Corporate Taxation and Dividend Tax

Corporate Taxation and Dividend Tax (2024/25)

Corporate and personal tax planning often collide when shareholders withdraw profits from their company. I’ve seen this scenario repeatedly in practice — a profitable small business, often a consultancy, retailer, contractor, or family-run enterprise. They reach the year-end, the accountant prepares the corporation tax computation, and then the conversation inevitably shifts: “Should I take more salary or more dividends? How much tax will this actually cost me?”

Understanding the interaction between corporation tax and dividend tax is essential for business owners if they want to avoid unnecessary tax leakage. The rules for 2024/25 haven’t become simpler. Marginal relief calculations, associated company rules, reduced dividend allowances, and tapered thresholds all play a significant role in determining the most tax-efficient approach.

Below, I break down these areas with the same depth and clarity I use when advising clients in real practice.

Corporate Tax in 2024/25 — How Companies Are Taxed Before Dividends Enter the Picture

The UK now operates a tiered corporation tax system, which reintroduced small profits rates and marginal relief. This has made planning more nuanced, particularly for businesses with fluctuating profits or multiple associated companies.

Main Rates and Thresholds for 2024/25

Here’s where the UK stands for this tax year:

 

 

























Profit Band (2024/25) Corporation Tax Rate Notes
£0 – £50,000 19% Small profit rate
£50,001 – £250,000 26.5% Effective marginal rate (via marginal relief)
Over £250,000 25% Main corporation tax rate

These thresholds must be divided across “associated companies”, a concept that routinely catches clients out. For example, if you run three connected companies, the £50,000 and £250,000 limits reduce to £16,667 and £83,333 per company, respectively.

Associated Companies — the Practical Impact

In real life, associated company rules affect many business owners more than they expect.
A common situation I see:

You own a trading company. Your spouse owns a property company. You also own a dormant company that hasn’t traded in 10 years. HMRC counts them all as associated companies if they’re under common control — even if one is dormant. That single rule can push your trading company from 19% into the higher marginal rate territory.

Realistic Scenario — Calculating Corporate Tax

Assume:



      • A single trading company




 



      • 2024/25 profits = £120,000




 



      • No associated companies




 

The tax calculation:



      • First £50,000 at 19% = £9,500




 



      • Remaining £70,000 taxed at effective marginal rate 26.5% = £18,550




 



      • Total corporation tax = £28,050




 

This leaves £91,950 of post-tax profits potentially available for dividends.

But what looks like a straightforward number often becomes problematic when the shareholder considers their own personal tax position.

How Corporate Tax Interacts With Dividend Tax

Dividends are paid from post-corporation-tax profits. So a shareholder’s ultimate tax burden depends not only on their personal dividend tax rate but also on the underlying corporate tax already charged.

A common misconception among business owners is that dividends are “tax-free inside the company”. They’re not. They are simply not an expense. So the company pays corporation tax first, and the shareholder pays dividend tax afterwards.

This creates a two-layer tax system, and the real cost depends on the combination of both layers.

Dividend Tax Rates and Allowances for 2024/25

The 2024/25 tax year has the following dividend tax rates:

 

 





















Personal Tax Band Dividend Tax Rate (2024/25)
Basic-rate band 8.75%
Higher-rate band 33.75%
Additional-rate 39.35%

Dividend Allowance Reduced Again

The annual dividend allowance was cut to just £500 for 2024/25 (down from £1,000 the year before).
Every shareholder, whether a director-shareholder or an arm’s-length investor, gets this £500 allowance.

For most working shareholders, this allowance is used up immediately.

Personal Allowance and Salary-Dividend Combinations

The personal allowance for 2024/25 remains £12,570, though it is tapered away once income exceeds £100,000 (lost at £125,140).

In practice, many owner-managers pay themselves:



      • A salary around the Secondary Threshold for NIC (£9,100 in 2024/25), to access National Insurance crediting without paying substantial NIC




 



      • Dividends for the rest of the income they draw




 

This blend remains tax-efficient, but the dividend allowance reduction means slightly more tax overall than in prior years.

Scenario: A Director Taking Dividends from the £120,000 Profit Company

Continuing from the earlier corporate tax example, assume:



      • The director takes a salary of £9,100




 



      • They withdraw the entire £91,950 as dividends




 



      • No other income




 

Step 1: Personal Allowance Covers Salary
Salary of £9,100 is fully covered by the personal allowance.

Step 2: The First £500 of dividends is tax-free

Remaining taxable dividends:
£91,950 – £500 = £91,450

Step 3: Tax bands for 2024/25



      • Basic rate band = £37,700
        After deducting the salary, the basic-rate portion available for dividends =
        £37,700 – £0 = £37,700




 

So, dividend tax is:



      • £37,700 at 8.75% = £3,298




 



      • Remaining £53,750 at 33.75% = £18,116




 

Total dividend tax = £21,414

Total tax on profits drawn:



      • £28,050 corporation tax




 



      • £21,414 dividend tax
        = £49,464 total tax
        Effective tax rate on the extraction: 41.2%




 

This often surprises clients who assumed dividends would be “low tax.”
The 41.2% combined burden is still better than taking the same amount as full salary, but the gap is narrower than it used to be.

Why Understanding the Interaction Matters

What tends to trip up business owners is that they look at each tax separately:



      • Corporation tax — a company problem




 



      • Dividend tax — a personal problem




 

But in reality, every pound of profit is taxed twice before it reaches the shareholder’s hands.

This is where strategic planning becomes crucial:



      • Should you leave profit in the company?




 



      • Should you pay dividends now or later?




 



      • Should you take a higher salary to reduce corporation tax?




 



      • Should you make pension contributions instead of dividends?




 



      • Are family members available for tax-efficient shareholding?




 

These questions require understanding both tax layers simultaneously, not in isolation.

Pension Contributions vs Dividends — A Frequent Client Dilemma

Pension contributions have become one of the strongest tools for tax planning in the current environment.
A pension contribution:



      • Reduces corporation tax




 



      • Avoids dividend tax




 



      • Uses employer contributions, which don’t attract NIC




 

For a higher-rate taxpayer, the combined tax savings can be substantial.

Example: £20,000 of Company Profit

Option 1: Pay as a dividend



      • Company pays corp tax (assume 25% for a simplified example) = £5,000




 



      • Dividend available = £15,000




 



      • Higher-rate dividend tax = £5,062




 



      • Total tax = £10,062
        Net received personally = £9,938




 

Option 2: Pay as an employer pension contribution



      • £20,000 goes straight into the pension




 



      • Corporation tax saving (25%) = £5,000




 



      • Personal tax = £0 (no dividend taken)




 

Net into pension = £20,000
Tax saving versus dividend = enormous.

This is why seasoned advisers always weigh dividends against pension planning, not just salary comparisons.

Family Share Structures — A Legitimate Way to Reduce Dividend Tax

One of the most effective, long-standing approaches in UK tax planning involves having family members hold shares so dividends can be distributed across multiple personal allowances, basic-rate bands, and dividend allowances.

Despite common rumours, HMRC does not prohibit this. What they challenge is artificial arrangements where someone is given shares but has no real economic interest. When structured properly, family share planning is both legal and tax-efficient.

Example: Adding a Spouse as a Shareholder

Assume the business generates post-tax profits of £90,000 available for dividends.

If one spouse takes all dividends, they quickly hit a higher-rate tax.

If ownership is split 50/50:



      • Each spouse uses their personal allowance




 



      • Each uses their dividend allowance




 



      • Each uses their basic-rate band




 



      • Dividends stay in the lower brackets longer, reducing the combined tax bill




 

Scenario — Married Couple, Shared Shareholding

Company profit available for dividends: £90,000
Two spouses each receive: £45,000

Using 2024/25 rules:



      • First £12,570 covered by personal allowance




 



      • £500 dividend allowance




 



      • £31,930 at 8.75%
        Tax on each spouse = around £2,795




 

Combined tax = £5,590

Compare this to one spouse taking the entire £90,000, which would yield a combined dividend tax bill of over £19,000.

In real practice, this difference often surprises clients — and it’s one of the cleanest, safest strategies available.

Retaining Profits in the Company — When It Makes More Sense Not to Withdraw

Not every business owner needs to extract every pound of profit. Many are planning expansion, preparing for investment, holding cash for stock, or building reserves.

Retained earnings:



      • Do not trigger dividend tax




 



      • Benefit from corporation tax only




 



      • Can be reinvested into the business, generating tax-deductible expenses




 



      • Improve the company’s balance sheet, which helps with lending




 

For companies taxed mostly at 19%, retaining profits can be extremely efficient.

Scenario: Growing Company Retains £80,000 Instead of Paying Dividends

Profit after tax retained: £80,000
If paid as dividends to a higher-rate shareholder, dividend tax would be approx £26,000+.

By retaining the funds:



      • The full £80,000 is reinvestable




 



      • No personal tax is triggered




 



      • The owner can time future dividends when circumstances allow (e.g., retirement, years with lower income)




 

This type of timing strategy is one of the core levers for long-term tax optimisation.

Company Loans to Directors — Useful but Dangerous Without Care

Director’s loans can be helpful in the short term, but they are one of the most misunderstood areas of small business taxation. I regularly see clients surprised by the downstream effects.

If a director withdraws more than is owed to them, the loan becomes a “director’s loan account” (DLA).
If the balance is not repaid within 9 months of the year-end, the company pays a tax charge called the Section 455 tax at 33.75% of the outstanding loan.

Section 455 tax is repayable — but only once the loan is fully cleared.

Many clients mistakenly view director loans as a replacement for dividends or salary. They are not. They are short-term cash-flow tools with strict conditions.

Example — Director Withdraws £30,000 without Declaring a Dividend

If the loan is not repaid within the required timeframe:



      • Company pays Section 455 tax = £10,125




 



      • Personal tax is still due when the loan is written off or treated as a dividend




 



      • Potential benefit-in-kind interest charges may arise




 

This is almost always more expensive than paying a dividend correctly in the first place.

I frequently advise clients to treat director loans as a temporary measure only, and not a profit extraction method.

Using a Holding Company — Professional-Level Planning

More sophisticated clients sometimes benefit from creating a group structure by placing a holding company above their trading company. The aim is usually to:



      • Receive dividends from the trading company tax-free under the distribution exemption




 



      • Reinvest funds into new ventures




 



      • Protect cash from trading risk




 



      • Enable business sales with more flexibility




 



      • Set up family inheritance planning




 

This is not a structure for every small business, but for clients generating substantial profits, it can create a tax-efficient “corporate wallet” that grows without triggering dividend tax until the owner personally needs funds.

Scenario — Trading Co Pays £200,000 Dividend to Holding Co

Because of the exempt distribution rules:



      • 0% tax on the dividend into the holding company




 



      • Funds can then be invested into assets, property, or new projects




 



      • The owner avoids personal dividend tax until extraction




 

This gives significantly more compounding potential compared to drawing profits each year.

Share Buybacks, Alphabet Shares, and Growth Shares — Planning for the Long Term

While dividends are the most common method of extracting profits, they are not the only option.
For more complex situations — such as multi-director businesses, succession planning, or incentivising key employees — alternative share structures come into play.

Alphabet Shares

Separate share classes (e.g., A shares, B shares) allow different shareholders to receive different levels of dividends.
This is common in:



      • Family businesses




 



      • Employee incentive arrangements




 



      • Husband-and-wife businesses with uneven income needs




 

HMRC accepts alphabet shares when used for genuine commercial reasons.

Growth Shares

Used often in tech and high-growth businesses.
These shares only accumulate value above a certain hurdle, allowing tax-efficient alignment of rewards with company performance.

Share Buybacks

In certain circumstances, a company can repurchase its own shares from a shareholder, and the payment can be treated as capital rather than a dividend.
When qualifying for capital treatment:



      • The shareholder pays Capital Gains Tax (CGT) instead of dividend tax




 



      • CGT rates can be significantly lower (especially if Business Asset Disposal Relief applies at 10%)




 

This is a powerful tool for retirement planning or exits.

Common HMRC Challenges — What I See Most Often

HMRC’s reviews have become sharper in the last three years.
The areas they question most in corporate/dividend cases include:



      1. Unclear Director’s Loan Accounts




 

HMRC checks for:



      • Overdrawn balances




 



      • Missing minutes




 



      • Reclassified loans




 



      • Undeclared benefits in kind




 

Clean records prevent problems.



      1. Spousal Dividend Planning Without Evidence of Real Ownership




 

HMRC expects:



      • Proper share certificates




 



      • Entries in the register of members




 



      • Updated confirmation statements




 

Anything that looks “artificial” risks a challenge.



      1. Dividends Without Adequate Profits




 

Dividends must be paid from distributable reserves.
Paying dividends illegally can trigger personal tax issues and repayment demands.



      1. Missing Minutes for Dividend Declarations




 

It’s a legal requirement, and HMRC takes this seriously.
Minutes and vouchers should always be produced.



      1. Confusion About Marginal Relief and Associated Companies




 

Incorrect corporation tax calculations are increasingly common since the 2023/24 rule changes.

Avoiding these pitfalls saves clients from painful HMRC enquiries.

Bringing It All Together — Tailoring a Strategy That Actually Works

Every owner-managed business sits in one of a few typical life stages:



      1. Start-up / early years – Low salary, minimal dividends, careful NIC planning




 



      1. Growth phase – Higher profits, family share planning becomes relevant




 



      1. Established / high profit – Pension contributions, holding companies, reinvestment




 



      1. Pre-exit – Share buybacks, capital treatment, CGT planning




 



      1. Retirement – Low-level dividends from retained profits, state pension interaction




 

Because tax impacts change at each stage, there is no one-size-fits-all approach.
The art — and the value of an experienced adviser — is knowing which strategy suits the business today, and which to prepare for in five or ten years.

Typical planning combinations for 2024/25 include:



      • Low salary (£9,100 or £12,570 depending on NIC strategy) + dividends




 



      • Employer pension contributions instead of dividends




 



      • Spousal shares to multiply allowances




 



      • Retaining profits in the company for investment




 



      • Timing dividends across multiple tax years




 



      • Avoiding high-level income that erodes personal allowance




 



      • Using a holding company to shield and reinvest profits




 



      • Ensuring the director’s loan accounts remain clean and temporary




 



      • Preparing for capital-based extraction at retirement or exit




 

Clients who implement even two or three of these strategies correctly often save many thousands in tax each year.

Final Note (Not a Conclusion)

The 2024/25 landscape demands a more thoughtful approach than ever before. Corporate tax has become steeper and more graduated, while dividend tax continues to rise. But with careful structuring, legal planning, and forward-thinking, business owners can still achieve tax-efficient outcomes that respect HMRC rules while protecting their wealth.

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