{"id":7226,"date":"2022-07-10T11:43:18","date_gmt":"2022-07-10T10:43:18","guid":{"rendered":"https:\/\/www.taxpolicy.org.uk\/?p=7226"},"modified":"2023-02-14T08:37:34","modified_gmt":"2023-02-14T08:37:34","slug":"zahawi","status":"publish","type":"post","link":"https:\/\/heacham.neidles.com\/2022\/07\/10\/zahawi\/","title":{"rendered":"Did Nadhim Zahawi use an offshore trust to avoid almost \u00a34m of capital gains tax?"},"content":{"rendered":"\n
January 2023 update: the article below was written on 10 July 2022 and then updated over the next few days, with the final amendments on 16 July 22. It hasn’t been updated since, and so doesn’t reflect what we now know: that at the time I wrote this, Zahawi was in the midst of negotiations with HMRC to settle unpaid tax on the Balshore structure. <\/em><\/strong><\/p>\n\n\n\n This has now been overtaken by events – Zahawi’s two contradictory explanations for why a Gibraltar company came to hold his founder shares in YouGov now both look fairly clearly to be false. So, whilst I could replace all of this piece with the single word “Yes”, I will instead update it properly over the next day or so.<\/em> For the moment, see The Times’ excellent report here<\/a>.<\/em><\/p>\n\n\n\n This is the third of my pieces on Tory leadership contenders1<\/a><\/sup>Updated 11am on 11 July with YouGov’s shareholdings back in 2000, which makes clear that the offshore structure was there from the start; updated at 12pm with a personal note. I’ve spent some time looking into Nadhim Zahawi’s tax affairs, and that’s culminated in Sunday’s FT story<\/a>, and the report that follows below. I’ve used information in the public domain, my tax expertise, and input from other tax experts, to try to “reverse-engineer” Zahawi’s tax and corporate planning, and work out what’s going on. This may or may not relate to yesterday’s report<\/a> in the Times that HMRC is investigating Zahawi<\/a>, following a tip-off from the National Crime Agency.<\/p>\n\n\n\n Zahawi is an impressive businessman who deserves plenty of credit for his part in founding YouGov. However, his tax affairs raise some serious questions:<\/p>\n\n\n\n There may be straightforward answers here, and no tax avoidance at all. Only Nadhim Zahawi can clarify the position. He should disclose what was paid in tax on the YouGov disposal, and disclose the purpose and tax treatment of the offshore trust. <\/p>\n\n\n\n The suggestion that we have a Chancellor who’s used an offshore trust to avoid tax is hugely damaging to public faith in the tax system. Worse still, the chancellor is ultimately responsible for the UK tax code. The public has a right to know if there are specific and obscure provisions of that code from which the Chancellor personally benefits.<\/p>\n\n\n\n And there\u2019s an obvious contrast with Jeremy Hunt<\/a>, who made a similar sum from selling his company, but used no trust or holding company and, I expect, simply paid the tax. <\/p>\n\n\n\n A personal note: I’m not some hopeless na\u00eff, gasping with horror at what are straightforward corporate arrangements. I was a tax lawyer<\/a> for 25 years, I’ve acted for hundreds, perhaps thousands of businesses – large and small – and seen tax planning of all kinds. This is not normal. And I’m not a partisan, smearing a Tory for the fun of it – Tory Ministers have lauded<\/a> some of my previous work<\/a>. <\/p>\n\n\n Nadhim Zahawi founded YouGov in 2000 with Stephan Shakespeare. Initially Shakespeare held 42.5% of the share capital, Neil Copp held 15%, and Balshore Investments Limited held 42.5%. Zahawi held none. This is all clear in YouGov’s first Companies House return<\/a>.<\/p>\n\n\n\n The shares were stated in YouGov’s filings<\/a> to be issued for the “knowhow expertise and effort” which was provided by Stefan Shakespeare, Neil Copp and Balshore Investments. Copp paid \u00a3287,500 cash; Balshore and Shakespeare paid nothing. This is reflected in YouGov’s first set of accounts<\/a>, which show \u00a3287,500 share capital and premium, and nothing else. Balshore provided no additional funds.<\/p>\n\n\n\n Zahawi’s people are currently claiming that Balshore provided capital – but there’s no sign of this in the Companies House filings, the 2000 accounts or any later accounts. Startup companies get things wrong, but it tends to get corrected later when things become more formalised3<\/a><\/sup>There’s a neat example of this in the company’s second form 88(2) dated 25 October 2002 but backdated to 6 May 2000. It shows further shares being issued to Balshore and Shakespeare for \u00a37,000 each – much cheaper shares than Copp received, and typical of founder shares. Presumably this reflects a deal the parties thought they made in 2000 but never formalised – strictly a breach of company law, but one with no real consequence once corrected. The idea hundreds of thousands of pounds of capital could disappear without trace, even after all the due diligence that comes with an IPO, is for the birds<\/span>. Their explanation either isn’t correct, or the money vanished without trace. My full analysis of the historic filings and accounts, step-by-step, is here<\/a>.<\/p>\n\n\n\n These shareholdings were reduced over time as shares were given to others involved in the business, and outside investors provided equity financings. When YouGov was listed on AIM in 2005, Balshore Investments held 18.77% of the shares (see page 15 of this document<\/a>). <\/p>\n\n\n Zahawi\u2019s parents control an offshore trust which holds two Gibraltarian companies, one UK company, and has a minority interest in a US LLC.<\/p>\n\n\n\n There is clear evidence for this:<\/p>\n\n\n\n So it seems reasonably clear that Zahawi\u2019s parents controlled a trust, which held Balshore, which held the YouGov shares (possibly with other entities in the ownership chain). Neither the trust nor the companies it holds are mentioned in Zahawi’s list of Ministers’ Interests<\/a> or Members’ Financial Interests<\/a>. Parliamentary rules expressly require that property held in trust has to be disclosed (see footnote 47 here<\/a>). The fact Zahawi does not himself control the trust shouldn\u2019t change this. If, as I am assuming is the case, Zahawi or his children can benefit from the trust, then it should be disclosed (regardless of whether they benefit today<\/em>). <\/p>\n\n\n Balshore Investments Limited sold about \u00a324m of YouGov shares between 2006 and 2017\/18<\/p>\n\n\n\n So likely total sale proceeds of \u00a327m.<\/p>\n\n\n\n This is much, much larger than the returns made by Zahawi and his wife over their personal shareholdings. Zahawi’s wife, Lana Saib, held about 0.8% of YouGov shares, which she sold in 2007\/8. I’m going to assume that was taxable in the usual way. And Zahawi held options over 359,447 shares. Again I’ll assume that was taxed in the usual way. <\/p>\n\n\n\n The obvious question is: why does the founder of a company hold less than 1% of the shares in his company, but his parents hold 19% (and originally 42.5%)? The obvious inference is that they were holding the shares on his behalf, to avoid the tax that would have been paid had he held directly.<\/p>\n\n\n Absent a better explanation of why Zahawi’s parents came to hold 42.5% of YouGov, I am assuming something like this happened:<\/p>\n\n\n\n There are some additional complications6<\/a><\/sup>For example, section 13 TCGA will deem capital gains of a foreign “close” company to be gains of its UK owners; a possible solution here is that Balshore, whilst a Gibraltar company, was made tax resident in an EU country such as Cyprus, Malta or Luxembourg. Another possible solution is that the Zahawis took the position there were no UK \u201cparticipators\u201d in Balshore. Another is that they had left the UK by the time of the capital gain. There’s no way to know based on the information we have<\/span>, but it’s reasonable to assume they were solved, as otherwise why would valuable YouGov shares be in a Gibraltar company held by a trust?<\/p>\n\n\n If the above is right, the actual tax paid on the \u00a324m share sales was zero. To calculate the tax avoided we should look at the tax that would have been paid if the trust didn’t exist, and Zahawi held the shares directly, and sold them personally. Like Jeremy Hunt did<\/a>. <\/p>\n\n\n\n I’m assuming Zahawi paid next-to-nothing for the shares originally, as he was a founder. So the \u00a324m proceeds from the sales of the YouGov shares would all have been taxable capital gain.<\/p>\n\n\n\n Let\u2019s do the math:<\/p>\n\n\n\n The \u00a33.6m gain in 2006<\/strong>: the CGT rate at that point was 40%. But business assets benefited from a “taper” which after six years of ownership reduced the gain by 75%. So tax = \u00a33.6m x 25% x 40% = \u00a3360,000.<\/p>\n\n\n\n The \u00a33.6m gain in 2008: <\/strong>this sale was right before taper relief was abolished (and was stated<\/a> to be motivated by that – presumably that was the other shareholders’s concern; Balshore, as a Gibraltar company, wouldn’t care). So again \u00a3360,000<\/p>\n\n\n\n The \u00a320m gain in 2017\/18<\/strong>: the rate was 20%, but Zahawi would have benefited from the special 10% entrepreneurs relief rate. From 2008 to 2020 there was a \u00a310m annual limit<\/a> to entrepreneurs relief. Tax = the first \u00a310m at 10%, then the second \u00a310m at 20% – i.e. \u00a33m in total.<\/p>\n\n\n\n Total tax:<\/strong> around \u00a33.7m.<\/p>\n\n\n Not on the original YouGov shares. The shares would, if held directly by Zahawi, have benefited from the very generous inheritance tax relief for business property (see my blog<\/a>). No inheritance tax on them, and no avoidance needed.<\/p>\n\n\n\n But what about the cash the trust received after selling the shares, and any other assets purchased with the cash? If Zahawi held the cash\/assets directly then that would have formed part of his inheritance tax estate. But if Zahawi can say the shares were contributed to the trust by his parents, who at that time were non-doms, then any non-UK assets (i.e. the shares in the Gibraltar companies) will be entirely outside Zahawi\u2019s inheritance tax estate. <\/p>\n\n\n\n That suggests potential inheritance tax avoidance of almost \u00a310m. More if the assets have grown since (as is likely). <\/p>\n\n\n If the above is an accurate description of what happened, then I would have very serious doubts that it is effective. Realistically the shares were not settled on trust by Zahawi’s parents – they were originally within the control of Zahawi, and he settled the trust via his parents. If I was HMRC I would challenge the 2017 capital gain position on that basis. <\/p>\n\n\n\n Of course if I am misunderstanding what happened, then my claim in the previous paragraph is irrelevant.<\/p>\n\n\n Much of the above is speculation, based upon public domain information and my and others’ tax expertise. I will happily correct any technical mistake; and if Zahawi confirms or denies any element of this analysis then I will amend my post.<\/p>\n\n\n Thank you to all the tax experts – accountants, barristers and solicitors – who contributed to this research. I can’t name them, but I’m incredibly grateful for their help.<\/p>\n\n\n\n I’ve used information in the public domain, my tax expertise, and input from other tax experts, to try to “reverse-engineer” Zahawi’s tax and corporate planning.<\/p>\n","protected":false},"author":1,"featured_media":7128,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"ngg_post_thumbnail":0,"footnotes":""},"categories":[141],"tags":[119,106,124,126,128],"jetpack_featured_media_url":"https:\/\/heacham.neidles.com\/wp-content\/uploads\/2022\/07\/5504.webp","_links":{"self":[{"href":"https:\/\/heacham.neidles.com\/wp-json\/wp\/v2\/posts\/7226"}],"collection":[{"href":"https:\/\/heacham.neidles.com\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/heacham.neidles.com\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/heacham.neidles.com\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/heacham.neidles.com\/wp-json\/wp\/v2\/comments?post=7226"}],"version-history":[{"count":4,"href":"https:\/\/heacham.neidles.com\/wp-json\/wp\/v2\/posts\/7226\/revisions"}],"predecessor-version":[{"id":9156,"href":"https:\/\/heacham.neidles.com\/wp-json\/wp\/v2\/posts\/7226\/revisions\/9156"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/heacham.neidles.com\/wp-json\/wp\/v2\/media\/7128"}],"wp:attachment":[{"href":"https:\/\/heacham.neidles.com\/wp-json\/wp\/v2\/media?parent=7226"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/heacham.neidles.com\/wp-json\/wp\/v2\/categories?post=7226"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/heacham.neidles.com\/wp-json\/wp\/v2\/tags?post=7226"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\n\n\n\nUpdated again 12.20pm on 11 July with the incoporation dates of Balshore and YouGov.
\n\n\n\nThen updated later that afternoon with more on Balshore thanks to the brilliant commentator “Tigs”.
\n\n\n\nUpdated on 12 July reflecting Zahawi’s purported explanation for why Balshore got its shares, and referring to my full analysis of that claim here<\/a>.
\n\n\n\nUpdated on 13 July with the 2008 share sale, courtesy of @ChrisDavidStone<\/a>.
\n\n\n\nUpdated again on 14 July because my autocorrect just can’t can’t spell “Zahawi”<\/span>.<\/p>\n\n\n\n\n
What we know – the initial shareholders in YouGov<\/h2>\n\n\n
What we know – there is a family trust<\/h2>\n\n\n
\n
What we know – the trust made at least \u00a327m of capital gains<\/h2>\n\n\n
\n
Putting all this together, what actually happened?<\/h2>\n\n\n
\n
How much capital gains tax was avoided?<\/h2>\n\n\n
Could there be inheritance tax avoidance as well?<\/h2>\n\n\n
Does the structure as described work?<\/h2>\n\n\n
Caveat<\/h2>\n\n\n
Credits<\/h2>\n\n\n
\n\n\n\n
\n\n\n\nUpdated again 12.20pm on 11 July with the incoporation dates of Balshore and YouGov.
\n\n\n\nThen updated later that afternoon with more on Balshore thanks to the brilliant commentator “Tigs”.
\n\n\n\nUpdated on 12 July reflecting Zahawi’s purported explanation for why Balshore got its shares, and referring to my full analysis of that claim here<\/a>.
\n\n\n\nUpdated on 13 July with the 2008 share sale, courtesy of @ChrisDavidStone<\/a>.
\n\n\n\nUpdated again on 14 July because my autocorrect just can’t can’t spell “Zahawi”<\/div><\/li>