Many business owners register and operate more than one limited company. This can be for several reasons including company name protection, establishing a group of companies, managing different business activities etc.
One reason you should not form a second company is to evade tax or to artificially separate business activities to avoid registering for VAT. Under normal circumstances, your total sales should be added together to establish whether you need to register for VAT and if so VAT is applicable to all sales. However, if your businesses are clearly separate legal entities then it is possible that you do not need to register all of the business for VAT.
What is artificial separation of business activities?
To explain this in simple terms consider the following example.
Qwerty Computer Fixing Ltd provides repair services and upgrades to business computers. They service, repair and provide software upgrades to business. The company is VAT registered and charges VAT on all sales.
The owner recognises the need to provide services to home PC’s after receiving several enquiries. Instead of providing services through the existing business the owner decides to start a new company that will not be VAT registered so that he does not have to charge VAT to customers that are not VAT registered.
In these circumstances, it would be difficult to argue that the two businesses are separate legal entities. HMRC would decide that all sales should be subject to VAT.
Points to consider
HMRC will look at the business activities of two separate entities and consider the following points-
Selling to registered and unregistered customers. You cannot operate two businesses for the purpose of charging VAT to VAT registered business and not charging VAT to customers that are not VAT registered.
The same equipment and business premises. Where two separate entities use the same equipment and business premises HMRC may decide that the two entities are not separate.
Splitting sales. Whilst many business sell services in conjunction with another service provider you cannot artificially separate sales. An example of this may be selling kitchen equipment via one company and installing the equipment through another company.
The costs of artificial separation
In the event that you are deemed by HMRC to be artificially separating sales, you will be required to pay VAT on all sales and you may be issued with a penalty. Registering a second company is not alone sufficient reason to separate sales and avoid registering for VAT. If you are not sure whether you are operating two separate legal entities please seek advice from an accountant. SFS are pleased to provide informative articles but this information does not constitute qualified legal advice.