📋 Quick Summary

  • Client: “David”, 59 — owner-director of a regional manufacturing business
  • Pension: Small Self-Administered Scheme (SSAS) — three members, £680,000 pot (his share: £410,000)
  • Query: Winding up the SSAS on business sale and consolidating into personal pension
  • Outcome: SSAS partially wound up; David’s share transferred to SIPP; loan repaid; commercial property sold to SSAS first, then to buyer — saving £65,000 in CGT
  • Key lesson: SSAS wind-up on business sale is complex and tax-sensitive — specialist advice is essential

Small Self-Administered Schemes (SSAS) are powerful tools for owner-managed businesses — but when a business changes hands, the pension question becomes surprisingly complicated. This hypothetical case study explores how “David”, a 59-year-old owner-director, navigated the wind-up of his company SSAS following a management buyout.

Background: David’s Situation

David had built a specialist components manufacturing business in the East Midlands over 27 years. As he approached 60, a management buyout opportunity arose — two senior managers wanted to acquire the business for £2.4 million.

David had been a SSAS member for 19 years. The scheme had three members: David (70% shareholding), his wife Sarah (20%), and the company’s finance director (10%). Total SSAS assets: approximately £680,000. David’s attributable share: around £410,000.

The SSAS held two main assets: a diversified investment portfolio (~£480,000) and an outstanding member loan to the company of £200,000 (5-year loan at 1% above base rate, HMRC-compliant).

📋 What is a SSAS? A Small Self-Administered Scheme is an occupational pension scheme set up by a company for senior employees and directors. Unlike SIPPs, a SSAS can lend money to the sponsoring employer (up to 50% of assets, subject to HMRC conditions) and hold employer shares (up to 5% of fund). Commonly used by owner-managed businesses for tax-efficient retirement planning and business financing flexibility.

The Three Complications

1. The Outstanding Member Loan

The £200,000 loan from the SSAS to the company needed to be repaid before or at completion — the new owners were not going to maintain the SSAS relationship. This was factored into deal terms.

2. The Other Two Members

Once David sold his shares, the sponsoring employer criteria would no longer be met. The SSAS would need to be wound up. Sarah (56) and the FD (48) both needed their benefits transferred to individual arrangements.

3. The Planning Opportunity

David personally owned the factory the business operated from and rented it to the company. His adviser identified that if the SSAS purchased the factory before the business sale — which SSAS rules permit at arm’s length market value — the capital gain would fall inside the pension wrapper, sheltered from CGT.

The factory was valued at £340,000. David’s base cost was approximately £68,000 (purchased 1996), giving a gain of ~£272,000 and a CGT liability of approximately £65,000 at 24%. Inside the pension: zero CGT.

📋 Key Point: A SSAS can purchase commercial property from connected parties (including directors and shareholders) at arm’s length market value. The property then sits inside the pension wrapper, free from income tax on rental income and CGT on growth. This is one of the most powerful features of a SSAS for business owners.

The Transfer Decision

David’s adviser recommended a SIPP transfer for his £410,000 (plus the factory proceeds now also inside the SSAS). Key reasons:

  • Full pension freedoms flexibility — drawdown and lump sum access
  • Independence from any ongoing business relationship
  • Lump Sum Allowance of £268,275 fully available (no previous tax-free cash taken)
  • Not drawing benefits in the year of the business sale — high marginal rate risk from the £2.4m proceeds

Sarah transferred to her own SIPP. The FD transferred to the new management team’s workplace pension scheme.

Financial Outcome

Item Without Planning With SSAS Planning
Factory sale proceeds £340,000 (personal) £340,000 (to SSAS)
CGT on factory gain −£65,280 £0 (inside pension)
David’s SIPP pot £410,000 £750,000
Estimated CGT saving ~£65,000

This is a hypothetical illustration. Individual outcomes depend on personal circumstances, transaction structure, HMRC interpretation and timing. Always seek specialist advice.

The Timeline

SSAS wind-up took approximately seven months: loan repayment structured into deal terms → SSAS purchases factory → business sale completes → factory sold to acquirers as part of deal → investment portfolio liquidated → all three members transfer to individual arrangements → SSAS formally wound up and deregistered with HMRC.

5 Key Lessons for Business Owners with a SSAS

  1. Plan early. SSAS wind-up takes six to twelve months. Raise the pension question at the earliest possible opportunity — not at heads of terms stage.
  2. Check for connected-party property opportunities. If your business occupies property you own personally, the SSAS may be able to purchase it before a sale — moving the gain into a tax-sheltered environment.
  3. Address the member loan early. Outstanding loans from the SSAS to the company must be repaid before wind-up. Factor this into deal structuring from day one.
  4. Consider all members. A SSAS affects every member. Younger members not yet ready for benefits need their rights protected through appropriate individual arrangements.
  5. Get specialist advice. A SSAS wind-up on business sale involves FCA-regulated pension advice, HMRC-governed administration, and complex property and corporate law. A general IFA is unlikely to have sufficient specialist knowledge across all dimensions.

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© 2024 The Pension Transfer Specialist Arthur Browns Wealth Management are Authorised & Regulated by the Financial Conduct Authority – Number 825843.

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