03/09/2026
Repaying your Director’s Loan Account? Make sure it’s a real repayment.
An overdrawn Director’s Loan Account can create a significant tax charge for a close company under Section 455.
While repaying the loan can prevent or recover that charge, simply creating a transaction that looks like a repayment may not be enough.
A GAAR Advisory Panel case considered arrangements where a director owed his company around £1.77 million. A new company was created, shares were structured to have a claimed value of £2 million, and those shares were then transferred to the original company to clear the director’s loan account.
On paper, the loan had been repaid.
Economically, however, the director still had the cash originally extracted and remained effectively indebted within the wider company group.
The GAAR Advisory Panel considered the arrangements contrived and abnormal, concluding that they were not a reasonable course of action and were inconsistent with the purpose of the Section 455 rules.
The wider lesson is important for owner-managed businesses: clearing a Director’s Loan Account is not just an accounting exercise.
If you are approaching the nine-month deadline after your company’s year-end with an overdrawn loan account, consider your repayment options early. Dividends, salary or bonus, genuine cash repayment and transfers of assets can have very different tax consequences and arrangements designed purely to sidestep the Section 455 charge can attract HMRC scrutiny.