Katarina Poznic v The Commissioners for HMRC
Decision date: 9 September 2026
Neutral citation: [2026] UKFTT 1298 (TC)
Overall AI summary confidence: high
Short overview
This short overview is intended to summarise the case, issues and outcome so far as they are supported by the judgment.
AI confidence in this short overview: high
This appeal concerned whether 100 B shares sold by Ms Poznic carried at least 5% of StudioAnyo Architects Ltd's voting rights for the two years before disposal so as to qualify for Business Asset Disposal Relief. Companies House and the company statutory records consistently recorded the B shares as having no voting rights, and the appellant produced no minutes, resolutions or rectification of the register to rebut those entries. The First-tier Tribunal found the statutory records unrebutted, held the B shares did not confer voting rights exercisable at general meetings, and dismissed the appeal, upholding the closure notice and additional CGT of £46,260.
Ratio decidendi
This summary is intended to identify the ratio decidendi, meaning the legal reasons for deciding and the binding part of the decision.
AI confidence in this ratio decidendi summary: high
The tribunal treated entries in the register of members and Companies House filings as prima facie authoritative about class rights and held those entries must be rebutted by compelling documentary evidence or rectification; relevant voting rights for s 169(3)(b) TCGA are those exercisable at general meetings (not merely inter se class arrangements), and because the B shares had no such voting rights the company was not the appellant's "personal company" for BADR.
Obiter dicta
This summary is intended to identify obiter dicta, meaning observations made by the way that were not necessary to deciding the case and are not binding.
AI confidence in this obiter dicta summary: medium
The tribunal suggested that where the articles are silent, informal commercial practices or private agreements do not suffice to create voting rights at general meetings or to alter the effect of the statutory register without rectification or formal documentary evidence (minutes, written resolutions).