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These episodes looks at how to incorporate a sole trader or partnership


The guest is Nick Wright of Jerroms Miller a leading UK specialist in taxation. Nick is a published tax author in publications including Taxation. Nick can be contacted for consultancy at or


  • Nick Wright ACA CTA


  • 0121 693 5000




This is the first episode of two covering incorporation relief and procedures. In this episode we look at


  • S162 relief

  • The incorporation procedure and which assets must be transferred

  • The issues arising from goodwill

  • Tax treatment of director’s loans

  • D32 concession and why it is important

  • Gift relief

  • Dealing with a retiring partner

  • The closing year considerations


The second episode covers:


  • Practical administration guidance on incorporation

  • Tax issues with capital allowances and stock

  • How to include new partners / shareholders in the new entity

  • LLPs

  • Property and SDLT and the importance of sum of lower proportions

  • Important tax cases to consider

  • Scheme warning that will not work

  • ATED consideration


Part One - timings and contents

3:46      Extra notes for episode

4:38      Overview of incorporation process

5:47      Understand the business

6:55      s162 Incorporation relief

7:36      Do you have to incorporate into a new company?

9:01      How to split the consideration

12:52    DLA and capital losses

13:30    Cash balances

16:12    Tax planning for the timing of the transfer

16:56    162 procedures

18:27    Goodwill and director's loan accounts

19:35    What you have to do with goodwill

20:10    D32 concession and practical examples

23:02    Do we transfer partners in same ratios as in the partnership

25:35    Disapplying s162

26:40    The possible role of gift relief

29:54    Investments

32:48    Role of subsidiary companies

33:02    The closing year computation

36:00    How to contact Nick


Part two - timings and contents

3:51      Brief coverage of administration points to watch

4:00      MTD, VAT and registering for tax

5:04      New VAT number delays to plan for

6:33      Transfer of plant and machinery

6:57      Tax issues on stock

8:08      Bringing in new partners / shareholders to the new entity

10:26    LLPs - points to watch out for

12:41    Transfer of the property

13:36    SDLT and sum of lower proportions - how it works

20:39    Does gift relief have any role to play?

22:16    Is the property business a business or not?

24:26    The indicators of whether a business exists

30:54    Factors to consider on ATED


Tax issues of incorporation

SKU: 2023incorp
  • The podcast is supplied as an MP3 file

    The verification quiz is in Excel format

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