HMRC’s guidance update for salaried LLP members’ capital contributions

Recently, HM Revenue & Customs (HMRC) issued amendments to its guidance concerning the Salaried Member legislation, which could have implications for Limited Liability Partnerships (LLPs) and their members.

Understanding the Salaried Member legislation

The Salaried Member legislation essentially treats LLP members as employees for tax purposes if they fail to satisfy certain conditions.

These conditions, known as Condition A, Condition B, and Condition C, serve as benchmarks to determine the tax status of LLP members.

The conditions

• Condition A – Disguised salary. This condition examines whether at least 80 per cent of a member’s profit share resembles a fixed salary rather than a variable share linked to the overall profits of the LLP.
• Condition B – Significant influence. This evaluates whether the member’s rights and duties within the LLP present significant influence over its affairs.
• Condition C – Capital contribution. This condition assesses whether the member’s capital contribution to the LLP falls below 25 per cent of their expected disguised salary.

The focus of the recent amendments revolves around Condition C, particularly concerning a member’s capital contribution and its implications for tax treatment.

What’s changed?

HMRC’s updated guidance sheds light on how they interpret the legislation, although the legislation itself remains unchanged.

Notably, HMRC has emphasised its stance on Condition C and its application, especially in light of the Targeted Anti Avoidance Rule (TAAR).

The TAAR aims to disregard any arrangements designed to avoid the application of the salaried members rules.

While the original guidance implied that HMRC would only invoke the TAAR in extreme cases, the recent changes suggest a more vigilant approach, particularly regarding Condition C.

Previously, HMRC had advised that a genuine, enduring capital contribution with real risk would not trigger the TAAR.

However, the advice now includes a clause specifying that financing arrangements aimed at avoiding the salaried members rules may indeed trigger the TAAR.

In light of these amendments, LLPs and their members must be wary when structuring capital contributions and arrangements.

It is important to ensure that capital contributions are genuine, enduring, and not solely aimed at avoiding tax obligations.

Are you affected by these changes?

If your LLP or its members are grappling with the implications of HMRC’s updated guidance, then we are here to help.

Our team of experienced accountants specialises in navigating complex tax regulations and can provide tailored solutions to ensure compliance and mitigate risks.

Don’t let uncertainty about tax regulations impact your business. Contact us today for expert advice and personalised assistance.