Tax · 7 min read
Getting profits home, and closing the company
How money leaves a UK subsidiary: dividends with no withholding tax, interest and royalties at 20% unless a treaty rate is claimed, management charges at arm’s length, intercompany loans. Then the lifecycle end: strike-off versus members’ voluntary liquidation, HMRC clearances and the £25,000 rule.
Key points
- The UK charges no withholding tax on dividends to a parent in any country. Dividends need distributable profits and a board minute.
- Interest and royalties paid abroad carry 20% withholding unless the treaty rate is claimed in advance.
- Management charges and cost-plus fees carry no withholding but must be at arm’s length and documented.
- Closing: strike-off if reserves are under £25,000, members’ voluntary liquidation above it; close the taxes first, three to four months minimum.
Four ways money leaves
| Route | UK withholding | Deductible for the UK company? | Paperwork |
|---|---|---|---|
| Dividend | None, to any country | No | Distributable profits, board minute, voucher |
| Interest on intercompany loan | 20% unless treaty rate claimed (DTTP scheme) | Yes, subject to transfer pricing and corporate interest restriction | Loan agreement, arm’s-length rate, CT61 returns |
| Royalty for IP | 20% unless treaty rate claimed | Yes, at arm’s length | Licence agreement, benchmarking |
| Management or service charge | None | Yes, at arm’s length | Intercompany services agreement, invoices, evidence of service |
Dividends
A UK company may pay a dividend out of accumulated realised profits shown in its last annual accounts or in interim accounts prepared for the purpose. The board minutes the decision and issues a dividend voucher; a final dividend is approved by the shareholder. There is no UK withholding tax on dividends, whoever the shareholder is and wherever they are. The parent’s home-country treatment is the parent’s affair: participation exemptions in Germany, France, the Netherlands and Ireland typically exempt most or all of it; the US taxes it with a foreign tax credit; India taxes it at the parent’s rate.
The common failure is paying money up without profits to cover it. That is an unlawful distribution, repayable by the parent, and it appears in the audit file. Interim accounts are cheap; we prepare them.
Interest and royalties
Interest paid by a UK company to an overseas lender carries 20% income tax deducted at source, reported quarterly on form CT61. Almost every UK treaty reduces this — often to 0% — but relief must be claimed in advance: through HMRC’s Double Taxation Treaty Passport scheme for lenders that hold a passport, or by a treaty clearance application, which can take months. The same applies to royalties. Interest deductions are also limited by transfer pricing (arm’s-length rate and quantum) and, for groups with over £2m of UK net interest, the corporate interest restriction.
Management charges
The flexible route, and the one that needs the most care. A UK subsidiary that provides services to its parent is usually paid cost plus a mark-up; a parent that provides head-office services to the UK charges a management fee. Neither carries withholding tax. Both must be at arm’s length and supported by a written agreement, invoices and evidence that the service was actually provided. HMRC’s first question in an enquiry into a subsidiary is “show me the intercompany agreement”. Transfer pricing and intercompany.
Loans to the parent
A UK company can lend to its parent. Interest should be charged at arm’s length or HMRC will impute it. If the shareholder is an individual or a close company’s participator rather than a corporate parent, section 455 tax at 33.75% applies to the outstanding balance nine months after the year end — a trap for founder-owned structures.
When the UK chapter ends
Two routes. Voluntary strike-off: the company stops trading, settles creditors, distributes what is left, closes the taxes and files form DS01 (£33). Dissolution follows about two months after the Gazette notice unless HMRC or a creditor objects. Distributions of up to £25,000 in total are taxed as capital in the shareholder’s hands; above that, the whole amount is taxed as income. Members’ voluntary liquidation: a licensed insolvency practitioner is appointed, the directors swear a declaration of solvency, and distributions are capital whatever the amount. Use an MVL above £25,000 of reserves or where a clean, court-proof closure matters to the group.
Whichever route: file the final accounts and CT600 with a cessation date, deregister for VAT and PAYE, issue final P45s, request HMRC clearance, then close the bank account. Anything left in the company at dissolution belongs to the Crown. Three to four months from stopping trade is realistic for a strike-off; six to twelve for an MVL. Closing a UK company.
Common questions
Is there UK tax on dividends paid to a foreign parent?
How do we avoid 20% withholding on intercompany interest?
Can we just stop filing and let the company be struck off?
How long does it take to close a UK company?
General information for overseas businesses considering the UK, correct to the best of our knowledge at the date shown. Not advice for your specific circumstances — rates and thresholds change, usually each April. Check with us or HMRC before acting on it.