URGENT INSTRUCTIONS

Setting Up Tide & Curing the Breach

CONFIDENTIAL CLIENT MEMO
To: Philip Anthony Harrison
Entity: Los Romeros Limited (Company No. 06993349)

Philip, because Wincham negligently transferred the £265,000 proceeds of the Los Romeros property sale directly into your personal bank account, you are currently in breach of UK company law and exposed to a 33.75% "Director’s Loan" tax penalty.

To immediately fix this, you must open a corporate bank account in the name of Los Romeros Limited and move the exact amount of money into it. Because traditional high street banks take weeks to open business accounts, you must use Tide, the UK's leading digital business finance platform, which is exceptionally fast at approving non-trading Special Purpose Vehicles (SPVs).

Phase 1: Setting Up the Tide Corporate Account

Please gather these two items before starting:

Step-by-Step Instructions:

  1. Download the App: Open the App Store (on iPhone) or Google Play Store (on Android) and search for "Tide Business". Download and install the app.
  2. Start the Application: Open the app and tap "Open an Account".
  3. Personal Details: The app will ask for your personal phone number, email, and home address. Enter your normal contact details.
  4. Identity Check: The app will turn on your phone's camera. Place your Passport or Driving Licence in the frame and take a photo of it. Next, the app will ask you to record a short 5-second video of your face speaking a specific phrase that appears on the screen (this proves to the bank you are a real human).
  5. Company Details: The app will ask for your business details. Type exactly Los Romeros Limited. The app will automatically connect to Companies House and pull up your registration number (06993349). Confirm this is correct.
  6. Answering the AML (Anti-Money Laundering) Questions:
    • What does the business do? State exactly: "This is a Special Purpose Vehicle (SPV) / Holding Company. The company has just sold its sole property asset in Spain and is holding the cash reserves pending a formal Members' Voluntary Liquidation (MVL)."
    • Expected Turnover: State £0 going forward, but note that the company is currently holding approx £265,000 in capital from the asset sale.
  7. Submit and Wait: Tide will review the application. Tide is very used to property holding companies, so approval usually happens within 24 to 48 hours.

Phase 2: Moving the Money (Curing the Breach)

Once your Tide Business account is approved, they will give you a new Account Number and Sort Code for Los Romeros Limited in the app.

🚨 CRITICAL RULE: TRANSFER THE GROSS AMOUNT OR USE THE £25K DLA EXCEPTION

You might remember a figure of around £243,000 being discussed. That is the estimated final take-home cash you will personally keep months from now after the company pays UK Corporation Tax and you pay your personal Capital Gains Tax to extract it.

Wincham transferred the gross proceeds of the sale (minus Spanish taxes) to you, which was likely closer to £260,000+. If you arbitrarily keep a random chunk of it in your personal account, HMRC will instantly view it as an illegal, undocumented Director's Loan to you, resulting in a 33.75% tax penalty on the shortfall.

💡 THE £25,069 TAX-FREE REFUND OPTION

Because you have historically paid for company expenses out of your own pocket, the company officially owes you a debt of exactly £25,069 (a "credit balance" on your Director's Loan Account).

You can legally extract £25,069 right now, 100% tax-free. You do this by simply keeping exactly £25,069 of the Wincham deposit in your personal account, and transferring the rest to Tide.

  • Example: If Wincham deposited £265,000, you only transfer £239,931 into Tide.
  • CRITICAL REQUIREMENT: If you choose this option, you MUST instantly email your accountant and Insolvency Practitioner stating: "I have retained exactly £25,069 in my personal account to formally clear and repay the outstanding credit balance on my Director's Loan Account." If you do not create this paper trail, HMRC will penalize you.
⚠️ PREPARE FOR A SECURITY FREEZE & AML CHECKS

Because you are moving a massive sum of money into a brand-new account, your current personal bank's fraud team will temporarily block the transfer to make sure you aren't being scammed. Likewise, Tide might temporarily freeze the incoming money until you prove its source under Anti-Money Laundering (AML) laws.

You must prove the unbroken paper trail of the funds. Have the following ready on your phone or computer:

  • The Spanish Notary Deeds (Escritura) proving the sale of the asset for €315,000.
  • Wincham’s transfer receipt (Remittance Advice or Currency Exchange Note) showing exactly how those Euros became GBP.

What if you don't have the Wincham transfer receipt?
Do not panic. You can compile an alternative evidence bundle to prove the paper trail. If Tide stops the transfer, upload the Spanish Notary Deed (Escritura) along with a PDF of your personal bank statement showing the exact day the deposit arrived from Wincham. Send Tide this message:

"The funds are the proceeds of a corporate property sale in Spain. Attached is the Spanish Notary Deed proving Los Romeros Ltd sold the asset for €315,000. The funds were handled by a third party who erroneously deposited the exchanged GBP directly into my personal account on [Date] as shown on the attached bank statement. I am now transferring the exact capital into this proper corporate account to rectify their error pending a formal Members' Voluntary Liquidation."

Step-by-Step Transfer Instructions:

  1. Log into your Personal Bank: Open your current personal banking app or website and scroll back to the day the property funds arrived from Wincham (or the currency broker).
  2. Write Down the Exact Figure: Note down the absolute exact amount, down to the penny, that landed in your account. That is the figure you must move.
  3. Set up a New Payee: Add a new payee using the exact name Los Romeros Limited and input your new Tide Sort Code and Account Number.
  4. Send a Test Transfer First: Transfer exactly £1.00 to the Tide account.
  5. Verify: Check your Tide app to ensure the £1.00 arrived successfully.
  6. Transfer the Balance: Once the £1 is clear, go back to your personal bank and transfer the exact remaining balance. (Either the full gross amount you wrote down minus £1, OR the gross amount minus your £25,069 tax-free DLA refund minus £1).
  7. The Critical Reference Code: When making the transfer, you must set the payment reference exactly as:
    ERROR CORRECTION - CO FUNDS

    *(This proves to HMRC that you are reversing Wincham's mistake and repaying the accidental Director's Loan).*

Phase 3: Do Not Touch It Again

Once the full balance lands in the Tide account, the crisis is averted and the tax risk drops to zero.

Do not spend a single penny of this money, even for company expenses. Leave it frozen in the Tide account. In a few weeks, an Insolvency Practitioner will formally take legal control of that Tide account, pay the company's taxes, and legally distribute the final ~£243k back to your personal account.