Finance (No. 2) Act 2023

Provision relating to location of entities U.K.

239 Location of entities U.K.

(1) The normal rule for determining, for the purposes of this Part, the territory in which an entity is located is that—

(a) if it is tax resident in a territory based on its place of management or place of creation, or based on similar criteria, it is located in that territory, or

(b) if it is not tax resident in any territory based on such criteria, it is located in the territory in which it was created.

(2) But subsection (1) does not apply to a flow-through entity or a permanent establishment (as to which, see section 240).

(3) Where, in an accounting period, an entity is tax resident based on its place of management, place of creation or similar criteria in more than one territory and—

(a) all of those territories are party to a tax treaty, and

(b) for the purposes of the treaty the entity is deemed resident in one of those territories,

the entity is treated as located in that territory for that period.

(4) Otherwise, where an entity is tax resident in an accounting period based on its place of management, place of creation or similar criteria in more than one territory—

(a) if the entity has accrued more covered taxes in an accounting period in one of those territories than in the others, ignoring any taxes accrued in accordance with a controlled foreign company tax regime, it is to be treated as located in that territory for that period,

(b) if paragraph (a) does not apply and the entity has a greater qualifying substance based income exclusion amount in one of those territories than in the others, it is to be treated as located in that territory for that period, or

(c) if neither paragraph (a) nor (b) applies—

(i) if the entity is the ultimate parent of a multinational group, it is to be treated as being located in the place where it was created for that period, or

(ii) otherwise, the entity is a stateless entity for that period.

(5) For the purposes of subsection (4)(b) “the qualifying substance based income exclusion amount” for an entity for a period in a territory is—

(a) if the substance based income exclusion is calculated for that period for that territory, the sum of the payroll carve-out amount and the tangible asset carve-out amount as would be determined under section 195(1) for the entity for that period if the entity were located in that territory, and

(b) if the substance based income exclusion is not calculated for that period for that territory, nil.

(6) Where—

(a) an entity is not (ignoring this subsection) subject to Pillar Two IIR tax within the meaning of section 128,

(b) it is tax resident based on its place of management, place of creation or similar criteria in the United Kingdom,

(c) as a result of the application of subsection F1 ... (4) it is treated as not being located in the United Kingdom, and

(d) if it were located in the United Kingdom, it would be a responsible member of a multinational group,

the entity is instead to be treated as located in the United Kingdom for the purposes of sections 122 [F2 , 128 and 129] of this Part (but not otherwise).

(7) For the purposes of this Part—

(a) a “stateless entity” is to be treated as not being located in any territory;

(b) where an entity’s location changes during an accounting period, it is to be treated as being located in the territory it was located, or was treated as being located, at the start of that period.

Textual Amendments

F1 Words in s. 239(6)(c) omitted (22.2.2024 with effect for accounting periods beginning on or after 31.12.2023 in accordance with Sch. 12 para. 1(2) of the amending Act) by virtue of Finance Act 2024 (c. 3), Sch. 12 para. 32(1)(a)

F2 Words in s. 239(6) substituted (22.2.2024 with effect for accounting periods beginning on or after 31.12.2023 in accordance with Sch. 12 para. 1(2) of the amending Act) by Finance Act 2024 (c. 3), Sch. 12 para. 32(1)(b)

240 Location of flow-through entities and permanent establishments U.K.

[F3 (1) Where a flow-through entity [F4 is the ultimate parent of a multinational group, or] would be a responsible member of a multinational group if the entity were located in the territory in which it is created, [F5 the entity is treated as located in the territory in which it is created].]

(2) Any other flow-through entity is a stateless entity.

(3) A permanent establishment that is a permanent establishment falling within paragraph (a) of section 232(2) (entity treated as permanent establishment in accordance with tax treaty) is located in the territory where it is treated as a permanent establishment in accordance with the tax treaty in accordance with which it is treated as a permanent establishment.

(4) A permanent establishment that is a permanent establishment falling within paragraph (b) of section 232(2) (permanent establishment taxed on similar basis to residents in absence of tax treaty) is located in the territory where it is subject to net basis taxation based on its business presence.

(5) A permanent establishment that is a a permanent establishment falling within paragraph (c) of section 232(2) (permanent establishment located in territory without corporate income tax) is located in the territory in which it is situated.

(6) A permanent establishment that is a permanent establishment falling within paragraph (d) of section 232(2) (other permanent establishments) is a stateless entity.

Textual Amendments

F3 S. 240(1) substituted (22.2.2024 with effect for accounting periods beginning on or after 31.12.2023 in accordance with Sch. 12 para. 1(2) of the amending Act) by Finance Act 2024 (c. 3), Sch. 12 para. 32(2)

F4 Words in s. 240(1) inserted (with effect in accordance with Sch. 4 para. 72(4) of the amending Act) by Finance Act 2025 (c. 8), Sch. 4 paras. 17(a), 72(4)

F5 Words in s. 240(1) substituted (with effect in accordance with Sch. 4 para. 72(4) of the amending Act) by Finance Act 2025 (c. 8), Sch. 4 paras. 17(b), 72(4)

241 Pillar Two territories U.K.

(1) In this Part “Pillar Two territory” means the United Kingdom and every other territory specified as such in [F6 , or in accordance with,] regulations made by the Treasury.

[F7 (1A) Regulations may provide for the specification of a territory to be made by notice published by the Commissioners for His Majesty’s Revenue and Customs in accordance with the regulations.]

(2) Regulations [F8 , or a notice,] may only specify a territory as a Pillar Two territory if the [F9 appropriate authority considers] that provisions [F10 which implement the provisions of the Pillar Two rules relating to top-up tax under the IIR (within the meaning of those rules)—]

(a) have effect under the law of that territory, or

(b) will have effect under the law of that territory on or before the specification has effect.

[F11 (2A) The “appropriate authority” means—

(a) in relation to the specification of a territory in regulations, the Treasury, or

(b) in relation to the specification of a territory made by notice, the Commissioners for His Majesty’s Revenue and Customs.]

(3) Regulations under this section may provide [F12 for] the specification of a territory F13 ... to have effect from a time before [F14 the territory was specified] (but may not provide [F15 for the specification of a territory to cease to have effect in relation to accounting periods commencing] before the regulations are made).

[F16 (4) A territory outside the United Kingdom is to be treated as a Pillar Two territory for the purposes of any accounting period that concluded before the first regulations under this section have been made, if it is a territory in which a tax applies for that accounting period—

(a) that is a Qualified IIR for the purposes of the Pillar Two rules, or

(b) that it is reasonable to conclude is likely to be a Qualified IIR for the purposes of those rules.]

Textual Amendments

F6 Words in s. 241(1) inserted (in relation to accounting periods commencing on or after 31.12.2023) by Finance Act 2025 (c. 8), Sch. 4 paras. 51(1)(a), 72(1)(d)

F7 S. 241(1A) inserted (in relation to accounting periods commencing on or after 31.12.2023) by Finance Act 2025 (c. 8), Sch. 4 paras. 51(1)(b), 72(1)(d)

F8 Words in s. 241(2) inserted (in relation to accounting periods commencing on or after 31.12.2023) by Finance Act 2025 (c. 8), Sch. 4 paras. 51(1)(c)(i), 72(1)(d)

F9 Words in s. 241(2) substituted (in relation to accounting periods commencing on or after 31.12.2023) by Finance Act 2025 (c. 8), Sch. 4 paras. 51(1)(c)(ii), 72(1)(d)

F10 Words in s. 241(2) substituted (in relation to accounting periods commencing on or after 31.12.2024) by Finance Act 2025 (c. 8), Sch. 4 paras. 8, 10

F11 S. 241(2A) inserted (in relation to accounting periods commencing on or after 31.12.2023) by Finance Act 2025 (c. 8), Sch. 4 paras. 51(1)(d), 72(1)(d)

F12 Word in s. 241(3) substituted (in relation to accounting periods commencing on or after 31.12.2023) by Finance Act 2025 (c. 8), Sch. 4 paras. 51(1)(e)(i), 72(1)(d)

F13 Word in s. 241(3) omitted (in relation to accounting periods commencing on or after 31.12.2023) by virtue of Finance Act 2025 (c. 8), Sch. 4 paras. 51(1)(e)(ii), 72(1)(d)

F14 Words in s. 241(3) substituted (in relation to accounting periods commencing on or after 31.12.2023) by Finance Act 2025 (c. 8), Sch. 4 paras. 51(1)(e)(iii), 72(1)(d)

F15 Words in s. 241(3) substituted (in relation to accounting periods commencing on or after 31.12.2023) by Finance Act 2025 (c. 8), Sch. 4 paras. 51(1)(e)(iv), 72(1)(d)

F16 S. 241(4) inserted (7.11.2024) by Finance Act 2025 (c. 8), Sch. 4 para. 51(1)(f)(4)