Investor presentation · 01
UK Residential Capital Deployment & Active SPV Governance
Clementson Capital Group structures UK residential property acquisitions for overseas investors and family offices from £500,000. Title sits in a ring-fenced asset SPV (Company A). An active UK trading and property management company (Company B) leases and operates the portfolio, so the structure banks, reports and governs as a real business rather than a passive holding.
Clementson Capital Group · trading name of CoachFlo LTD (17052803) · Illustrative and for discussion only. Not legal, tax, financial or immigration advice, and not an offer.
Market entry · 02
Entry costs are known. Structure decides how you meet them.
UK residential property is a mature, transparent market. The taxes on overseas and corporate buyers are high, but fixed and published, so they can be planned around before an offer.
Higher rate surcharge
Added to each SDLT band when buying an additional dwelling. It was raised from 3% on 31 October 2024.
Non-resident surcharge
Applies to residential purchases in England and Northern Ireland by non-UK residents. A UK company controlled from overseas counts as non-resident.
Flat corporate rate
Charged on the whole price when a company buys a dwelling over £500,000, unless a relief applies, such as property rental business relief.
Companies holding dwellings above £500,000 can also face the Annual Tax on Enveloped Dwellings unless a relief is claimed. Rates shown are for England and Northern Ireland as at September 2026. Reliefs and alternatives are assessed by a Chartered Tax Adviser before any offer.
Illustrative and for discussion only. Not tax advice. Confirm current rates and your own position with a UK tax adviser.
The problem · 03
A passive holding is judged on its owner. An active business is judged on the business.
Clearing bank access
UK banks ask overseas-owned entities to show UK substance and activity. A holding with no trading, staff or premises struggles to show it, and accounts can be refused or restricted.
Lender appetite and LTV
Fewer lenders will lend to non-UK-resident owners and their companies. Loan-to-value is usually lower than for UK residents, and personal guarantees are common.
Rental cover tests
Lenders test rent against interest at stressed rates. Interest cover ratios of 125% to 145% are common, which limits borrowing on lower-yielding assets.
Valuation risk
Surveyors can value below the agreed price, especially on unmodernised or multi-unit stock. That cuts the loan at the point of completion.
General market observations. Lender criteria vary and change. Not financial advice.
The solution · 04
Two companies, two jobs, one master lease.
Asset SPV
- Holds legal title to the residential portfolio
- Carries the assets and investor capital on its balance sheet
- Ring-fenced from your other holdings and from operating risk
Active trading & property management company
- Leases the portfolio from Company A
- Manages tenants, maintenance, staff and UK payroll
- Holds the corporate banking and lettings compliance
A bank or lender assesses Company B as a trading business with a lease, tenants and payroll. It does not assess a passive holding.
Structure shown for illustration. The final design is confirmed with the client's solicitor and Chartered Tax Adviser.
Target assets · 05
Residential stock that suits an operating business.
Multi-unit freehold blocks
One freehold title holding several flats. Central management, one insurance and repair programme, and scope to improve the units over time.
HMO conversions
Houses converted for multiple occupation. They need licensing, fire safety compliance and planning checks, and more active management than a single let.
Regional assets
Cities and towns where rental yields have typically been higher than in London and entry prices lower. Demand follows local employment, so we check it asset by asset.
- Title, use, licensing, condition and rental history reviewed before any offer.
- Underwritten on current rent and current costs, not projected uplift.
- Target yields are set per asset. None is guaranteed.
Illustrative asset types. Not a recommendation of any property. Property values and rents can fall as well as rise.
Governance · 06
Title is kept apart from trading liabilities.
- Owns the freeholds and is the borrower or security provider
- No employees, no tenant contracts, minimal activity
- Insured as the property owner
- Employer, lessee and managing agent
- Carries tenancy, contractor and staff liabilities
- Holds licences, redress scheme membership and client money protection where needed
Governance controls
- Separate boards, minutes and bank accounts
- Arm's-length inter-company agreements
- PSC register and Companies House identity verification
- Filing and deadline calendar for both companies
- Quarterly asset and operating reports
- Annual review against the plan
Separation is a design principle, not a guarantee. Lenders may require guarantees, and courts look at substance as well as form.
Illustrative. Not legal advice. The structure is confirmed with the client's solicitor.
Worked example · 07
A £560,000 deployment, worked through.
A multi-unit freehold block bought for £1,000,000 with a 50% loan. Every figure is an illustrative assumption, not a forecast. Real assets are underwritten individually.
Assumptions
| Purchase price | £1,000,000 |
| Purchase costs (6%) | £60,000 |
| Loan (50% LTV, 6.0% interest only) | £500,000 |
| Investor equity deployed | £560,000 |
| Gross rent (8.5% of price) | £85,000 |
| Operating costs (30% of rent) | £25,500 |
Year-one result
| Net operating income | £59,500 |
| Loan interest | (£30,000) |
| Profit before tax | £29,500 |
| Corporation tax at 25% | (£7,375) |
| Profit after tax | £22,125 |
| Net initial yield on price | 5.95% |
| Interest cover | 198% |
| Return on equity, after tax | 3.95% |
Downside case
Rent 20% lower, operating costs unchanged
| Gross rent | £68,000 |
| Net operating income | £42,500 |
| Interest cover | 142% |
| Corporation tax at 25% | (£3,125) |
| Profit after tax | £9,375 |
| Return on equity, after tax | 1.67% |
Tax is modelled at the 25% main rate. The 19% small profits rate may apply, but associated companies share the limits, so it is not assumed. Interest is treated as fully deductible. No capital growth or refinancing is assumed. UK dividends carry no UK withholding tax; home-country tax on distributions depends on your position.
Illustrative model built on stated assumptions. Not a forecast, projection or offer. No return is guaranteed.
Process · 08
From first conversation to a managed portfolio.
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01
Intake
Day 1Submit the advisory intake form. A principal replies within two working days. Client due diligence starts.
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02
SPV formation
Weeks 1 to 3Company A and Company B are incorporated, tax registered and insured. Banking applications are lodged.
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03
Sourcing & conveyancing
Weeks 3 to 12Search, underwriting and offer. Solicitors you instruct exchange and complete. Company A takes title.
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04
Operational management
OngoingCompany B leases, lets and manages the portfolio, runs payroll and reports quarterly.
Timings are typical, not guaranteed, and depend on sellers, lenders, banks and solicitors.
Banking · 09
Bank first. Refinance from a position of evidence.
UK clearing bank account
- Evidence pack: source-of-funds narrative, company documents, business plan and UK substance.
- Introduction to bankers who will take the meeting.
- Company B applies as a trading business with a lease, premises and payroll.
- Enhanced due diligence is normal for overseas ownership. The bank decides.
Portfolio refinancing
- Acquire and stabilise: complete works, let units, build a rental record.
- Revalue. Many lenders require a minimum ownership period, often around six months, before a valuation-based remortgage.
- Refinance against the new value, subject to the lender's valuation, interest cover test and fees.
- Any equity released can be redeployed. It is not assumed.
Banking and lending decisions rest with the institutions. No account, loan or refinancing outcome is guaranteed.
Safeguards · 10
Regulated professionals act. We coordinate.
SRA-regulated solicitors
Conveyancing, title checks and the master lease. You instruct them directly, and completion funds pass through their client account, never ours.
Chartered Tax Advisers
Stamp duty position, corporation tax and coordination with your home-country adviser.
Regulated immigration solicitors
Any Home Office sponsor filing and all immigration advice. We build the trading footprint and the evidence. We do not advise on immigration, and no licence is guaranteed.
Our own controls
Client due diligence before engagement: identity, source of funds, sanctions and politically exposed person screening. We are not authorised or regulated by the FCA or PRA.
We do not provide legal, tax, financial, investment or immigration advice.
Illustrative scenario · 11
A cross-border family office.
A hypothetical scenario for illustration. It is not a client, a testimonial or a performance record.
Profile
A Dubai-based family office with £600,000 of liquid capital allocated to UK residential income. It wants a UK operating base as well as an asset.
How the structure serves it
Company A, held by the family office's holding company, owns the block. Company B runs it under a master lease, so UK banks and lenders see a business.
What the family office prepares
Source-of-funds evidence from UAE bank statements and audited accounts, ownership documents and a UAE tax adviser's view on how the UK company is held.
What third parties do
A UK solicitor handles the purchase. A Chartered Tax Adviser confirms the stamp duty position. Any sponsor filing goes to a regulated immigration solicitor.
Hypothetical and illustrative. Not a recommendation, not advice, and not an offer.
Next steps · 12
Start with the advisory intake.
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01
Submit the intake form
Tell us where the capital starts, the amount and the objective. The minimum deployment is £500,000.
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02
Principal review
A principal reviews it and replies within two working days. If the mandate is not a fit, we say so.
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03
Due diligence and engagement
Identity and source-of-funds checks are completed before any engagement or retainer.
Clementson Capital Group is a trading name of CoachFlo LTD, registered in England and Wales, No. 17052803. Nothing in this presentation constitutes legal, tax, financial, investment or immigration advice, or an offer, inducement or invitation to acquire any property or security. We do not provide immigration advice or services. Property values, rental income and returns may fall as well as rise, and no return, yield, financing outcome, banking approval, planning consent, sponsor licence or visa outcome is guaranteed. Figures marked illustrative rest on stated assumptions and are not forecasts. Take independent professional advice before entering into any transaction. Contact: contact@clementsoncapital.com.