buying a company registered boat

[squadron]

if i want to buy a boat which is owned by a company ,do i assume that i am actually buying the company and not the boat ? the boat is just an asset of the company?. also how would you know if any money has been secured against this asset or any other debts accrude by this company?. what if i dont want ownership of this company but would like to just have private ownership . what are the problems ???.

thanks guys in advance .
david

 

[Bajansailor]

I think you mean in the sense that the boat itself is perhaps the only asset of the company?

There are lots of companies (eg Sunsail) who sell off boats fairly regularly - if you buy a boat from them in (say) England (as a pal of mine did last year) you are just buying the boat, and the Vendor has to charge VAT (or at least they did in my pal's transaction, as the boat was sold to a private individual, and not to another company).

I suppose that if another company buys the boat, then they have to pay the VAT, but can then subsequently re-claim it - and come the time when they want to sell it, they then have to charge VAT on the new selling price?

 

[Piers]

Some questions for you,

1) If it's a British Isles company, reality will be easier to trace
2) The company audited accounts may show any debt
3) If the boat is to be sold (and not the company), has the person selling it the right so to do?

For one, I would not buy the company, just the asset. VAT and debts will be the issues.

 

[gravygraham]

Look up the boat in the Part I Register - it'll supposedly feature here if there's a marine mortgage on it. Has the VAT been paid?

 

[jfm]

Seriously, the fact you're asking means you need help on this. Consider getting a solicitor

1. Don't "assume" anything
2. Unless you really know what you're doing, buy the asset from the company and do not buy the shares in the company.
3. Tell us if it is a UK company, and its name and reg number
4. If it is a UK company secured debts should be recorded at companies house and also in the accounts but of course only at the date of the accounts. Many on here have online companies house access so can give more info if you identify the company
5. Even if buying the asset from the company you must estbalish that the human you're dealing with has power to sell the company's asset ie it is not ultra vires him or the company. You will have limited legal redress if you don't do your due diligence in checking this
6. Get some personal guarantees (as to corporate power and ownership) in the contract
7. There are no extra VAT complications just becuase it is a company. Much mention of VAT on here is a bit red herring in the sense that little changes merely by virtue of the fact a company not a human is selling you the boat
8. Tell us more!
9. I own all my boats in companies. I wouldn't do it any other way. When selling I give the buyer a full protection package, ie a personal guarantee from me that they will get good title to the boat unencumbered etc. That is the fair way to do it. If seller resists, run away fast. The point of owning a boat through a company is nothing to do with escaping your fair-play responsibilities to the buyer when you come to sell the boat, so sellers should do this willingly

 

[Me_has_a_Boat]

1. Don't "assume" anything

+1

What you want to do is avoid buying someone else's company troubles - the odds are that the Company simply owns the boat and has done SFA else. But not all debts will be secured / easily identifiable (and the shares themselves can be pledged to others - which may not appear in the company's own records) - a guarantee from the Vendor that all is (only) as stated at date of company sale (i.e. Company owns the boat and has zero liabilities - and if something does turn up out of the woodwork that the Vendor is liable) is (IMO) essential) ........but that only has value if the Vendor has the cash to stand behind the guarantee and you can force him to. And you can't indemnify yourself against any aggro - even if all does turn out ok moneywise.

If OP would normally go for own name registration (and can use the vessels existing registration without the company - i.e. both UK based using the UK boat register) then I would go for a straightforward sale from company to self (make sure whether you are buying with VAT paid or not!)....and let the Vendor sort the Company out (if no problems with the company will be easy for them to wind up)......not to say that buying inside a company is automatically a no no, but perhaps fits into the category of: "if you need to ask..........".

 

[Jim@sea]

Pay £6 to Companies House to download the Ltd Co's Balance Sheet.
Find out who the Company Secretary is and ring him and ask questions about the sale of the Boat.
Find out if when the boat was bought, did they claim the VAT back, and if so is the price they are charging you including their "Output Vat"
Ask for a copy of the original invoice and see if the original purchaser is one and the same.
I once bought a car for £44000. I found out it was on finance. I paid £40,000 to Lombard North Central and £4000 to the Company which was selling the car.
I think they hoped that I would pay them the £44K, then go bump. with me having bought a Car with outstanding finance.
Certainly if I was buying a boat which belonged to a Ltd.Co, you need Professional Assistance.

 

[squadron]

thanks

thanks to everyone who responded

1, the boat is spanish registered (if it were uk i would not have any concerns)

2, there is no 4% duty payable because it is company owned .

3, although the boat is company registered , the owner is the only person who charters her.

4 , the broker said that the owner will sign a facture? dont know what this means ...anyone have any ideas ?

5, its vat paid

of course i have asked for clarification of all the points raised by all of you and will let you know what is said in responce to them

i understand that a solicitor will be required if everything goes ahead , its just at the moment its all new and quite difficult to get my head arround everything that has to be done to purchase a boat.

many thanks for all your thoughts and concerns , i learn something new every day , by 2050AD i will probably have enough knowledge to do it with confidece myself haha .
many thanks
david

 

[squadron]

update

well the broker is very quick , he has outlined the exact prceedures to be followed , in the end i am protected because there is a document called a ..hoja de asiento ..which confirms that no debts or finance are attached to the boat , the good thing is i get this before i hand over any deposit...i feel much better now ...also i am buying the boat not the company..

 

[Imperial One]

A Factuer is almost certainly an Invoice which would be receipted by the owner to show he has billed and been paid for the boat.

 

[squadron]

A Factuer is almost certainly an Invoice which would be receipted by the owner to show he has billed and been paid for the boat.

thanks for that

david

 

[Tranona]

well the broker is very quick , he has outlined the exact prceedures to be followed , in the end i am protected because there is a document called a ..hoja de asiento ..which confirms that no debts or finance are attached to the boat , the good thing is i get this before i hand over any deposit...i feel much better now ...also i am buying the boat not the company..

You would get that with a normal Bill of Sale, but that does not remove the need to carry out your own due diligence. If a boat is on the Part 1 Register in the UK a mortgage would normally be registered, so you would get confirmation from the registrar that it has been cleared. I had the same thing when I bought my boat in Greece. It originally had a secured loan registered against. I have confirmation from the register that it is clear, plus a letter from the bank saying it no longer held any charge over the boat.

You would need to carry out all these checks on a private purchase as well, but buying from an individual means the individual is responsible if he lies about any unregistered charges, for example, whereas action against a company may be more difficult.

 

[jfm]

i am protected because there is a document

Be very careful. Facts protect you; documents don't
If it has been chartered in spain you should have a big siren in your head screaming "matriculation tax"
Really, tread very carefully here. Dont pay a penny of deposit till you're sure. Plenty of folks in Spain are feeling the pinch right now

 

[EME]

A Factuer is almost certainly an Invoice which would be receipted by the owner to show he has billed and been paid for the boat.

.. or even a facture ,,, which suggests tread carefully

 

[squadron]

Be very careful. Facts protect you; documents don't
If it has been chartered in spain you should have a big siren in your head screaming "matriculation tax"
Really, tread very carefully here. Dont pay a penny of deposit till you're sure. Plenty of folks in Spain are feeling the pinch right now

i think the matriculation tax only applies to residents of spain, i am not wanting to be resident and would never want to become , so shouldnt be a problem .

thanks
david

 

[squadron]

.. or even a facture ,,, which suggests tread carefully

no a facture is just a bill of sale , i definately want one of those .

thanks
david

 

[Hurricane]

i think the matriculation tax only applies to residents of spain, i am not wanting to be resident and would never want to become , so shouldnt be a problem .

thanks
david

WRONG - Matriculation Tax
You are partially correct but you do need to do your research on this one.

I'm going to be very brief - I'm not qualified in this area - but there is good advice within these forums.

Essentially, non Spanish boats are exempt from Mat tax.
However, if you have a commercially registered (i.e. not a privately registered) boat the Spanish will take it that you are running a business (chartering) and in order to do this they would want the boat to be Spanish registered. Before you can register a boat in Spain it would need to be Matriculated which involves approx a 12% tax on its value. Also be aware that if the boat was originally VAT unpaid this will become due as well.

There is yet another thing to watch - the 183 day rule.
If you spend more than 183 days a year in Spain, the Spanish would want yo to be tax resident in Spain and that would mean transferring any Spanish assets (boats) into Spain again triggering Mat tax.

This might all be very frightening so maybe I could suggest the following if you want to keep a boat in Spain.

Make sure that any boat you buy has had VAT paid on it. If you are buying from a company (and it sounds like you are) then VAT would need to be accounted (and paid) against the sale to you.
Then register the boat "for private use" on the British Ships Register (Part 1) - only a couple of hundred quid although some simply do it on the SSR (the UK Small Ships Register)
Then, if challenged, you would be just like the rest of us - private users with a VAT paid boat.

So to recap the key thing for Spain is - VAT paid and Privately registered

I hope that helps

 

[jfm]

i think the matriculation tax only applies to residents of spain, i am not wanting to be resident and would never want to become , so shouldnt be a problem .

thanks
david

Absolutely wrong. It applies to Spanish residents, and to non Spanish residents who have permanent establishment in Spain. "PE" i a geeky tax law term, sorry, but a charter boat whose guests join the boat in Spanish waters is a PE under Spanish law. Therefore matriculation tax applies. Deleted User on this forum, a UK resident, was assessed and had his boat impounded till he paid. You need to be very careful indeed here

Edit, oops I see Hurricane has already said this, sorry

 

[squadron]

WRONG - Matriculation Tax
You are partially correct but you do need to do your research on this one.

I'm going to be very brief - I'm not qualified in this area - but there is good advice within these forums.

Essentially, non Spanish boats are exempt from Mat tax.
However, if you have a commercially registered (i.e. not a privately registered) boat the Spanish will take it that you are running a business (chartering) and in order to do this they would want the boat to be Spanish registered. Before you can register a boat in Spain it would need to be Matriculated which involves approx a 12% tax on its value. Also be aware that if the boat was originally VAT unpaid this will become due as well.

There is yet another thing to watch - the 183 day rule.
If you spend more than 183 days a year in Spain, the Spanish would want yo to be tax resident in Spain and that would mean transferring any Spanish assets (boats) into Spain again triggering Mat tax.

This might all be very frightening so maybe I could suggest the following if you want to keep a boat in Spain.

Make sure that any boat you buy has had VAT paid on it. If you are buying from a company (and it sounds like you are) then VAT would need to be accounted (and paid) against the sale to you.
Then register the boat "for private use" on the British Ships Register (Part 1) - only a couple of hundred quid although some simply do it on the SSR (the UK Small Ships Register)
Then, if challenged, you would be just like the rest of us - private users with a VAT paid boat.

So to recap the key thing for Spain is - VAT paid and Privately registered

I hope that helps

thanks , i dont want to charter the boat so privately registered is what i was thinking . the boat is vat paid so no problems there .

is it better to re register in the uk and have the red ensign? can i do that if i dont live in the uk , i am british and have a company in the uk but no residential address as i live in taiwan . what do you need to register in the uk?

many thanks
david


oh forgot to say thank you for the contact details , Dennis will go and see the boat this week.

 

[squadron]

Absolutely wrong. It applies to Spanish residents, and to non Spanish residents who have permanent establishment in Spain. "PE" i a geeky tax law term, sorry, but a charter boat whose guests join the boat in Spanish waters is a PE under Spanish law. Therefore matriculation tax applies. Deleted User on this forum, a UK resident, was assessed and had his boat impounded till he paid. You need to be very careful indeed here

Edit, oops I see Hurricane has already said this, sorry

thats ok ,i appreciate your advice , my other option would be to buy ex vat as an export , i could do this then have a temporary access into the eu , no vat to pay sort of makes more sense as i am not eu resident for tax . but is it that simple ??

many thanks
david