Corporate developers

My client has formed a limited company to buy a commercial property that will be converted into flats and sold at the conclusion of the project. The company will comprise four individual shareholders who will share profits equally at the end of the project.

Two shareholders have asked that their share of the profits be paid via an invoice from their limited companies that deal with their other trading activities. Agreements will be made to confirm this arrangement. My queries are as follows.

Would a dividend waiver be appropriate here so that two of the shareholders will still receive a dividend but not the two whose profit share is in effect being paid to their limited companies?

Would the payments to the limited companies be subject to VAT or outside its scope? I am guessing they would not be subject to VAT because the basis of valuation is the...