Deed of Appointment - Life Interest Trust

A Will incorporates a flexible life interest trust with usual overriding powers for the trustees. The trust converts to a discretionary trust after the death of the life tenant (surviving spouse).

The trustees wish to exercise their overriding powers by appointing shares owned by the deceased directly to the children (such that it never passes into the Trust) in order to make use of the children’s CGT allowances on the sale of the shares.

The residue has not yet been ascertained.

Am I right in assuming:

  1. The trustees have the power to do this.

  2. For IHT purposes, the appointment is regarded as a PET by the surviving spouse and does not use the deceased’s nil rate band.

  3. For CGT purposes, the children acquire the shares at death value and the appointment is not a disposal by the trust/trustees. (https://www.gov.uk/hmrc-internal-manuals/capital-gains-manual/cg31430)

The main point to note is that the Appointment is being completed prior to the shares being formally appropriated into Trust (and even before the Grant has been obtained).

You seem to be minded to ignore the trust but no can do! I take it that the shares are intended as a specific gift in the Will to be held on the trust you describe. The executors’ task is to assent the shares to the trustees (who may be themselves) and to transfer title. You do not say whether the shares are listed or not and if BPR is relevant. If the executors have to sell the shares in administering the estate the trustees may end up with nothing or compensation if the sale proceeds are not all required for that purpose.

In trust law until that issue is resolved the trustees have only a thing in action, namely the right to have the estate duly administered. For IHT, s.91 IHTA deems residue to have been ascertained at the date of death but does not apply to specific gifts. However the general law of succession, which must therefore apply, operates a doctrine of relation back so if the specifically gifted asset is eventually transferred to the legatee (here the trustees) in due course ownership is backdated to the date of death; the same logically would apply if the trustees only receive money in lieu of the asset because it has been sold.

The trustees therefore can only exercise their powers over the thing in action until they become legal owners of the shares or money. I understand the general view is that trustee powers can be exercised during this interregnum unless the trust provides to the contrary. The trust is completely constituted by virtue of their owning the thing in action. Note that s.142(6) explicitly states this as regards variations and is thought to merely to reflect the general law.

You do not mention the possibility of a variation, perhaps because it would be out of time or difficulty in obtaining consents as the remainder is a DT. S.144 also has a time limit and sometimes the restriction that there should be no initial QIIP can be overcome by a disclaimer of it under S.93. That section has no time limit as long as no benefit has been received but must take place in time for the s.144 appointment to take place in time. That provision has no consent requirements, though the trust itself may.

If the trustees wish to appoint out the thing in action to the children, presumably eligible beneficiaries of the DT, the IPDI will end and the LT will make a PET if the appointment is outright. Care is needed if the children are minors to exclude s.31 TA 1925. The valuation will be an intriguing exercise as it is not strictly legitimate to use the value of the asset the children ultimately receive. However HMRC might accept that if it suits the taxpayer too. Arguably there should be a discount for uncertainty!

BPR should be preserved under ss.108 or 109 although a thing in action might be accused of not being business property!

It is strongly arguable that for CGT the children do acquire as legatees at date of death OMV. This is because the initially only have a thing in action, despite that having been appointed by trustees. If the appointment takes place some time after death by which point OMV has increased HMRC might argue that the increase in value is a gain to the trustees who received initially as legatees. That would be right if the asset itself was the subject of the trustee appointment but it surely cannot be right if the trustees specifically appoint a thing in action.

Jack Harper

Many “modern” wills under which a flexible life interest or discretionary trust is created include provision for powers of appointment to be exercised by either the executors or the trustees during the administration of the estate.

In the case in question, if the executors have the power of appointment it would be preferable for them to exercise it, rather than the trustees. The tax consequences will be as “assumed”.

Whilst I agree with Jack that until an asset is appropriated to the trustees they have only a chose in action and no right to any particular asset, it seems this is frequently overlooked/ignored in practice, and accepted by HMRC without demure.

Many variations are made gifting, say, the family home, or a share in it, before any appropriation (or the ascertainment of residue) which are routinely accepted by HMRC – I am not aware of any such variation being challenged on the basis Jack identifies, even if the original beneficiary may have regretted their action and sought for the variation to be set aside. I suspect that most practitioners would not wish to see a successful action along such lines, as it would cast doubt on the validity of many existing (or proposed) variations.

Paul Saunders FCIB TEP

Independent Trust Consultant

Providing support and advice to fellow professionals

Ihsan pointedly did not mention a s.142 variation. I brought it up myself because s.142(6) deals with the very issue he raised.

What can be read into that subsection? At the very least that the draftsman and those instructing him anticipated that there might otherwise be a problem, which would have an impact on the short time limit as it runs from the date of death. It is not extended, as such limits often are, to run alternatively from the date the PRs first begin to act. This is gratifying as a relatively rare occasion of such anticipatory vision being incorporated into a statute.

Despite my inveterate lampooning of the shadowy personages mentioned above, I do not accuse them of stupidity only of normally reckless unconcern for the consequences of their decisions. I suggest that there was a worry on their part that if they did not deal with the point the matter would have been at the very least uncertain, leading to controversy and litigation. And I applaud them for not leaving the point to HMRC’s legislating by proclamation with only JR as a remedy.

S.142 creates a fiction for IHT purposes (mirrored by s.62(9) TCGA for CGT). This, like other deeming provisions, have to operate in the real world. It is for example possible to vary the destination of an asset which has in fact already been sold by the original legatee. The real world consequences including those for IHT and CGT of that actual disposal are unaffected by the reading back under s.142. True to form HMRC ignore the real world when it does not suit them: IHTM35042 (variation of the interest of a deceased life tenant), crying out for a Court challenge.

The real world includes the general law. I do not agree that any lawyer could prudently rely on this being “overlooked/ignored in practice” and his insurers might be unimpressed if he did. Anyway I suspect that HMRC only “accept” such practice under s.142 because subsection (6) directs them to. Paul does not seem to challenge the chose in action doctrine in principle and who in Ihsan’s position is going to rely just on HMRC not raising the issue if it suits them?

I said that I suspect that the real world property law analysis is that the trust is completely constituted by reason of the thing in action accruing to the trustees on the date of death. And if the settled property is a specific gift the doctrine of relation back will apply to treat the trustees’ past actions in regard to the chose as if in regard to the asset, if but only if the executors do not sell it when any money in lieu can be substituted.

The trust instrument may authorise their action but if it does not the trustees have to fall back on the law. As ever here we have no sight of the trust provisions. Interpretation is always key. Often trustees are given all the (administrative) powers of a beneficial owner but the wording matters. Para 4.2 of the STEP standard is one such but the used of “disposition” is gratuitously confusing, hopefully qualified by the heading “Management”.

The fundamental question is whether the trustees’ action would be void, potentially disastrous if not diagnosed for some time (though less so if never!); or merely voidable. I regret in the absence of precedent I can only guess.

For IHT if the trustees are ultimately entitled to a specific asset then they have power to appoint the chose in action immediately after death and it will at general law carry with it the asset in kind or money substitute. Unless the trust instrument prohibits. So a PET by the LT
on the value of the chose but likely HMRC will accept no more than the asset’s value at death. It would be open to them to argue that the valuation at a later date when the asset is in fact no longer required for administration.

For CGT useful insights into HMRC practice are at CG31900C on non-retrospective variations. It is clear that HMRC do not overlook the chose in action point. Plainly the chose was not owned by the deceased even if the asset to which it ultimately grants ownership was so owned. The difference here is the diversion of the chose and eventually the asset (where the asset is still in law vested in the PRs) to a trust beneficiary is not effected by a variation but by the positive action of the trustees. HMRC are engaged about how far the acquisition cost will be OMV at death. CG31949 applies CG3280 where a trust is bypassed (“deleted” say HMRC!) and there is a rather complicated combination of a transfer by the PRs and assignment by the trustees. This results in some gain or loss by the PRs. Logically this effect will be minimised the nearer to the date of death the appointment is made because there will be little change in value.

The analysis here is plainly non-statutory and in its complexity is as speculative as much of the theology of Aquinas or his equivalent in other faiths. But it is also clear that HMRC have indeed given thought to the matter so it would be wrong to assume it has been overlooked or accepted that the appointee will take the asset at OMV at the date of death. HMRC could themselves argue that the relation back doctrine vests the asset in the trustees retrospectively or accept the taxpayer so arguing if it was favourable.

Where the trust is over residue the issue is even more obscure. The argument, that for CGT the asset must be regarded as passing through the trustees hands so they take as legatees and the beneficiary appointee does not, is much less cogent especially if the interval before ascertainment is long and the change in value since death of the appropriated assets is substantial. The general law does not operate a doctrine of relation back to a residuary gift so there is no retrospective vesting of ownership; it cannot pass until appropriation or, at the earliest, prior ascertainment of reside in fact.

For IHT however I would still strongly argue that the chargeable amount under s.52 IHTA and so the TOV of the PET is the value of what the trustees appoint on the date they appoint it.

However in the appointment document the trustees can only appoint the chose if that is all they have at the time (with undertakings for such further assurance as to the actual assets as may be within their power).

Jack Harper

Hi Ishan – this sounds like a Kessler style will. “The Trustees” are defined to mean ‘my executors or the trustees for the time being’. We do these early appointments all the time by executors. I agree with your view that for IHT they are PETs and for CGT the appointees acquire at death value. Some precedent deeds of appointment include in the recitals two statements – first that the appointors appoint as the deceased’s executors and secondly that the appointment is during the administration period.

I see no problems with your proposed course of action.

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Many apologies Ihsan. I didn’t realise it was all so very straightforward.

Jack Harper

Hi Ishan – not sure if this is overkill. It is just the mechanics. Sometimes there are many different securities and many beneficiaries and sometimes appointments in separate tax years. There are, of course, some gains and some losses and all need to be considered by reference to the CGT positions and exemptions available to the various beneficiaries and the estate.

Dividing multiple quantities of multiple securities between multiple beneficiaries can lead to errors. We use an Excel table to identify the quantity of each specific security to each specific beneficiary using the ‘intersection’ method. The quantity of each specific security appointed to each specific beneficiary being in the cell at the intersection of the row for the security and the column for the beneficiary. Addition of the quantities for each security appointed can then easily be checked in the spreadsheet. Also the value of each security at death can be easily compared with the value at the date of appointment to facilitate calculations of loss or gain.

The deed of appointment is a Word document. When it all adds up correctly we cut and paste the Excel spreadsheet into the deed of appointment in Word as a Schedule.