “the sum transferred” no better meets your definition of property than the debt you say isn’t property at all. All money is nowadays a chose in action (see the promise on every banknote).

    Unless the director’s loan was paid in gold ;-)
     
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    Gyumri

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    An ODLA is a right to be repaid. I know debts were not assignable at common law (which might support your view), but the statute seems pretty unequivocal.
    Sorry to disagree but a debt is not a "right vested in a company".

    If Parliament wanted to refer to the debts owed to a company passing to the Crown on dissolution then it could easily have said so explicitly.

    A right is "vested" in a company following a vesting order and has nothing to do with a company's right to sue to recover a debt.

    I cannot find a single case of the Crown ever chasing a debt that was previously owed to a dissolved company - and thousands of companies are dissolved every year.

    However, I have written to the department that deals with bona vacantia to clarify the position from the horse's mouth.
     
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