Closing a Ltd company in UK and buying the assets into French company

takemonday
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I am currently the sole director of a UK ltd company which was set up one year ago. The main revenue stream of the company will be selling bags.

So far in the first year, the company has no revenues. Approximately 40k GBP has been spent on R&D including the production of the bags. But no bags have yet been sold. The plan is to sell these bags in the run-up to Christmas, primarily in the UK and Ireland.

The company filed a loss for the first tax year (R&D but no sales) and will file a profit in the second tax year once the bags have been sold. The loss from year 1 will be carried over and offset against profits in year 2.

When the company was setup I was living in the UK but this year I moved to France and am now a French resident. I am unclear how to proceed. My options, as I see them:

  1. Sell the bags in the UK and ROI as planned, within the UK ltd company. Most marketing and sales will be in the UK and all of the R&D was done while living in the UK so I believe this would be allowed under tax law. File company accounts for year 2, pay back director loans, pay any corporation tax, take any remaining funds as a dividend and close the company. Set up new French entity and continue business from France.
  2. Sell the bags in the UK and ROI as planned, within the UK ltd company. File company accounts for year 2, pay back director loans, pay corporation tax, sell company assets to new SARL (or other French entity), pay CGT in UK (or France?).
  3. Immediately sell the UK Ltd company to a new French entity (assets valued at 40k). Sell all bags in UK and ROI but out of French entity. Write off any profits against the ‘loss’ or ‘cost’ of buying the assets from the UK ltd company.

Basically, I have two considerations. Firstly I have 40k of assets currently in a UK ltd company which I would like to monetise. Second I would like to do this in a tax-efficient way as I have 40k of losses from the previous UK tax year which I would like to offset against future profits from the sale of these bags.

Sorry if any of the above is not clear. I think options 2 or 3 are best, where I setup a SARL and purchase the UK Ltd company (and can then offset the cost against revenues on sales and thus reduce my tax bill). But I am not really sure of the best way forward.

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