Finance teams within PE-backed portfolio companies face a uniquely complex and fast-evolving accounting and tax landscape. Whether you’re part of a portfolio company or a PE house, understanding the compliance requirements and identifying opportunities for efficiency is essential.
At Menzies LLP, we work closely with PE-backed groups to help them navigate these challenges. Here are seven key areas we regularly advise on:
Audit exemptions
If your company previously qualified for audit exemption under section 477 of the Companies Act 2006, joining a larger or ineligible group may mean those exemptions no longer apply. This change introduces additional compliance obligations, including a potential requirement to undergo a statutory audit.
If you have any questions about whether your business now needs an audit or wish to understand what exemptions and thresholds you might be able to apply, contact our audit team using the form below.
Systems and technology
Legacy IT, accounting, and sales systems that once met your company’s needs may no longer be fit for purpose as operations expand or you integrate new businesses. While upgrading infrastructure might not seem like an immediate priority during periods of growth, relying on outdated reporting tools can result in poor quality data which might ultimately hinder your financial reporting, forecasting accuracy and risk assessment in the longer term.
Timely and strategic investment in new systems and technology is therefore essential to support sustainable growth and informed decision making.
Timing of corporation tax payments
PE ownership can significantly alter the timing of Corporation Tax payments. Many companies find themselves moving from the standard payment window, nine months and one day after the year-end, into the Quarterly Instalment Payment (QIP) regime. Under QIPs, tax liabilities must be settled much earlier, often by month 12 of the accounting period.
This shift can have a material impact on cash flow and requires proactive planning. Finance teams should regularly assess their payment schedules and work with tax advisors to explore whether any steps can be taken to mitigate exposure or smooth the timing of payments.
Loan Note Deductibility
PE-backed groups often carry substantial debt, and the deductibility of interest charges is a key area of tax planning. Interest payable on loan notes may be expensed to the profit and loss account, but whether it’s deductible for tax purposes depends on several factors.
Common areas to review include thin capitalisation and transfer pricing rules, anti-hybrid mismatch legislation, unallowable purpose tests, timing of payments, and the Corporate Interest Restriction (CIR).
Not all of these will apply in every case, but they are frequent pressure points that can affect the group’s ability to claim deductions and structure its affairs efficiently.
Payment in Kind (“PiK”) Notes
In some cases, interest on loan notes is accrued and rolled into the capital value of the loan, with future interest compounding on the new balance.
Where interest is not physically paid, relief may only be available in the period it is eventually settled unless it is paid within 12 months of accrual, in which case earlier relief may be possible.
One strategy is to “settle” accrued interest via the issuance of a PiK note, allowing the deduction to be accelerated without an immediate cash outflow.
This can be a useful planning tool for portfolio companies, though it must be considered in conjunction with the PE fund, as the tax position of the fund’s members may also be affected.
The points mentioned to the left must also be considered.
In summary, there can be a valuable taxable deductions to be obtained from reviewing the loan notes and the interest charges however there are a number of areas to consider to efficiently structure the company tax affairs.
Withholding Tax
Where interest is paid to overseas lenders or individuals, UK companies may be required to withhold tax at a rate of 20% and remit it to HMRC within 14 days of the relevant quarter. This obligation can be triggered simply by the location or status of the beneficial owner of the loan note.
However, relief may be available under double tax treaties, potentially reducing or eliminating the withholding tax burden. Finance teams should review the profiles of their lenders and assess whether treaty relief can be claimed to reduce exposure.
Share structure and statutory filings
As your company grows and secures external investment, it is common for the capital structure to evolve to recognise additional shareholders or new funding arrangements. Changes might be made without fully considering future funding rounds or the implementation of management and employee share incentive schemes.
Examples include capital reductions, share subdivisions, or re-designations to allow dividends to be declared for one class of shares but not another. Without careful planning, such changes can lead to costly and time-consuming revisions to your company’s articles of association or shareholder agreements further down the line.
Any changes also need to be reflected at Companies House. While statutory filings may seem like a formality, timely submission of changes is essential to avoid penalties or fines. Maintaining accurate and up to date statutory records can feel overwhelming, but it is a critical part of good corporate governance and ensures your company remains compliant as it grows. If you have any questions about what filings need to be made at Companies House or need assistance in preparing this documentation, our company secretarial team is here to help.
Speak to Us
If your business has private equity backing, or you are P/E fund, and you would like to explore whether you are operating efficiently, whether it be day to day practicalities, tax planning or other areas, then please get in touch with our team at Menzies LLP.
