The taxation of distributions and HMRC’s consultation on reforming the current rules
The Government has published a consultation to explore modernising the rules that determine whether a payment to a company’s non-corporate shareholders falls within the distributions regime. It says that this is to ensure the rules operate as intended and minimise distortions, without undermining commercial practice and because of the complexity of this area of the tax system, which in many cases has not been reformed since 1965. It wants to have a clear view of potential impacts before deciding whether to proceed.
Currently, returns of value from companies to individual UK shareholders can be taxed as income, capital or a mixture of the two, under different rules depending on the exact nature of the payment.
There are some scenarios where the rules produce distortions and result in substantively similar payments receiving different tax treatment, according to HMRC.
An example is the income tax charge on dividends from non-UK resident companies, which developed separately as a charge on income from foreign possessions and is not aligned with the wider charge to income tax on dividends and other distributions from UK-resident companies.
The reforms would affect only individual and trust shareholders within the charge to income tax and are not intended to affect corporate shareholders directly. So, the corporation tax rules would remain unchanged.
The reforms would cover the whole range of payments, including share buybacks, reorganisations, demergers, and loans between companies and their shareholders, as well as more conventional distributions.
One of the main aims is to reduce opportunities for returns of capital to be taxed as capital rather than income.
The tax treatment of distributions from UK resident and non-UK resident companies would be aligned, so that a wider category of distributions from the latter would be subject to income tax than is currently the case.
Companies would be prevented from implementing tax-neutral demergers using a reduction of capital, and demerger relief would only be available if new statutory conditions are met.
A new tax charge would be imposed on loans made by non-UK resident close companies to their participators, and the existing rules for loans to participators would be merged with the distributions code to align the two regimes.
New anti-avoidance rules would replace or supplement the existing ‘transactions in securities’ regime.
And, restrictions would be imposed on the use of capital treatment where a retiring owner-manager sells their shares back to their company (share buybacks). Key points include:
- A requirement for a clean or near-complete exit (limited scope for retaining small shareholdings);
- Reduced flexibility for phased or partial exits, potentially limited to a short timeframe (e.g. two years);
- Stronger conditions around the shareholder’s level of involvement in the business prior to exit;
- Tighter rules where individuals remain connected to the business (e.g. through family links or influence);
- Potential clawback of relief if the individual returns.
Whilst this shouldn’t impact straightforward retirements/exits, family succession planning and gradual exits could become more difficult to structure.
The consultation closes at 11.59pm on 14 September 2026.
Comment
For owner-managed businesses, the tax rules applying to distributions are often central to key decisions around profit extraction, shareholder exits, succession planning and business reorganisations. The Government’s proposals suggest there will be a significant shift in approach, particularly in whether capital gains tax or income tax treatment will apply. We will, of course, update you on any developments.