Entity Setup
Entity Setup Considerations: Tax Adviser Sanctions & Avoidance Promoters Rules Strengthened
From 1 April 2026 new legislation gives HMRC extra powers and sanctions against tax advisers and promoters facilitating non-compliance, with broad implications when setting up entities.
By NomadicTax Research Team • 5-8 min read • April 11, 2026
## Context: Budget 2025-26 Measures
In Budget 2025 the UK government announced it will introduce **enhanced powers and sanctions to tackle tax advisers who facilitate non-compliance**, effective **from 1 April 2026**. Legislation will be included in the Finance Bill 2025-26. ([gov.uk](https://www.gov.uk/government/publications/budget-2025-document/budget-2025-html?utm_source=openai)) Promoters of marketed tax avoidance will also face new restrictions. ([gov.uk](https://www.gov.uk/government/publications/budget-2025-document/budget-2025-html?utm_source=openai))
## What This Means for Businesses & Entity Setups
If you're establishing or advising on entities—companies, LLPs, trusts—you’ll see the following effects:
### Who is in the crosshairs?
- **Tax advisers** who design, promote, or arrange avoidance or non-compliant structures. These could include lawyers, accountants, advisory firms.
- **Promoters of marketed tax avoidance** schemes will face stricter oversight, tougher sanctions.
### Sanctions & Liability Exposure
- Possible **criminal or civil action** against advisers who facilitate non-compliance. Might include fines, professional sanctions.
- New powers for HMRC to **challenge arrangements more aggressively**, demand disclosures, impose penalties more frequently.
- For clients: entities structured via advisers who promote or assist avoidance could face **retrospective adjustments**, higher taxes, interest, and possible penalties.
## Implications for Structuring & Entity Set-ups
- When forming a company, trust, or other entity, ensure all **tax advice comes from reputable, aligned advisors**, and document advice properly.
- Avoid arrangements that rely on marketed avoidance promotions. If it looks aggressive or heavily reliant on loopholes, risks increase.
- Use conservative interpretation of favourable labeling: e.g., “efficient tax planning” vs “avoidance”. Ensure substance, documentation, and compliance with law.
## Example: Setting up a Trust Structure
Suppose you wish to set up a trust holding multiple assets overseas. Under the new rules:
- If tax advisers promote structures that are partly artificial (e.g., trust distributions manipulated), they risk being sanctioned.
- Distributions or gains arising via such trusts will now be scrutinised under residence-based and arising basis tax regimes (FIG).
- Trustee or named adviser must ensure structure aligns with new non-dom rules and FIG law—mistakes can mean unexpected tax and sanctions.
## Action Plan for Entity Setup Professionals
1. **Due diligence on advisers and promoters**: Check their track record, credentials, whether advice is documented.
2. **Substance over form**: Entities must have real business purpose, transparent management.
3. **Keep up to date with legislation**: Finance Bill 2025-26 will contain details—review draft legislation when published.
4. **Review existing structures**: Particularly those formed under older rules—see if any arrangements can be restructured before 1 April 2026 to reduce exposure.
## Summary
The rules around adviser misconduct and promoter-facilitated avoidance are being tightened from 1 April 2026. For anyone setting up entities, this means playing it safe: use trusted advice, ensure substance, steer clear of aggressive tax avoidance promotions. This change raises both the stakes and the bar for compliance and responsible structuring.