Corporation Tax Act 2009

819European cross-border transfers of business: introductionU.K.
This section has no associated Explanatory Notes

(1)Section 820 applies if—

(a)condition A or B is met, and

(b)each of the companies mentioned in subsection (2)(a) or (3)(a) makes a claim under this section,

but see section 820(2) and (3).

(2)Condition A is that—

(a)[F1a relevant company] resident in one [F2relevant state] transfers the whole or part of the business carried on by it in the United Kingdom to [F1a relevant company] resident in another [F2relevant state], and

(b)the transfer is wholly in exchange for securities issued by the transferee to the transferor.

(3)Condition B is that—

(a)[F3a relevant company] transfers part of its business to one or more [F4relevant companies],

(b)the transferor is resident in one [F2relevant state],

(c)the part of the transferor's business which is transferred is carried on by the transferor in the United Kingdom,

(d)at least one transferee is resident in a [F2relevant state] other than that in which the transferor is resident,

(e)the transferor continues to carry on a business after the transfer, and

(f)the transfer—

(i)is made in exchange for the issue of shares in or debentures of each transferee to the persons holding shares in or debentures of the transferor, or

(ii)is not so made only because, and only so far as, a transferee is prevented from so issuing such shares or debentures by section 658 of the Companies Act 2006 (c. 46) (general rule against limited company acquiring own shares) or by a corresponding provision of the law of [F5a] [F2relevant state] preventing such an issue.

(4)For the purposes of this Chapter, a company is resident in a [F2relevant state] if—

(a)it is within a charge to tax under the law of the [F6relevant state] as being resident for that purpose, and

(b)it is not regarded, for the purpose of any double taxation relief arrangements to which the [F6relevant state] is a party, as resident in a territory not within a [F2relevant state].

(5)In this section and section 820—

(a)“company” means any entity listed as a company in [F7Part A of Annex I] to the Mergers Directive,

[F8(ba)“relevant company” means a body incorporated under the law of a relevant state,

(bb)“relevant state” means the United Kingdom or a member State,]

(c)“securities” includes shares,

(d)“transferee” has the same meaning as in subsection (2) or (3), and

(e)“the transferor” has the same meaning as in subsection (2) or (3).

Textual Amendments