A comprehensive dual-AI synthesis for Philip Anthony Harrison and Los Romeros Limited (Company No. 06993349)
Following the €315,000 sale of the Lanzarote villa (completed 20 March 2026), Los Romeros Limited is now a cash-rich, solvent shell company. The funds belong to the company — not to Philip personally. Every pound withdrawn other than through a formal Members’ Voluntary Liquidation (MVL) will trigger punitive tax at up to 39.35% or criminal liability.
Estimated saving vs. informal dividend: over £50,000.
An MVL is the legally correct mechanism for winding up a solvent UK limited company and distributing its remaining assets to shareholders. It is governed by the Insolvency Act 1986 and must be administered by a licensed Insolvency Practitioner (IP).
| Requirement | Detail |
|---|---|
| Company must be solvent | All debts payable in full within 12 months |
| Shareholder vote | Special Resolution — 75% majority by value of shares |
| Licensed IP required | Must be regulated by ICAEW, IPA, or ICAS |
| Gazette advertisement | Published within 14 days of winding-up resolution |
| HMRC clearance | Required before final distribution to shareholders |
| Rate | When It Applies |
|---|---|
| 18% | Basic rate taxpayer (gains + income below ∼£50,270) |
| 24% | Higher / additional rate taxpayer |
| £3,000 | Annual CGT exempt amount — Philip can apply this once per tax year |
| Obligation | Detail | Status |
|---|---|---|
| Modelo 211 (3% retention) | €9,450 withheld by buyer’s notary at completion | ✓ Done |
| Modelo 210 (Final CGT) | Non-resident CGT return — file within 4 months of sale | &⚠ Deadline ∼20 Jul 2026 |
| Plusvalía Municipal | Local land increment tax — Tías Ayuntamiento | Should be settled at completion |
| Item | Amount |
|---|---|
| Gross disposal price | €315,000 |
| Less: Acquisition cost base (2010 Aumento de Capital) | €231,164.73 + costs |
| Less: Capital improvements + sale costs | TBC by gestoria |
| Estimated taxable gain | ∼€83,835 |
| Spanish CGT @ 19% IRNR | ∼€15,929 |
| Less: 3% retention already paid (Modelo 211) | (€9,450) |
| Estimated balance due to AEAT | ∼€6,479 |
As a UK-registered company, Los Romeros must declare the disposal for UK Corporation Tax. Under the UK-Spain Double Taxation Agreement, the Spanish tax paid is claimed as a credit (FTCR) against the UK CT liability — preventing the same gain being taxed twice. A specialist cross-border CTA must handle this. If FTCR is not correctly applied, Philip could pay tax twice on the same gain.
A comprehensive forensic review of the Wincham client portal (Cases WI-13211 and WI-25863), Companies House records, and Spanish property deeds has revealed severe systemic irregularities that must be addressed concurrently with the MVL.
The Letter of Engagement for the 2026 property sale was between Los Romeros Limited and Wincham Spanish Services SL for £6,000 (Spanish jurisdiction). However, Mark Roach directed Philip to pay the total £9,726 (including a £3,600 document fee) to Wincham International Limited (a UK entity) via their Clearbank Tide Account. No UK contract was ever provided.
Tax consequence: Because this was paid to a UK entity in GBP, the Spanish tax authority (AEAT) will not allow these costs to be deducted from the Spanish CGT bill.
The property was acquired by the original owners in 2006 for €175,000. When it was transferred into Los Romeros Limited in 2010 by Wincham, the notarial valuation was inflated to €231,164.73. This artificially high book value was likely used to manipulate the company's balance sheet.
Independent market comparisons show the services Wincham provided for the 2026 sale should have cost £2,678–£4,553. Wincham charged £10,003.63 — representing an unjustified markup of up to 258% above fair market value.
In 2014, Mark Roach publicly claimed Wincham was regulated by the Financial Conduct Authority (FCA). Live FCA register searches (April 2026) confirm Wincham has never been authorised by the FCA. This constitutes a potential criminal offence under s.19 FSMA 2000.
The Harrisons inherited a DLA when they purchased the company in 2019. It is critical that the £25,069 is repaid tax-free during the MVL distribution phase. The appointed Insolvency Practitioner must formally reconcile this against the closing balance sheet to ensure Philip does not pay CGT on his own capital return.
| Risk | Severity | Action Required |
|---|---|---|
| Modelo 210 deadline missed (20 Jul 2026) | Critical | Engage Spanish gestoria NOW |
| Funds withdrawn informally before MVL | Critical | Zero exceptions — MVL route only |
| Wincham/Adrem residual bank access | Critical | Revoke all mandates in writing immediately |
| DS01 strike-off used instead of MVL | High | Refuse any DS01 advice — Bona Vacantia risk |
| FTCR not correctly calculated | High | Appoint cross-border CTA urgently |
| Phantom FX gain unquantified | Medium-High | CTA to calculate using historical spot rates |
| Historic annual Modelo 210 returns not filed (2020–25) | Medium-High | Spanish gestoria AEAT compliance check |
| BADR incorrectly claimed | Medium | CTA to confirm it does NOT apply |
| IP not independent of Wincham | Medium | Self-instruct via Gov.UK register only |
| Beryl Harrison director removal — unauthorised | Medium | Confirm intent — reinstate via AP01 if needed |
| UK IHT on repatriated funds | Notable | Engage STEP-qualified Private Client Solicitor |
| TAAR anti-avoidance rule | Does Not Apply | Philip is retired — no phoenix scenario |
| Role | Purpose | Find Them |
|---|---|---|
| Licensed UK Insolvency Practitioner | MVL execution — legally required | gov.uk register · R3.org.uk |
| UK-Spain Dual CTA | Cross-border CGT, FTCR, CT600, phantom FX | Blevins Franks · Del Canto Chambers · tax.org.uk |
| Spanish Gestoria (Lanzarote) | Modelo 210 filing, AEAT compliance check | Colegio de Gestores de Las Palmas |
| STEP Private Client Solicitor | UK Will, IHT planning, trusts post-MVL | step.org/find-a-member |
| FX Specialist Broker | EUR→GBP conversion optimisation | Currencies Direct · Moneycorp · OFX |