Alphabet Share Structure

In an alphabet share structure, each shareholder has a different class of share. For example, one shareholder may have A ordinary shares, another B ordinary shares, another C ordinary shares, and so on. 

The benefit of an alphabet share structure is that it provides the flexibility to tailor dividends to take account of the shareholder’s personal circumstances. Under company law, dividends must be paid in proportion to shareholdings. Having an alphabet share structure overcomes this restriction and is popular in family companies.

Utilising the dividend allowance

One advantage of an alphabet share structure is that it allows dividends to be paid to a shareholder who may work outside the family company but who has not fully used their dividend allowance for the tax year. The available dividend allowances can be utilised to increase the profits that can be extracted tax-free.

However, the dividend allowance is being reduced, curtailing the opportunities to extract tax-free profits in this manner. The dividend allowance was set at £2,000 for 2022/23. It is now reduced to £1,000 for 2023/24 and to £500 for 2024/25. 

In a family company with four shareholders, it was possible to extract £8,000 of profit tax-free by using the shareholders’ dividend allowance in 2022/23. By 2024/25, it will only be possible to extract £2,000 of profit tax-free in this way.

Using lower tax bands

Although the reduction in the dividend allowance reduces the potential to extract profit free of further tax, having an alphabet share structure in place may still be beneficial if the shareholders have different marginal rates of tax, allowing dividends to be tailored so that they are taxed at the lowest possible rate. 

For 2023/24 dividends are taxed at 8.75% where they fall in the basic rate band, at 33.75% where they fall in the higher rate band and at 39.35% where they fall in the additional rate band.  

Example

John, Tom, and Seema are shareholders in ABC Ltd. John has 100 A ordinary shares, Tom has 100 B ordinary shares and Seema has 100 C ordinary shares.

For 2023/24 the company has profits of £45,000 that they wish to extract. John has another job and is an additional rate taxpayer. Tom has an income from property of £35,270 a year and Seema has an income of £20,270 from her part-time job. They all have their dividend allowance available.

To minimise the tax payable, the company declares a dividend of £10 per share for A ordinary shares, a dividend of £150 per share for B ordinary shares and a dividend of £290 per share for C ordinary shares.

John receives a dividend of £1,000. This is sheltered by his dividend allowance and is tax-free. 

Tom receives a dividend of £15,000 of which £1,000 is sheltered by her dividend allowance and is tax-free. The remaining £14,000 is taxable at the dividend ordinary rate of 8.75% (a tax bill of £1,225), which uses up her remaining basic rate band.

Seema receives a dividend of £29,000 of which £1,000 is sheltered by her dividend allowance and received tax-free. The remaining £28,000 falls within her basic rate band and is taxed at 8.75% (a tax bill of £2,450).

The total tax bill is £3,675. Had each taxpayer received a dividend of £15,000, the total tax bill would have been £7,959. John would pay tax on £14,000 of his dividend at 39.35% and Tom and Seema would each pay tax at 8.75% on £14,000 of their dividend. The remaining £1,000 of each dividend would be sheltered by the dividend allowance. 

By having an alphabet share structure, they can tailor the dividends to reduce the total tax bill by £4,284.