Search Legislation

Corporation Tax Act 2009

Changes to legislation:

There are outstanding changes not yet made by the legislation.gov.uk editorial team to Corporation Tax Act 2009. Any changes that have already been made by the team appear in the content and are referenced with annotations. Help about Changes to Legislation

Close

Changes to Legislation

Revised legislation carried on this site may not be fully up to date. Changes and effects are recorded by our editorial team in lists which can be found in the ‘Changes to Legislation’ area. Where those effects have yet to be applied to the text of the legislation by the editorial team they are also listed alongside the legislation in the affected provisions. Use the ‘more’ link to open the changes and effects relevant to the provision you are viewing.

View outstanding changes

Changes and effects yet to be applied to Part 5 Chapter 12:

  • S 1217N(3) modified by 2010 c. 4 s. 357UI (as inserted) by 2015 c. 21 s. 1

Changes and effects yet to be applied to the whole Act associated Parts and Chapters:

Whole provisions yet to be inserted into this Act (including any effects on those provisions):

Chapter 12U.K.Special rules for particular kinds of securities

Modifications etc. (not altering text)

C5Pt. 5 modified (with effect in accordance with s. 148 of the amending Act) by Finance Act 2012 (c. 14), s. 88(1)(2)(7) (with s. 147, Sch. 17)

C7Pt. 5 modified (with effect in accordance with reg. 1(2)(3) of the amending S.I.) by The Taxation of Regulatory Capital Securities Regulations 2013 (S.I. 2013/3209), regs. 1(1), 11(3)-(6)

IntroductionU.K.

398Overview of ChapterU.K.

(1)This Chapter sets out rules relating to the holding of particular kinds of securities.

(2)In particular, see—

[F1(a)sections 399 to 400C (index-linked gilt-edged securities),

(aa)sections 401 to 405 (other gilt-edged securities),]

(b)sections 406 to 412 (deeply discounted securities: connected companies and close companies),

(c)sections 413 and 414 (funding bonds),

(d)sections 415 to 419 (derivatives), and

(e)section 420 (assumptions where options etc apply).

(3)For other special rules about deeply discounted securities, see section 385 (company partners' shares where firm owns deeply discounted securities).

Textual Amendments

F1S. 398(2)(a)(aa) substituted for s. 398(2)(a) (with effect in accordance with Sch. 14 para. 8 of the amending Act) by Finance Act 2010 (c. 13), Sch. 14 para. 2 (with Sch. 14 para. 9)

[F2Index-linked gilt-edged securities]U.K.

Textual Amendments

F2S. 399 cross-heading substituted (with effect in accordance with Sch. 14 para. 8 of the amending Act) by Finance Act 2010 (c. 13), Sch. 14 para. 3 (with Sch. 14 para. 9)

399 [F3Basic rules] U.K.

(1)This section applies if a loan relationship is represented by an index-linked gilt-edged security.

(2)The amounts to be brought into account for the purposes of this Part are to be determined using fair value accounting.

[F4(3)For provision requiring adjustments to be made to amounts determined under subsection (2), see sections 400 to 400C (adjustments for changes in index).]

[F5(4)In this section and sections 400 to 400C—

  • index-linked gilt-edged securities” means any gilt-edged securities under which the amounts of the payments are determined wholly or partly by reference to an index of prices published by the Statistics Board;

  • relevant prices index”, in relation to an index-linked gilt-edged security, means the index of prices by reference to which the amounts of the payments under the security are wholly or partly determined.]

(5)For the meaning of “gilt-edged securities”, see section 476(1).

[F6(6)In the case of insurance companies, the application of sections 400 to 400C is subject to section 112 of FA 2012.]

Textual Amendments

F3S. 399 heading substituted (with effect in accordance with Sch. 14 para. 8 of the amending Act) by Finance Act 2010 (c. 13), Sch. 14 para. 4(2) (with Sch. 14 para. 9)

F4S. 399(3) substituted (with effect in accordance with Sch. 14 para. 8 of the amending Act) by Finance Act 2010 (c. 13), Sch. 14 para. 4(3) (with Sch. 14 para. 9)

F5S. 399(4) substituted (19.7.2011) (with effect in accordance with s. 60(4) of the amending Act) by Finance Act 2011 (c. 11), s. 60(1)

F6S. 399(6) inserted (17.7.2012) by Finance Act 2012 (c. 14), Sch. 16 para. 157

400 [F7Adjustments for changes in index] U.K.

(1)This section applies if—

(a)[F8an amount] to be brought into account for the purposes of this Part in respect of [F9an index-linked gilt-edged security] [F10falls] to be determined by reference to its value at two different times, and

(b)there is a change in the [F11relevant] prices index between the earlier and the later time.

(2)If that change is an increase, the carrying value of the security at the earlier time is increased by the same percentage as the percentage increase in the [F12relevant] prices index between those times.

[F13(2A)Subsection (2) is subject to sections 400A to 400C (relevant hedging schemes).]

(3)If that change is a reduction, the carrying value of the security at the earlier time is reduced by the same percentage as the percentage reduction in the [F14relevant] prices index between those times.

(4)The Treasury may, in relation to any description of index-linked gilt-edged securities, by order provide that—

(a)there are to be no adjustments under this section, or

(b)an adjustment specified in the order is to be made instead.

(5)An order under subsection (4)—

(a)may not apply to a security issued before the making of the order, but

(b)may make different provision for different descriptions of securities.

(6)The general rule is that the percentage increase or reduction in the [F15relevant] prices index is determined for the purposes of this section by reference to the difference between—

(a)the index for the month in which the earlier time falls, and

(b)the index for the month in which the later time falls.

(7)But if the earlier time falls at the beginning of an accounting period which begins with the first day of a month, the index for the previous month is used for the purposes of subsection (6)(a).

Textual Amendments

F7S. 400 heading substituted (with effect in accordance with Sch. 14 para. 8 of the amending Act) by Finance Act 2010 (c. 13), Sch. 14 para. 5(2) (with Sch. 14 para. 9)

F8Words in s. 400(1)(a) substituted (with effect in accordance with Sch. 14 para. 8 of the amending Act) by Finance Act 2010 (c. 13), Sch. 14 para. 5(3)(a) (with Sch. 14 para. 9)

F9Words in s. 400(1)(a) substituted (retrospective and with effect in accordance with art. 1(2) of the commencing S.I.) by Corporation Tax Act 2009 (Amendment) Order 2010 (S.I. 2010/614), arts. 1(1), 3(2)

F10Word in s. 400(1)(a) substituted (with effect in accordance with Sch. 14 para. 8 of the amending Act) by Finance Act 2010 (c. 13), Sch. 14 para. 5(3)(b) (with Sch. 14 para. 9)

F11Word in s. 400(1)(b) substituted (19.7.2011) (with effect in accordance with s. 60(4) of the amending Act) by Finance Act 2011 (c. 11), s. 60(2)(a)

F12Word in s. 400(2) substituted (19.7.2011) (with effect in accordance with s. 60(4) of the amending Act) by Finance Act 2011 (c. 11), s. 60(2)(a)

F13S. 400(2A) inserted (with effect in accordance with Sch. 14 para. 8 of the amending Act) by Finance Act 2010 (c. 13), Sch. 14 para. 5(4) (with Sch. 14 para. 9)

F14Word in s. 400(3) substituted (19.7.2011) (with effect in accordance with s. 60(4) of the amending Act) by Finance Act 2011 (c. 11), s. 60(2)(a)

F15Word in s. 400(6) substituted (19.7.2011) (with effect in accordance with s. 60(4) of the amending Act) by Finance Act 2011 (c. 11), s. 60(2)(a)

Modifications etc. (not altering text)

C10Ss. 400-400C excluded (with effect in accordance with s. 148 of the amending Act) by Finance Act 2012 (c. 14), s. 112(1) (with s. 147, Sch. 17)

[F16400AAdjustments for changes in index: relevant hedging schemesU.K.

(1)This section applies where—

(a)section 400 applies in relation to an amount to be brought into account for an accounting period of a company (“company A”) in respect of a security, and

(b)conditions 1 to 3 are met.

(2)Condition 1 is that company A is a party to a relevant hedging scheme at any time in the accounting period.

(3)Condition 2 is that there is an increase in the [F17relevant] prices index between the times mentioned in subsection (1) of section 400.

(4)Condition 3 is that the index-linked capital return on the security in the accounting period, or a proportion of it, is hedged.

(5)Where this section applies, any increase in the carrying value of the security at the earlier of the times mentioned in subsection (1) of section 400 that would, apart from this section, be made under subsection (2) of that section is reduced—

(a)in a case in which the index-linked capital return on the security in the accounting period is wholly hedged, to nil, and

(b)in a case in which only a proportion of that return is hedged, by the same proportion.

(6)For the purposes of this section “a relevant hedging scheme” means a scheme the purpose, or one of the main purposes, of any party to which, on entering into the scheme, is to secure that the index-linked capital return on the security, or a proportion of it, is hedged.

(7)For the purposes of this section the “index-linked capital return” of the security is so much of the return on the security as—

(a)would, disregarding section 400, result in an increase in the carrying value of the security between the times mentioned in subsection (1) of that section, and

(b)is attributable to an increase in the [F18relevant] prices index.

(8)For the purposes of this section the index-linked capital return on the security, or any proportion of that return, is “hedged” if (whether because of the operation of a swap or otherwise) the pre-tax economic profit or loss made by the relevant group or company in the accounting period is unaffected by it.

(9)In subsection (8) “the relevant group or company” means—

(a)company A and every other company that is at any time in the accounting period—

(i)associated with company A, and

(ii)a party to the relevant hedging scheme, or

(b)if there is no such other company, company A.

(10)In this section “scheme” includes any scheme, arrangements or understanding of any kind whatever, whether or not legally enforceable, involving a single transaction or two or more transactions.

Textual Amendments

F16Ss. 400A-400C inserted (with effect in accordance with Sch. 14 para. 8 of the amending Act) by Finance Act 2010 (c. 13), Sch. 14 para. 6 (with Sch. 14 para. 9)

F17Word in s. 400A(3) substituted (19.7.2011) (with effect in accordance with s. 60(4) of the amending Act) by Finance Act 2011 (c. 11), s. 60(2)(b)

F18Word in s. 400A(7)(b) substituted (19.7.2011) (with effect in accordance with s. 60(4) of the amending Act) by Finance Act 2011 (c. 11), s. 60(2)(b)

Modifications etc. (not altering text)

C10Ss. 400-400C excluded (with effect in accordance with s. 148 of the amending Act) by Finance Act 2012 (c. 14), s. 112(1) (with s. 147, Sch. 17)

400BInterpretation of section 400A: economic profits and lossesU.K.

(1)A reference in section 400A to an “economic” profit or loss made by any person in a period is to a profit or loss made by that person in that period, computed taking into account unrealised (as well as realised) profits and losses.

(2)For the purposes of section 400A an economic profit or loss is made by a group of companies if it is made by the members of the group considered together.

(3)In determining for the purposes of section 400A the amount of an economic profit or loss made by a group of companies in any period, the economic profits and losses of each member of the group are to be computed over that period (whether or not that period is an accounting period of the member).

(4)A reference in section 400A to a “pre-tax” economic profit or loss is a reference to an economic profit or loss determined disregarding any gain or loss made as a result of the operation of any provision of the Corporation Tax Acts.

Textual Amendments

F16Ss. 400A-400C inserted (with effect in accordance with Sch. 14 para. 8 of the amending Act) by Finance Act 2010 (c. 13), Sch. 14 para. 6 (with Sch. 14 para. 9)

Modifications etc. (not altering text)

C10Ss. 400-400C excluded (with effect in accordance with s. 148 of the amending Act) by Finance Act 2012 (c. 14), s. 112(1) (with s. 147, Sch. 17)

400CMeaning of “associated with”U.K.

(1)For the purposes of section 400A, a company (“company B”) is associated with company A at a time (“the relevant time”) during an accounting period of company A (“the accounting period”) if any of the following five conditions is met.

(2)The first condition is that the financial results of company A and company B, for a period that includes the relevant time, meet the consolidation condition.

(3)The second condition is that there is a connection between company A and company B for the accounting period.

(4)The third condition is that, at the relevant time, company A has a major interest in company B or company B has a major interest in company A.

(5)The fourth condition is that—

(a)the financial results of company A and a third company, for a period that includes the relevant time, meet the consolidation condition, and

(b)at the relevant time the third company has a major interest in company B.

(6)The fifth condition is that—

(a)there is a connection between company A and a third company for the accounting period, and

(b)at the relevant time the third company has a major interest in company B.

(7)In this paragraph the financial results of any two companies for any period meet “the consolidation condition” if—

(a)they are required to be comprised in group accounts prepared under section 399 of the Companies Act 2006 (duty of certain parent companies to prepare group accounts), or

(b)they would be required to be comprised in such accounts but for the application of an exemption mentioned in subsection (3) of that section.

(8)Section 466 (companies connected for an accounting period) applies for the purposes of this section.

(9)In this section “scheme” includes any scheme, arrangements or understanding of any kind whatever, whether or not legally enforceable, involving a single transaction or two or more transactions.

Textual Amendments

F16Ss. 400A-400C inserted (with effect in accordance with Sch. 14 para. 8 of the amending Act) by Finance Act 2010 (c. 13), Sch. 14 para. 6 (with Sch. 14 para. 9)

Modifications etc. (not altering text)

C10Ss. 400-400C excluded (with effect in accordance with s. 148 of the amending Act) by Finance Act 2012 (c. 14), s. 112(1) (with s. 147, Sch. 17)

Other gilt-edged securities]U.K.

401Gilt stripsU.K.

(1)This section applies if a loan relationship is represented by—

(a)a strip of a gilt-edged security, or

(b)any other gilt-edged security.

(2)Subsections (3) and (4) apply if a person exchanges a gilt-edged security for strips of that security.

(3)The security is treated as having been redeemed at the time of the exchange by the payment to that person of its market value.

(4)The person is treated as having acquired each strip for an amount equal to—

where—

A is the market value of the security at the time of the exchange,

B is the market value of the strip at that time, and

C is the total of the market values at that time of all the strips received in the exchange.

(5)Subsections (6) and (7) apply if strips of a gilt-edged security are consolidated into a single gilt-edged security by being exchanged by any person for that security.

(6)Each strip is treated as having been redeemed at the time of the exchange by the payment to that person of the amount equal to its market value.

(7)The person is treated as having acquired the security for the amount equal to the total of the market values of all the strips given in the exchange.

(8)For the meaning of “market value” and “strip” in relation to securities, see section 402 and section 403 respectively.

402Market value of securitiesU.K.

(1)References in section 401 to the market value of a security given or received in exchange for another are references to its market value at the time of the exchange.

(2)The Treasury may by regulations make provision for the purposes of section 401 and this section as to the way of determining the market value at any time of—

(a)any strip, or

(b)any other gilt-edged security.

(3)The regulations may make—

(a)different provision for different cases, and

(b)incidental, supplemental, consequential and transitional provision and savings.

403Meaning of “strip”U.K.

(1)In sections 401 and 402 “strip”, in relation to a gilt-edged security, means a security issued under the National Loans Act 1968 (c. 13) which meets conditions A, B and C.

(2)Condition A is that the security is issued for the purpose of representing the right to or of securing—

(a)a payment corresponding to a payment of interest or principal remaining to be made under the gilt-edged security, or

(b)two or more payments each corresponding to a payment to be so made.

(3)Condition B is that the security is issued in conjunction with the issue of one or more other securities which, together with that security—

(a)represent the right to, or

(b)secure,

payments corresponding to every payment remaining to be made under the gilt-edged security.

(4)Condition C is that the security is not itself a security that—

(a)represents the right to, or

(b)secures,

payments corresponding to a part of every payment remaining to be made under the gilt-edged security.

(5)After the balance has been struck for a dividend on a gilt-edged security, a payment to be made in respect of that dividend is treated for the purposes of conditions A, B and C as not being a payment remaining to be made under that security.

404Restriction on deductions etc relating to FOTRA securitiesU.K.

(1)A company which meets conditions A and B is not to bring into account for the purposes of this Part—

(a)any amount relating to changes in the value of a FOTRA security, or

(b)any debit in respect of the loan relationship represented by the security, including any expenses related to holding the security or any transaction concerning it.

(2)Condition A is that the company is the beneficial owner of the security.

(3)Condition B is that the company is a company which would be exempt from corporation tax on the security under section 1279 (exemption of profits from FOTRA securities).

(4)In this section “FOTRA security” has the same meaning as in that section (see section 1280(1)).

405Certain non-UK residents with interest on 3½% War Loan 1952 Or AfterU.K.

(1)This section applies if—

(a)in any accounting period a non-UK resident company carries on a business in the United Kingdom—

(i)consisting of banking or insurance, or

(ii)consisting wholly or partly of dealing in securities, and

(b)in calculating the profits of the business for the period any amount is disregarded as a result of section 1279 (exemption of profits from FOTRA securities) because of a condition subject to which any 3½% War Loan 1952 Or After was issued.

(2)Interest on money borrowed for the purposes of the business is to be brought into account as a debit for the purposes of this Part for that period only so far as it exceeds the ineligible amount.

(3)The ineligible amount is found as follows—

Step 1

Add together all sums borrowed for the purposes of the business and still owing in the accounting period.

Step 2

Deduct any sums carrying interest that is not brought into account as a debit under this Part (otherwise than because of subsection (2)).

Step 3

If the amount found at Step 2 exceeds the total cost of the 3½% War Loan 1952 Or After held for the purposes of the business in the accounting period, deduct the excess from that amount.

Step 4

Calculate the average rate of interest in the accounting period on money borrowed for the purposes of the business.

Step 5

Calculate the amount of interest payable on the amount found at Step 3 at the rate found at Step 4 for the accounting period.

The result is the ineligible amount.

(4)If the company's holding of 3½% War Loan 1952 Or After has fluctuated during the accounting period, the total cost for the purposes of Step 3 is taken to be—

where—

C is the cost of acquisition of the initial holding (if any) and any holdings acquired during the accounting period,

AH is the average holding in that period, and

TH is the total of the initial holding (if any) and any holdings acquired during the accounting period.

(5)In subsection (4) “initial holding” means the holding held by the company at the beginning of the accounting period.

Deeply discounted securities: connected companies and close companiesU.K.

406IntroductionU.K.

(1)The following sections deal with deeply discounted securities—

(a)sections 407 and 408 (deeply discounted securities where companies have a connection),

(b)sections 409 to 411 (deeply discounted securities of close companies), and

(c)section 412 (persons indirectly standing in the position of creditor).

(2)In this section and sections 407 to 412 “deeply discounted security” has the same meaning as in Chapter 8 of Part 4 of ITTOIA 2005 (profits from deeply discounted securities) (see section 430 of that Act).

(3)In sections 407 to 412 “the discount” means the difference between—

(a)the issue price of the security, and

(b)the amount payable on redemption.

(4)The provisions of Chapter 8 of Part 4 of ITTOIA 2005 apply for the purposes of this section and sections 407 to 412 for determining the difference between the issue price of a security and the amount payable on redemption as they apply for the purposes of section 430 of that Act.

407Postponement until redemption of debits for connected companies' deeply discounted securitiesU.K.

(1)This section applies as respects any accounting period (“the relevant period”) if—

(a)a debtor relationship of a company (“the issuing company”) is represented by a deeply discounted security issued by it,

(b)at any time in the relevant period another company [F19(“the creditor company”)] stands in the position of a creditor as respects the security,

(c)there is a connection between those companies for the relevant period,

(d)the period is not the accounting period in which the security is redeemed, F20...

(e)credits representing the full amount of the discount which is referable to the relevant period are not brought into account for the purposes of this Part in respect of the corresponding creditor relationship for any accounting period (see section 412(2)) [F21, and

(f)the condition in subsection (1A) is met.]

[F22(1A)The condition is that the creditor company is—

(a)resident for tax purposes in a non-qualifying territory at any time in the relevant period, or

(b)effectively managed in a non-taxing non-qualifying territory at any such time.]

(2)The debits to be brought into account for the purposes of this Part in respect of the loan relationship by the issuing company are to be adjusted so that any debit relating to the amount of the discount which is referable to the relevant period—

(a)is not brought into account for the relevant period, but

(b)is brought into account for the accounting period in which the security is redeemed.

(3)The amount of the discount which is referable to the relevant period is the amount of it which would be brought into account for that period apart from this section.

(4)For the meaning of “standing in the position of a creditor” and the meaning of “corresponding creditor relationship” where a company indirectly stands in that position, see section 412.

(5)Whether there is a connection between companies for the purposes of this section is determined in accordance with section 408.

[F23(6)For the purposes of this section—

(a)non-qualifying territory” has the meaning given by [F24section 173 of TIOPA 2010],

(b)a non-qualifying territory is “non-taxing” if companies are not under its law liable to tax by reason of domicile, residence or place of management, and

(c)resident for tax purposes” means liable, under the law of the non-qualifying territory, to tax there by reason of domicile, residence or place of management. ]

Textual Amendments

F19Words in s. 407(1)(b) inserted (with effect in accordance with Sch. 20 para. 9 of the amending Act) by Finance Act 2009 (c. 10), Sch. 20 para. 6(2)(a)

F20Word in s. 407(1)(d) omitted (with effect in accordance with Sch. 20 para. 9 of the amending Act) by virtue of Finance Act 2009 (c. 10), Sch. 20 para. 6(2)(b)

F21S. 407(1)(f) and word inserted (with effect in accordance with Sch. 20 para. 9 of the amending Act) by Finance Act 2009 (c. 10), Sch. 20 para. 6(2)(c)

F22S. 407(1A) inserted (with effect in accordance with Sch. 20 para. 9 of the amending Act) by Finance Act 2009 (c. 10), Sch. 20 para. 6(3)

F23S. 407(6) inserted (with effect in accordance with Sch. 20 para. 9 of the amending Act) by Finance Act 2009 (c. 10), Sch. 20 para. 6(4)

F24Words in s. 407(6)(a) substituted (with effect in accordance with s. 381(1) of the amending Act) by Taxation (International and Other Provisions) Act 2010 (c. 8), s. 381(1), Sch. 8 para. 130 (with Sch. 9 paras. 1-9, 22)

408Companies connected for section 407U.K.

(1)For the purposes of section 407 there is a connection between two companies for an accounting period if condition A or B is met.

(2)Condition A is that there is a time in the period when one of the companies has control of, or a major interest in, the other.

(3)Condition B is that there is a time in the period when both companies are under the control of the same person.

(4)Section 472 (meaning of “control”) applies for the purposes of this section.

(5)For the meaning of “major interest”, see section 473.

409Postponement until redemption of debits for close companies' deeply discounted securitiesU.K.

(1)This section applies for any accounting period (“the relevant period”) if—

(a)a debtor relationship of a close company (“the issuing company”) is represented by a deeply discounted security it has issued,

(b)at any time in the period there is a person [F25("C") ] who stands in the position of a creditor as respects the security and is—

(i)a participator in the issuing company,

(ii)an associate of such a participator,

(iii)a company of which such a participator has control,

(iv)a person who controls a company which is such a participator,

(v)an associate of a person within sub-paragraph (iv), or

(vi)a company controlled by a person within sub-paragraph (iv),

(c)the period is not the accounting period in which the security is redeemed, and

(d)this section is not disapplied by section 410

[F26and, where it applies, the non-qualifying territory condition is met. ]

(2)The debits which are to be brought into account for the purposes of this Part by the issuing company in respect of the loan relationship are to be adjusted so that debits relating to the amount of the discount that is referable to the relevant period (“relevant debits”)—

(a)are not brought into account for the relevant period, but

(b)are brought into account for the accounting period in which the security is redeemed.

(3)If there is a person within subsection (1)(b) for only part of the relevant period, subsection (2) applies only to the appropriate proportion of the relevant debits.

(4)In subsection (3) “the appropriate proportion” means the proportion that the part of the relevant period for which there is such a person bears to the whole of that period.

(5)The amount of the discount that is referable to the relevant period is the amount of it which would be brought into account for the purposes of this Part for the relevant period in the case of the issuing company, apart from subsections (2) and (3).

(6)For the meaning of other expressions used in this section, see—

(a)section 411 (interpretation of this section), and

(b)section 412 (persons indirectly standing in the position of creditor).

Textual Amendments

F25Word in s. 409(1)(b) inserted (with effect in accordance with Sch. 20 para. 9 of the amending Act) by Finance Act 2009 (c. 10), Sch. 20 para. 7(a)

F26Words in s. 409(1) inserted (with effect in accordance with Sch. 20 para. 9 of the amending Act) by Finance Act 2009 (c. 10), Sch. 20 para. 7(b)

410Exceptions to section 409U.K.

(1)Section 409 does not apply for any accounting period (“the relevant period”) if any of the following conditions are met—

(a)the corresponding creditor relationship conditions (see subsection (2)),

(b)the CIS-based close company conditions (see subsection (3)), or

(c)the CIS limited partnership conditions (see subsection (4)).

(2)The corresponding creditor relationship conditions are that—

(a)at all times in the relevant period when there is a person within section 409(1)(b), that person is a company, and

(b)credits representing the full amount of the discount that is referable to the period are brought into account for the purposes of this Part for any accounting period in respect of the corresponding creditor relationship (see section 412(3)).

(3)The CIS-based close company conditions are that—

(a)the issuing company is a CIS-based close company,

(b)at no time in the relevant period when there is a person within section 409(1)(b) is that person resident [F27for tax purposes] in a non-qualifying territory, and

(c)the issuing company is a small or medium-sized enterprise for the relevant period.

(4)The CIS limited partnership conditions are that—

(a)the debt is one which is owed to, or to persons acting for, a CIS limited partnership,

(b)no member of that partnership is resident [F28for tax purposes] in a non-qualifying territory at any time in the relevant period when there is a person within section 409(1)(b),

(c)the issuing company has received written notice from the partnership containing information from which it appears that the condition in paragraph (b) is met, and

(d)the issuing company is a small or medium-sized enterprise for the relevant period.

[F29(4A)The non-qualifying territory condition applies if C is a company; and the non-qualifying territory condition is that C is—

(a)resident for tax purposes in a non-qualifying territory at any time in the relevant period, or

(b)effectively managed in a non-taxing non-qualifying territory at any such time.]

(5)In this section—

  • CIS-based close company” means a company that would not be a close company apart from the rights and powers of one or more partners in a CIS limited partnership being attributed to another of the partners under [F30section 451(4) to (6) of CTA 2010 because of section 448(1)(a) of that Act],

  • CIS limited partnership” means a limited partnership—

    (a)

    which is a collective investment scheme, or

    (b)

    which would be a collective investment scheme if it were not a body corporate,

  • issuing company” has the same meaning as in section 409 (see subsection (1)(a) of that section),

  • non-qualifying territory” has the meaning given by [F31section 173 of TIOPA 2010] (provision not at arm's length),

  • [F32resident for tax purposes” means liable, under the law of the non-qualifying territory, to tax there by reason of domicile, residence or place of management, and ]

  • small or medium-sized enterprise” has the meaning given by [F33section 172 of TIOPA 2010].

[F34(5A)For the purposes of this section, a non-qualifying territory is “non-taxing” if companies are not under its law liable to tax by reason of domicile, residence or place of management.]

(6)For the meaning of “corresponding creditor relationship”, see section 412 (persons indirectly standing in the position of creditor).

Textual Amendments

F27Words in s. 410(3)(b) inserted (with effect in accordance with Sch. 20 para. 9 of the amending Act) by Finance Act 2009 (c. 10), Sch. 20 para. 8(2)

F28Words in s. 410(4)(b) inserted (with effect in accordance with Sch. 20 para. 9 of the amending Act) by Finance Act 2009 (c. 10), Sch. 20 para. 8(2)

F29S. 410(4A) inserted (with effect in accordance with Sch. 20 para. 9 of the amending Act) by Finance Act 2009 (c. 10), Sch. 20 para. 8(3)

F30Words in s. 410(5) substituted (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), s. 1184(1), Sch. 1 para. 613 (with Sch. 2)

F31Words in s. 410(5) substituted (with effect in accordance with s. 381(1) of the amending Act) by Taxation (International and Other Provisions) Act 2010 (c. 8), s. 381(1), Sch. 8 para. 131(2) (with Sch. 9 paras. 1-9, 22)

F32Definition in s. 410(5) substituted (with effect in accordance with Sch. 20 para. 9 of the amending Act) by Finance Act 2009 (c. 10), Sch. 20 para. 8(4)

F33Words in s. 410(5) substituted (with effect in accordance with s. 381(1) of the amending Act) by Taxation (International and Other Provisions) Act 2010 (c. 8), s. 381(1), Sch. 8 para. 131(3) (with Sch. 9 paras. 1-9, 22)

F34S. 410(5A) inserted (with effect in accordance with Sch. 20 para. 9 of the amending Act) by Finance Act 2009 (c. 10), Sch. 20 para. 8(5)

411Interpretation of section 409U.K.

(1)Section 472 (meaning of “control”) applies for the purposes of section 409 and this section.

(2)A person who is a participator in a company which controls another company is treated for the purposes of section 409 as being a participator in that other company also.

(3)Subject to that, in section 409 and this section “participator”, in relation to a company, means a person who is a participator in the company [F35within the meaning given by section 454 of CTA 2010], but not a person who is [F36such a participator] just because of being a loan creditor of the company.

(4)In determining whether a person who carries on the trade of banking is a participator in a company for the purposes of section 409 and this section, securities of the company acquired by the person in the ordinary course of the person's business are ignored.

Textual Amendments

F35Words in s. 411(3) substituted (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), s. 1184(1), Sch. 1 para. 614(a) (with Sch. 2)

F36Words in s. 411(3) substituted (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), s. 1184(1), Sch. 1 para. 614(b) (with Sch. 2)

412Persons indirectly standing in the position of creditorU.K.

(1)For the purposes of sections 407(1)(b) and 409 a person is treated as standing in the position of a creditor if the person indirectly stands in that position by reference to a series of loan relationships or relevant money debts.

(2)If a company (“C”) is so treated for the purposes of section 407(1)(b), the reference in section 407(1)(e) to the corresponding creditor relationship is a reference to C's creditor relationship.

(3)If a person (“P”) is so treated for the purposes of section 409, the reference in section 410(2)(b) to the corresponding creditor relationship is a reference to P's creditor relationship.

(4)In subsection (1) “relevant money debt” means a money debt which would be a loan relationship if a company directly stood in the position of creditor or debtor.

Funding bondsU.K.

413Issue of funding bondsU.K.

(1)This section applies to the issue of funding bonds to a creditor in respect of a liability to pay interest on a debt incurred by a body corporate, a government, a public institution or other public authority.

(2)The issue is treated for the purposes of the Corporation Tax Acts as if it were the payment of so much of that interest as equals the market value of the bonds at their issue.

(3)In this section “funding bonds” includes any bonds, stocks, shares, securities or certificates of indebtedness [F37(but does not include any instrument providing for payment in the form of goods or services or a voucher)] .

Textual Amendments

F37Words in s. 413(3) inserted (with effect in accordance with Sch. 11 para. 12(2) of the amending Act) by Finance Act 2013 (c. 29), Sch. 11 para. 11

414Redemption of funding bondsU.K.

(1)The redemption of funding bonds is not treated as the payment of interest on a debt for the purposes of the Corporation Tax Acts if their issue was treated as the payment of interest on the debt under—

(a)section 413, or

(b)section 380 of ITTOIA 2005 (which makes provision corresponding to section 413 for income tax purposes).

(2)In this section “funding bonds” includes any bonds, stocks, shares, securities or certificates of indebtedness.

DerivativesU.K.

415Loan relationships with embedded derivativesU.K.

(1)This section applies if in accordance with generally accepted accounting practice a company treats the rights and liabilities under a loan relationship to which it is a party as divided between—

(a)rights and liabilities under a loan relationship (“the host contract”), and

(b)rights and liabilities under one or more derivative financial instruments or equity instruments.

(2)The company is treated for the purposes of this Part as a party to a loan relationship whose rights and liabilities consist only of those of the host contract.

(3)For the corresponding treatment of the rights and liabilities within subsection (1)(b), see section 585 (loan relationships with embedded derivatives).

Modifications etc. (not altering text)

C11S. 415 excluded (with effect in accordance with reg. 1(2)(3) of the amending S.I.) by The Taxation of Regulatory Capital Securities Regulations 2013 (S.I. 2013/3209), regs. 1(1), 3(2)(a) (with reg. 8)

416Election for application of sections 415 and 585U.K.

(1)This section applies if—

(a)a company is subject to old UK GAAP for a period of account,

(b)at the beginning of its first relevant period of account the company did not hold any assets (“relevant assets”) which it is not permitted under old UK GAAP to treat as mentioned in section 415(1),

(c)the company subsequently acquires one or more relevant assets (to which sections 415 and 585 do not apply because of the company being subject to old UK GAAP), and

(d)the company would have been permitted to treat the relevant assets as mentioned in section 415(1) if it had been subject to—

(i)international accounting standards, or

(ii)new UK GAAP.

(2)The company may elect that this Part and Part 7 (derivative contracts) should apply as if sections 415 and 585 did apply.

(3)The election has effect in relation to all relevant assets held by the company including those subsequently acquired, except as provided in subsection (4).

F38(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5)If an election is made under this section, sections 315 to 318 (adjustments on change of accounting policy) apply as if there were a change of accounting policy consisting of the company treating its relevant assets as mentioned in section 415(1) as from the date the election has effect.

(6)See also section 613(4) (which makes provision corresponding to subsection (5) for the purposes of Part 7).

(7)In this section—

  • first relevant period of account”, in relation to a company, means the first period of account of the company beginning on or after 1 January 2005 (the first period in relation to which section 94A of FA 1996 (which is rewritten in section 415) had effect),

  • old UK GAAP” means UK generally accepted accounting practice as it applied for periods of account beginning before 1 January 2005, and

  • new UK GAAP” means UK generally accepted accounting practice as it applies for periods of account beginning on or after that date.

(8)Section 417 makes further provision about elections under this section.

Textual Amendments

F38S. 416(4) omitted (19.7.2011) (with effect in accordance with Sch. 5 para. 7(3)(4) of the amending Act) by virtue of Finance Act 2011 (c. 11), Sch. 5 para. 7(2)(c)

Modifications etc. (not altering text)

C12S. 416 excluded (with effect in accordance with reg. 1(2)(3) of the amending S.I.) by The Taxation of Regulatory Capital Securities Regulations 2013 (S.I. 2013/3209), regs. 1(1), 3(2)(a) (with reg. 8)

417Further provisions about elections under section 416U.K.

(1)An election under section 416 must be made not later than 90 days after the acquisition of the relevant assets or, if there is more than one acquisition, the first of them.

(2)The election is irrevocable.

(3)The election has effect from the beginning of the period of account in which the first relevant asset is acquired.

(4)In this section “relevant assets” has the same meaning as in section 416.

[F39418Loan relationships [F40involving connected debtor and creditor where debits exceed credits]U.K.

(1)This section applies if—

(a)two connected companies are party to a loan relationship, one (“the debtor”) as debtor and the other (“the creditor”) as creditor, and

(b)conditions [F41A and B] are met.

[F42(2)Condition A is that the rights under the loan relationship include provision by virtue of which the creditor company [F43or any company connected with it]

(a)is or may become entitled, or

(b)is or may be required,

to acquire (whether by conversion or exchange or otherwise) any shares in any company.

(3)Condition B is that—

(a)the debits brought into account by the debtor under this Part in respect of the loan relationship for any accounting period, exceed

(b)the credits brought into account (otherwise than as a result of this section) by the creditor in respect of the loan relationship for the corresponding accounting period or periods of the creditor.]

(5)The creditor is treated for the purposes of this Part as bringing into account for the corresponding accounting period or periods additional credits in respect of the loan relationship of an amount equal to the excess.

(6)But if the creditor is a party to the loan relationship as creditor during only part of the corresponding accounting period (or any of the corresponding periods), it is treated for the purposes of this Part as bringing into account for the period only such part of the excess as is just and reasonable.

[F44(6A)For the purposes of this section the creditor is to be treated as continuing to be a party to the loan relationship even though the creditor has disposed of the creditor's rights under the loan relationship to another person—

(a)under a repo or stock lending arrangement, or

(b) under a transaction which is treated as not involving any disposal as a result of section 26 of TCGA 1992 (mortgages and charges not to be treated as disposals).

(6B)For the purposes of this section the creditor is to be treated as continuing to be a party to the loan relationship even though the creditor has disposed of the creditor's rights under the loan relationship to another person if the disposal was made with the relevant avoidance intention.

(6C)The relevant avoidance intention is the intention of eliminating or reducing the credits to be brought into account for the purposes of this Part.]

(7)[F45Sections 418A and 419 supplement] this section.]

Textual Amendments

F39Ss. 418-419 omitted (19.7.2011) (with effect in accordance with Sch. 5 para. 7(3)(4) of the amending Act) by virtue of Finance Act 2011 (c. 11), Sch. 5 para. 7(1)

F40Words in s. 418 heading substituted (with effect in accordance with Sch. 30 para. 4(8) of the commencing Act) by Finance Act 2009 (c. 10), Sch. 30 para. 4(6)

F41Words in s. 418(1)(b) substituted (with effect in accordance with Sch. 30 para. 4(8) of the amending Act) by Finance Act 2009 (c. 10), Sch. 30 para. 4(2)

F42S. 418(2)(3) substituted for s. 418(2)-(4) (with effect in accordance with Sch. 30 para. 4(8) of the amending Act) by Finance Act 2009 (c. 10), Sch. 30 para. 4(3)

F43S. 418(2) words inserted (19.7.2011) (with effect in accordance with s. 29(3)(4) of the amending Act) by virtue of Finance Act 2011 (c. 11), s. 29(1)

F44S. 418(6A)-(6C) inserted (with effect in accordance with Sch. 30 para. 4(8) of the amending Act) by Finance Act 2009 (c. 10), Sch. 30 para. 4(4)

F45Words in s. 418(7) substituted (with effect in accordance with Sch. 30 para. 4(8) of the amending Act) by Finance Act 2009 (c. 10), Sch. 30 para. 4(5)

[F39[F46418ACases involving host contractU.K.

(1)This section applies where the debtor or the creditor, in accordance with generally accepted accounting practice, treats the rights and liabilities under the loan relationship as divided between—

(a)rights and liabilities under a loan relationship (“the host contract”), and

(b)rights and liabilities under one or more derivative financial instruments or equity instruments.

(2)Where the debtor, in accordance with generally accepted accounting practice, treats the rights and liabilities under the loan relationship as so divided, section 418 has effect as if the reference to the loan relationship in subsection (3)(a) were to the host contract.

(3)Where the creditor, in accordance with generally accepted accounting practice, treats the rights and liabilities under the loan relationship as so divided, section 418 has effect as if the reference to the loan relationship in subsection (3)(b) were to the host contract.

(4) In this section “ the debtor ” and “ the creditor ” have the same meaning as in section 418. ]

Textual Amendments

F39Ss. 418-419 omitted (19.7.2011) (with effect in accordance with Sch. 5 para. 7(3)(4) of the amending Act) by virtue of Finance Act 2011 (c. 11), Sch. 5 para. 7(1)

F46S. 418A inserted (with effect in accordance with Sch. 30 para. 4(8) of the amending Act) by Finance Act 2009 (c. 10), Sch. 30 para. 4(7)

[F39419Section 418: supplementaryU.K.

(1)References in section 418 to a company being a party to a loan relationship as debtor or creditor include a company which indirectly stands in the position of a debtor or creditor as respects the loan relationship by reference to a series of loan relationships or relevant money debts.

(2)In subsection (1) “relevant money debt” means a money debt that would be a loan relationship if a company directly stood in the position of debtor or creditor.

(3)For the purposes of section 418 an accounting period of the creditor corresponds with an accounting period of the debtor if—

(a)it coincides with it, or

(b)it is wholly or partly within it.

(4)If a corresponding accounting period of the creditor does not coincide with that of the debtor, such apportionments as are just and reasonable are to be made for the purposes of section 418.

(5)Two companies are connected for the purposes of section 418 if their accounting results are reflected in the consolidated group accounts of a group of companies.

(6)Subsection (5) does not affect the application of [F47section 1122 of CTA 2010] (how to tell whether persons are connected).

[F48(6A)References in section 418 to a company bringing debits or credits into account under or for the purposes of this Part include bringing debits or credits into account under or for the purposes of this Part in determining the chargeable profits of the company (or in determining that there were no such profits) for the purposes of Chapter 4 of Part 17 of ICTA (controlled foreign companies).]

(7)In this section “the debtor” and “the creditor” have the same meaning as in section 418.]]

Textual Amendments

F39Ss. 418-419 omitted (19.7.2011) (with effect in accordance with Sch. 5 para. 7(3)(4) of the amending Act) by virtue of Finance Act 2011 (c. 11), Sch. 5 para. 7(1)

F47Words in s. 419(6) substituted (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), s. 1184(1), Sch. 1 para. 615 (with Sch. 2)

F48S. 419(6A) inserted (19.7.2011) (with effect in accordance with s. 29(3)(4) of the amending Act) by virture of Finance Act 2011 (c. 11), s. 29(2)

Options etcU.K.

420Assumptions where options etc applyU.K.

(1)This section applies if—

(a)the answer to any question specified in subsection (2)—

(i)depends on the exercise of an option by a party to a loan relationship (“A”) or A's associate, or

(ii)is otherwise under the control of A or A's associate, and

(b)an amortised cost basis of accounting applies for an accounting period.

(2)The questions are—

(a)whether any amount will become due under the relationship after the period ends,

(b)how much will become due under it after the period ends, and

(c)when after the end of the period an amount will become due under the relationship.

(3)In determining the credits and debits to be brought into account for the accounting period in accordance with an amortised cost basis, the assumption in subsection (4) is to be made.

(4)The assumption is that A or A's associate will exercise the power to determine whether and on what date any amount will become due in the way which appears to be the most advantageous to A.

(5)That way is to be determined—

(a)as at the end of the accounting period, and

(b)ignoring taxation.

Back to top

Options/Help

Print Options

You have chosen to open The Whole Act

The Whole Act you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open The Whole Act as a PDF

The Whole Act you have selected contains over 200 provisions and might take some time to download.

Would you like to continue?

You have chosen to open The Whole Act without Schedules

The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open The Whole Act without Schedules as a PDF

The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download.

Would you like to continue?

You have chosen to open The Whole Part

The Whole Part you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open The Whole Part as a PDF

The Whole Part you have selected contains over 200 provisions and might take some time to download.

Would you like to continue?

You have chosen to open the Whole Act

The Whole Act you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open the Whole Act without Schedules

The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open Schedules only

The Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

Close

Legislation is available in different versions:

Latest Available (revised):The latest available updated version of the legislation incorporating changes made by subsequent legislation and applied by our editorial team. Changes we have not yet applied to the text, can be found in the ‘Changes to Legislation’ area.

Original (As Enacted or Made): The original version of the legislation as it stood when it was enacted or made. No changes have been applied to the text.

Close

See additional information alongside the content

Geographical Extent: Indicates the geographical area that this provision applies to. For further information see ‘Frequently Asked Questions’.

Show Timeline of Changes: See how this legislation has or could change over time. Turning this feature on will show extra navigation options to go to these specific points in time. Return to the latest available version by using the controls above in the What Version box.

Close

Opening Options

Different options to open legislation in order to view more content on screen at once

Close

Explanatory Notes

Text created by the government department responsible for the subject matter of the Act to explain what the Act sets out to achieve and to make the Act accessible to readers who are not legally qualified. Explanatory Notes were introduced in 1999 and accompany all Public Acts except Appropriation, Consolidated Fund, Finance and Consolidation Acts.

Close

More Resources

Access essential accompanying documents and information for this legislation item from this tab. Dependent on the legislation item being viewed this may include:

  • the original print PDF of the as enacted version that was used for the print copy
  • lists of changes made by and/or affecting this legislation item
  • confers power and blanket amendment details
  • all formats of all associated documents
  • correction slips
  • links to related legislation and further information resources
Close

Timeline of Changes

This timeline shows the different points in time where a change occurred. The dates will coincide with the earliest date on which the change (e.g an insertion, a repeal or a substitution) that was applied came into force. The first date in the timeline will usually be the earliest date when the provision came into force. In some cases the first date is 01/02/1991 (or for Northern Ireland legislation 01/01/2006). This date is our basedate. No versions before this date are available. For further information see the Editorial Practice Guide and Glossary under Help.

Close

More Resources

Use this menu to access essential accompanying documents and information for this legislation item. Dependent on the legislation item being viewed this may include:

  • the original print PDF of the as enacted version that was used for the print copy
  • correction slips

Click 'View More' or select 'More Resources' tab for additional information including:

  • lists of changes made by and/or affecting this legislation item
  • confers power and blanket amendment details
  • all formats of all associated documents
  • links to related legislation and further information resources