Dentists Who Invest Podcast
Official Podcast of the Dentists Who Invest platform. Talking all things investing, money and finance with a dental spin. Have you ever wondered how you can grow your wealth and protect your hard earned money as a Dentist? We've got you covered. Featuring famous guests such as Andrew Craig, Edward Zuckerberg and Benyamin Ahmed we delve deep into EVERY aspect of finance to educate and empower ALL Dentists.
Dentists Who Invest Podcast
Ltd Company Vs Sole Trader: Does It Still Make Sense In 2025? with Johnny Minford
You can download your FREE report on how you can avoid financial mistakes as a dentist using the link just here >>> dentistswhoinvest.com/podcastreport
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Join expert dental accountant Johnny Minford as we break down the pros and cons of operating as a limited company versus a sole trader in 2025. This episode dives into the often confusing world of tax decisions, uncovering key insights on potential tax savings and hidden costs that could affect your financial strategy. Whether you’re an NHS dentist or a private practitioner, understanding the nuances of incorporation and consulting with an accountant can make all the difference in shaping your financial future.
Discover the best tax strategies for limited companies, including tips on valuing goodwill, the timing of incorporation, and how to optimize profit extraction. We also discuss valuable opportunities for non-domiciled UK residents and the strategic use of voluntary liquidation for entrepreneurs’ relief, ensuring you get the most out of your business structure.
Looking ahead to 2025, we also explore how upcoming tax changes—such as the narrowing gap between income tax and capital gains tax rates—could impact your financial decisions. From pensions to long-term investments, understanding these shifts is crucial for securing your financial future. Tune in for expert insights that will empower you to make smarter tax and financial planning decisions in the dental industry.
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Disclaimer: All content on this channel is for education purposes only and does not constitute an investment recommendation or individual financial advice. For that, you should speak to a regulated, independent professional. The value of investments and the income from them can go down as well as up, so you may get back less than you invest. The views expressed on this channel may no longer be current. The information provided is not a personal recommendation for any particular investment. Tax treatment depends on individual circumstances and all tax rules may change in the future. If you are unsure about the suitability of an investment, you should speak to a regulated, independent professional.
Most dentists have heard of the concept of becoming a limited company versus a sole trader, but it's one of those things the more you know about it, the less easy the decision becomes. We're here today to shed some light on the considerations that a dentist needs to know in order to make that decision correctly. I've got with me expert dental accountant, Mr. Johnny Minford. We're going to be discussing the ins and outs, the pros and cons, everything that somebody needs to know in order to make that decision, and we're going to do it over the duration of the next 40 minutes. So let's get into it. We do this podcast every single year, but you know what? It's worth it because it gets a lot of attention and it's also super pertinent to dentists, because tax is a shifting deck of cards I'm sure we can all and usually the government shuffles it in their favor. Let's just say that, Johnny. What are your thoughts? What do you reckon to what I just said?
Johnny:I think it's a very good point and the cards are certainly shuffled. Over the course of the last 12 months and just for the moment, we've got to look at what's been happening and also maybe take a little bit of a look into the future, if we can, to see what might happen coming forward.
Dr James:Certainly, we'll try to push the ball out as best we can, but at the end of the day, how can we say this? It's speculation, and we should get more clarity over the next few months, shouldn't we?
Johnny:I think we should. I think we should, but I mean the whole idea of incorporating to start with. It's still there and thereabouts. The idea of incorporation is for tax saving. It's as simple as that. But actually is it as simple as that? Because I know there are a lot of clinicians out there who are looking to incorporate but they're not in a position to incorporate because they've got a limited company. Sorry, they've got an NHS contract, for example, which they can't put in a limited company. Or if they do, you end up with a lot of problems because the goodwill isn't where it should be.
Johnny:The goodwill ownership is important and again, there will be a lot of people who we've seen that have incorporated over the years that shouldn't have done so. The incorporation has been flawed. So they come to sell and they find that the ownership of the goodwill isn't in the entity that they're trying to sell. So you have to have a bit of a shuffle around and move the asset that they're trying to sell into a place that they can sell it. That often causes a lot of issues with tax because they've been taxed somewhere that actually shouldn't have been trading. So there are a few things on the side that we need to think about, so it's not quite as simple as all of that.
Dr James:You're spot on, because I feel like a lot of people out there they want to make the whole limited company, slash, sole trader thing black and white, like I should. When should I do it? At this exact point and it's not because there's other variables around it. Do you know what? What might be a nice way to proceed? You've kind of got two parties here, you've got the associates and you've got the principals right. So maybe a nice place to begin would be okay. We're an associate pros and cons and they only ever can be pros and cons. We can't say for a definite, we can't say definitively, so one should have a discussion with their accountant. Of course we want to caveat everything that we're about to say. From that perspective, however, if I'm in, if we start associates great place to begin. If I'm an associate and I'm considering going limited company versus sole trader right here, right now, in 2025, what would you say are the most pertinent pros and cons, Johnny, from your expertise?
Johnny:okay, I'm going to take a slight step back from that. A slight step back. And this, uh, it applies for associates. It also applies to practices as well, but let's talk about the associates because there's a lot more uh, pertinent, as you say on. People think you're just going to save tax. That's not the case, because if you incorporate your business, the income comes into the company. The company pays corporation tax at 25%. If you want to take the money out of the company, if you want to take the money out of the company, you're going to pay, whether it's a salary dividend, whatever sort of mix it's going to be, you end up paying dividend tax at 33.75%. So 34% or, at higher rates, 39 odd percent. Now, that's not tax deductible in the company. So, if you look at it, you've paid 25% corporation tax and possibly 39% dividend tax. Now, you don't need to be Einstein to work out that. That's actually more than the 40% tax that you would have paid if you were just a sole trader Correct.
Dr James:And this is when you're in the second tax band, right, the over 50K.
Johnny:If you're over 50K if you're anything up to maybe 70 or 80,000, for the time you've taken the money out yourself and taken your 20% band and so on and paid your accountant extra money for having a limited company and paid somebody to do the payroll which you need for a limited company, even there's only one person on it, there's nothing left.
Johnny:All you've done is made your accountant richer. Now that's not even as an accountant. That's not a good business plan, that's not a good model. So that's not something I would go through. So you need a certain level of income to do this.
Johnny:You've got to also step back and look at the NHS side of things. You've got to leave NHS out of this because if you practice as an associate in NHS dentistry, you absent yourself from the superannuation. You can't get your superannuation if you're practicing as a limited company. Now a lot of people say well, a superannuation, is it worth it? Actually it is, it is worth it. So using a limited company as an NHS dentist doesn't make a lot of sense. So we're really only talking about private dentists here. That can run that and if you make surplus money out of it, obviously you can pay them to private pension in the company name. You, you can get an electric car through the company the way anyone else can, although there is talk of that sort of closing down a little bit, and particularly for associates who generally don't get any tax relief for vehicles or motor expenses anyway as associates, that's something that is an obvious thing for the taxman. To wrap up and say that particular benefit is gone, stemming back and looking at a more general thing for use of a company, if the money goes in and you take it all out again, the answer is you probably paid more than you should have done, or you would have done ordinarily, that you would pay higher rates of tax on now in order to route it either to someone who would pay lower tax rates or to another time when lower tax rates are payable.
Johnny:And I've got maybe a couple of examples. We can look at that a little bit later. So if you have an associate, as an example, who earns profits of 120,000, which is not a bad profit level at the moment, they are into 40% and right to the top of the 40% band and they're losing most of their personal allowances. If that associate had a spouse and they could split the profits between the two of them, then you're bringing each down, each taxable profit down earning. Then effectively you could. You could end up with 60, 60,000 each, or I'd probably go more towards the dentist than the spouse, just for what it looks like. But you could end up with a lot of basic rate tax being paid rather than higher rate tax being paid. So that's an example, a very obvious, straightforward, bold, the example of rooting something to someone else who pays less tax from you.
Johnny:We did take our client once who tried to bring their dog in as a shareholder. What it wasn't? We didn't do it, and that was a conversation which was an interesting one. Sav, you know you can't have Rover getting shares in your company. I think he set it all up himself and thought it was a good plan. But you do have these sorts of things and Rover, of course, had no other income, it had to be said.
Johnny:But that idea of sheltering income and passing it to someone else makes sense whether you're an associate or a principal. The other thing to think about when you're an associate, you don't own the goodwill. Your principal owns the goodwill, so there's nothing to incorporate, as it were. There is no goodwill in the company. Some people would say that there are problems with tax there, that the only reason that is there is for the sole purpose of saving tax. Perish the thought. And there may well come a point where HMRC looks at this and says yes, we think that's the case. So we got a lot of talk around about IR35 and all that sort of stuff that doesn't apply in these circumstances in the way people think it applies, but the concept is still there. It might not be called IR35 when HMRC get around to it, but it may well be something we just have to keep in the back of the mind, I see.
Johnny:So the same concept applies to a practice as well. The difference is with a practice is that you have got a goodwill that you, if you incorporate, you sell the goodwill to the practice. Now, this is another concept of tax saving, but you're not routing it to someone else, you're not rooting it to someone else. You're reversing it because you're taking you as an individual and you're creating a capital gain in your name and selling it to the company. The capital gains tax is generally lower than the income tax. Now, this is a big change from 2023, 2024, is generally lower than the income tax. Now, this is a big change from 2023, 2024, that now capital gains tax is higher. It's closer to income tax rates, but it is still less. So this is again another tax sheltering plan where you are changing an income tax rate maybe 40, 45 percent in the future into a capital gains tax rate now. So you're moving the timing of what we're doing. Oftentimes people will say we'll incorporate there's a thing called a holdover relief so that there's no capital gains tax on a corporation, which is fine.
Johnny:The company takes the goodwill at the same price as the dentist bought it or created it. But if you do charge it to capital gains at the moment the capital gains tax is 24%, less than 40% or 45%. But that creates a big loan account. So the company owes the clinician that money and let's say it was 500,000. Let's say the goodwill was 500,000.
Johnny:Let's say the goodwill was 500,000. That means the company owes the dentist 500,000. The dentist has paid 24% and that money can be drawn out almost as quasi-salary this year, next year, for the next 10 years, as long as the money is within the company, as the profit is generated. So in the future, whereas the company would make the profit and would pay the tax on it and the dentist would pay his 40% tax on it or 45, to extract the money from the company, he's had a one-off hit at 24 tax and he can draw that half a million 50 000 a year over the next 10 years to supplement his earnings. So he could take up to the basic rate band, say 50,000, pay 20% tax on it. Take another 50,000 every year, which he's already paid 24% tax on it, so he's got his 100,000 a year coming out and the maximum tax he's ever paying is that 24 tax that he has paid. So for a 10-year plan if that was your plan you could end up paying basically no higher rate tax at all.
Dr James:And another thing, uh, which I believe is pertinent correct me if I'm wrong on this one. If they've yet to utilize their entrepreneurs relief, their lifetime allowance of entrepreneurs relief, that would be even less still.
Johnny:No it can't, because they did away with that in 2020, early 2020s I want to say 2022, but I could be wrong on the date. No, they if. If you're, if you're incorporating your own company, you have to pay the normal rates.
Dr James:Oh, I'm so glad I asked. There's a little bit of small print there. There we go.
Johnny:There is a bit of small print there, and it was 20% until the last budget. It's now 24%, but they have said that that 24% isn't going to rise in the next tax year. That's what they've said, but they've also said that they may have to go, I think, further and faster, or something like that. So who knows?
Dr James:question on. In the example you just said, where let's say the business sells for half a million no, less, actually better, better. Where let's say the business sells for half a million no, let's actually better example, let's say you incorporate and the business owes you a million, right, and then only a proportion. You know, like there's a huge amount of goodwill there, right? So basically they owe you for the goodwill right. What's to stop you saying and there's got to be some sort of caveat here. You can't just say they owe me 10 million or something along those lines. Do you know what I mean? It's going to be market rate, right, something like that, right, yeah, okay, that's actually I've never thought of that before, but that is actually really interesting where they will owe you money for the goodwill Right, and, yeah, you can use that to your benefit to draw money out of the business. Well, quasi, as you say, as a quality salary.
Dr James:There was one thing I was going to ask on that. But you know that. You know that paper profit that you've made right, cause it is, it's a, because it's a non-paper profit, isn't it? Yes, it is. When is the tax? When do you pay your 25% on that? Do you have to come up with that soon, like in the next tax year.
Johnny:Yeah, and this is the thing where mostly the timing doesn't matter on these things. But on that sort of situation there is an issue with the timing. For example, if we and we're working with a number of companies at the moment, doing any corporations or individuals doing incorporations, we are going to let those incorporations fall after the 5th of April, fall after the 5th of April. So that means the capital gains tax at 24% would be payable in, not in January 2026 for January 2027. So we've actually got a lot of months to generate the funds to pay the tax or show that the company is doing well and go to the bank and say this is what we need. Most banks will listen to this because they're specialist guys, because they know this, they know the story here, they know what's going on. They know obviously the story here. They know what's going on, that they know obviously that the business, because it's going to end up paying less tax overall, it makes it a stronger business. It makes it a stronger lending proposal. So they will look at this. So the only downside is you do pay the tax up front, but you pay a lot less. And I don't know about you, James, and we've said this before none of us feels any more British for paying any more tax. So if there's a way, if there's a way that we can do this but this is again another example of legitimate tax sheltering, where we're moving tax to somebody else who pays less tax or to a different type of tax.
Johnny:Or the other way of looking at tax sheltering with a limited company is basically defer the tax payment on it. So if you've, if you created a limited company, put the money into the, you know the company generated the profits. As we say, if you take them all out, you're going to pay pretty much the same tax or more If you leave them in and this is about the surplus that you leave in until a time when you can take them out at a different time. Now there are some examples as to when that might be. For example, some people will form the limit company, take out what they need, leave the rest in, pay only the 25% on it, but then that builds up over maybe five, 10 years when they come to retire. Then they can take that money out by way of dividends and so on. They may not be into 40% tax, so the dividend rate that's applied may well be less because we're at a different time and, in a nutshell, this is one of the beautiful things that can make a limited company make sense.
Dr James:It gives you more discretion on that front.
Johnny:Yeah, the choice. You've got the choice. James, you're absolutely right. Got the choice as to when you pay the tax from that. We've also got a number of clients. You and I will both have a number of clients who are not their resident in the UK, but they're maybe not domiciled in the UK and they may well be here for a while and then going back to their own particular country of domicile in the fullness of time. That country of domicile may well have a lower tax rate than we have in the UK.
Johnny:So again, it's one of those things where you hold on to the money and release it to yourself at some time down the track. There used to be I say I was a few years ago and I don't think it's necessarily the case now but there used to be a lot of people who would move to Singapore for a little while and have a very extended holiday in Singapore, at which point they would on their way to somewhere else and take the money out then, because the tax rates were very favorable as an income taxpayer in Singapore. So there are other. There are, and we live in a global world these days. This also applies if you build the money up and put the company into liquidation because sooner or later, the company will either be sold or it needs to be killed. There is a third option which we might touch on a little bit later. So it may, it'll have to be killed.
Johnny:Now, if the company was had money in it which was not an excessive amount, so the company was still a trading company as opposed to an investment company, and the company was put into a voluntary liquidation, not a forced liquidation Then the rules are that you can take that money out under the capital gains rules and that entrepreneur, entrepreneurs relief or the business asset disposal relief or whatever other name the current government is going to generate for it, because these things change and there's always something behind it, but the name always changes that that, entrepreneurially, that lower tax rate applies when you put the company into liquidation and take it out. So until recently it was last year, it was 10. From this next year, 2025, it's 14. But um, at least you get your money out and it's in your hands. You put it in a suitcase and run away with it.
Dr James:You know what? It's fascinating because I think limit, the whole limited company soul, sole trader debate is one of those things. The more you know, the less clean cut it gets, and that's certainly the impression that I obtain every single time we talk about this stuff and we bring it up. What you've given us is really useful because it's a set of considerations for each party, considerations in terms of pros and considerations in terms of cons, and you know what? We can potentially touch upon that stuff, some of that stuff again later in the podcast. What would be really interesting? These are the things that you've talked about just then. These are considerations that have been, to a greater or lesser degree, true to time. Right, you know they've been around for a while. They'll be involved in the conversation, I guess what would be really interesting? Referencing back to the title of this title of this podcast, just to bring this into the contemporaneous era what has changed in the year 2025 that we need to know?
Johnny:There are some things have changed some things.
Johnny:There is a feeling they are going to change, so I'll try and wrap everything together. When income tax rates were at this level and capital gains tax rates were at this level, there was quite a big. You could see the benefit. Now they're just a little bit closer together so the benefit is quite a lot less than there was before, but there is still a benefit in the circumstances. Once again, if you are taking all your money out of the company, if you need your money to come out of the company, say for a mortgage, or that you're using it for something else, walk away from the company. All you're doing is just throwing money away. You're paying more tax and more fees than you absolutely have to. It's all about the surplus and being able to route the surplus to somebody else or any surplus in the business. Keep it in the business, keep it within the corporate environment. That squeeze between complex race and capital gains race, certainly for the next four years and maybe ongoing, isn't going to get wider again. If anything. That is going to squeeze even more where the with a government at the moment is starting to treat capital gains in the same way as they treat income tax. They're not seeing a difference between the two. One is related to an entrepreneur creating something and the other is to do with earnings, but we're not always seeing the difference between the two. On some of the examples I've given you about and the tax on incorporation, you can see where they're coming from. That because, just because you're creating a capital gain, you're not actually being an entrepreneur at that point. All you're doing is using the tax laws as they are to create gains at lower rates rather than income at higher rates. So I can see where these things are and I can see some changes in the legislation over the next four years coming to try and block some of the usage of the tax legislation. But the tax law is as the tax law is. We work with it as it is. If the shoe is on the other foot, then the taxman will come in and want his pound of flesh. So we work with it as we see it and there are things still to do, but that is a change that I see in 2025, some of the anti-avoidance legislation tweaking and not allowing certain things to happen. Anything else that's going to happen on the limited company process, probably not.
Johnny:There are things to do with pensions. One of the things, one of the ways that people sometimes take money from a company in due course is to put it into pensions. Again, that's a good idea. Again, that's a good idea. There was talk that putting money into pensions Would start to attract national insurance, which is not a good idea, because that then makes the benefit of having a pension, putting money into a pension, into your own pension, not really worthwhile, because you might as well just take a salary and you've got the money. So we watch that with a certain amount of interest.
Johnny:At the end we don't really know what's going to happen. I think maybe some of the things that happened in the last budget I don't think they'll ever be changed, I don't think we'll roll back from what some of the changes that were introduced in the last budget but I think that there may in time, be a certain clarification, as they call it, which amounts to a certain rowing back on certain things. But then again there may well be other things that come into play, like tax or national insurance on company pensions. So we've got to watch this space. We don't know what's going to happen just right now.
Dr James:I think one of the other things that I've really realized that is super pertinent when it comes to the whole sole trader and limited company debate is it's so important to crystallize your goals to be able to navigate from there like it's not just something you just do from a sort of short-term perspective, like, hey, I'm going to save x amount this year in my tax bill. It can actually have ramifications like five, six years down the line. So I know that's such a how can I say it? It's like a trite thing to say almost that people throw around.
Johnny:It's like know what you want to achieve, but it is worth saying again because it really is the first thing that you'll need to know in order to decide what works for you James, you are so right on this and you that sort of thing you cannot say often enough um, the planning and the exit is absolutely crucial, and I know we have the things that you set goals and so on, and that's great, but actually you can't tell what's gonna happen in your life, and that is also true.
Dr James:But it doesn't stop you trying and having some short-term goals which are relatively straightforward, and longer-term goals which might be a bit vaguer, but at least they are goals, at least they are objectives you know what, and we'd love to be able to come on this podcast and just and say something along the lines of in this situation, be a sole trader and in this situation, be a limited company.
Johnny:But it's really not like that at all and every practice is different I mean one of the things you mentioned about, uh, about having a goal on this. Some people do and they will have the tax saving, the immediate tax saving goal. That's their goal. Others um will start thinking, well, I'm going to build this money up in this corporate environment at 25% and that'll be there and I can buy a practice with it or buy another practice with it if they're a principal. And that's a good goal to have, because at least you've got something there that you are working towards. Something that we're seeing quite a lot is the company almost turning into an investment company, because if you've got a practice and it turns over a million pounds and if you've got surplus cash every year of let's say I'm making this up a hundred thousand um, after five years you've got half a million sitting in the bank. You don't need that amount of money to run the practice. That is pure surplus at the moment. If you drop dead surplus at the moment, if you drop dead, the company is a trading company and is so far outside the scope of inheritance tax. There may well come a time, as we've seen with other businesses, where that amount of money that was held in the balance sheet doesn't escape inheritance tax. So again, looking forward. That is something that we need to consider.
Johnny:What some people are doing is would say, right, well, can we use that company, and can I put not the dog in as a shareholder but the children for the sake of argument? And the answer is yes, you can. It's far better if you do it at the beginning for tax purposes, because nothing has any value. So there comes a point in time and we sell the sell the practice, and you've got a company which is already there that has a value, which has your children or family members in it, so you can start using that as inheritance tax planning as well. That's possible. What we are doing more on this and it's something I think we've you will be familiar with this is perhaps forming another company alongside.
Johnny:So you keep your trading company and your investment company separate and there are ways and means to move legitimately, to move money from one to the other you just need to avoid vat and things like that but to move from one to the other so the surplus in your trading company moves into the investment company and the investment company can become that family investment company and so when you come to sell the trading company, it doesn't have that much surplus cash in it, because the surplus cash is somewhere else and you can sell the company. You can sell the shares in the company to somebody else, or you don't have to sell the assets in the company. You have all your options open. But that structuring is a very crucial part of the family holding the wealth together, and it could well be.
Johnny:Then you take that surplus you never take that surplus out of the company, so you don't have to worry about paying any extra tax to do that. But that family company, that investment company, can route money to the family, to yourself, to the family, to the next generation. Then it can be part of your IHT planning and you've already put some of that wealth down the generations. Iht, don't forget, is 40%. It's a big rate of tax you know what?
Dr James:what you touched upon just there how you can move that money across to another company is probably a podcast for itself for another day. That we should definitely think about. One of those ways is you can have a holding company and you can. You can extract the dividends and put it up, but then the big downside that uh, well, it's, it's people don't often talk about as much as they should is if you've still got your lifetime alliance for your badr, right right, and your dental practice is not technically owned by you, it's owned by a holding company, you sell the dental practice, you don't get your BADR, and all that money goes up to the holding company. So you actually you're incorporated, but you pay more tax and you miss out on that opportunity. So there's all sorts of things to consider.
Johnny:You're absolutely right. So there's all sorts of things to consider. You're absolutely right, and I think there are substantive shareholders' reliefs that you can bring into play on this. But you're absolutely right the lifetime allowance, the BADR and so on, you want to preserve, if you possibly can, because doing that, the money is in your pocket. It's not in some company's pocket, because that holding company or whatever it might be, you can't go down to Sainsbury's and buy your groceries with it because it's not yours, it belongs to the company. Yeah, and there comes a point. Actually, it'd be nice to have the money in your pocket. Then you can put it to the next generation or do whatever you want as well.
Johnny:But it depends on what it is you're trying to achieve. We have clients, as you will have, that have already created a business, sold it, used up all their BADR, used up all their exemptions, their lifetime exemptions. There's nothing else left. So why not use the company to keep it in the corporate format until a point that they want to spend it? And if they want to spend it, if they want to buy something big, fine, you pay the tax on it at that point. But if you don't want to spend it and you do want to do something for the family or, for example, I don't know, buy a villa in Spain or something like that that you can rent out or something, then it's in the company to do it. There's that that you can rent out, or something, then you send the company to do it. There's very little that you can do in a company that you can't sorry, very little you can do as an individual that you can't do in a company.
Dr James:Johnny, loving the wisdom as ever. I actually think we could probably make like two, three podcasts out of this, and we should definitely. Let's get you back asap and do more content along the lines what we've done today on tax and how dentists can be efficient on that front and save themselves some money, if you were able I don't even know if this is possible, but I'm going to ask the question anyway if we were able to summarize the limited company versus sole trader debate into like two, three sentences of wisdom, like no X, no Y, and then do this, if we could do our best to do that. I know I haven't asked you an easy question there. Is that possible?
Johnny:It is possible and I will try. I think a limited company formatting with a limited company structure. There are benefits in there for a lot of people, but not for everyone. You've got to take some advice. Look at your circumstances and what you're trying to achieve. If you do that, then it can work. Thing is, if you don't look at it and you don't examine it, you'll never know.
Dr James:Love that. I'm so glad I asked that question If everybody liked the content that you heard here today on the Dentists Who Invest podcast. It is worth knowing that Johnny and I have multiple episodes together. There was one that we did fairly recently which covers tax and what it means from the point of view of somebody who wishes to purchase a dental practice. That is episode 332. You won't have to scroll too far back to find it.
