I have a buy-to-let property company and want to wind up the company. I have been selling off the properties within the company recently, and all but one of the properties have been sold, which I want to personally retain. So there will be a distribution of the funds and a distribution in specie of the remaining property. Am I correct in that due to the ‘anti-phoenixing’ legislation, for the capital distribution to be subject to capital gains tax rather than income tax, I could not let out this property for at least two years after the winding up, as it would be participating in the same trade? 

 

If you look here you can see that there are four conditions required for these rules to be applied. Condition D says that it is reasonable to assume that one of the main purposes for winding up the company is to avoid or reduce the income tax bill. If you look here you can see a standard letter that HMRC send out. It seems to me that your situation is similar to Examples 1 and 3 there, and Condition D is not fulfilled.