Corporation Tax Act 2010

Part 12U.K.Real Estate Investment Trusts

Chapter 1U.K.Introduction

IntroductoryU.K.

518Introduction to PartU.K.

(1)This Part—

(a)enables a group of companies which carries on property rental business and which meets requirements specified in Chapter 2 to opt to benefit from exemptions from corporation tax on profits and gains in accordance with Chapter 3, and

(b)imposes liabilities to tax on members of the group and the recipients of distributions made by the principal company of the group.

(2)This Part makes corresponding provision in relation to a company which carries on property rental business and which meets requirements specified in Chapter 2.

(3)In addition—

(a)Chapter 4 deals with some of the consequences of becoming, or becoming a member of, a UK REIT,

(b)Chapters 5, 6 and 7 contain provision relating to (respectively) assets of, distributions made by, and gains arising to a UK REIT,

(c)Chapter 8 contains provision about failure to meet requirements specified in Chapter 2,

(d)Chapter 9 contains provision about ceasing to be, or to be a member of, a UK REIT,

(e)Chapter 10 provides for the application of this Part in relation to property rental business carried on by way of a joint venture, and

(f)Chapter 11 contains miscellaneous provision and definitions.

(4)In this Part “UK REIT” means—

(a)a group UK REIT (see section 523(5)), or

(b)a company UK REIT (see section 524(5)).

Key conceptsU.K.

519“Property rental business”U.K.

(1)In this Part “property rental business” means—

(a)UK property business (within the meaning given by section 205 of CTA 2009), and

(b)overseas property business (within the meaning given by section 206 of that Act).

(2)For the purposes of subsection (1) ignore the effect of section 42(2) of CTA 2009 (which provides for receipts and expenses in connection with tied premises to be treated as part of a trade and not as part of a property business).

(3)The definition of “property rental business” is subject to—

(a)section 598(3) (which provides that certain lettings of property by a joint venture company or a member of a joint venture group are not property rental business),

(b)section 604 (which provides that business of a specified class is not property rental business), and

(c)section 605 (which provides that business giving rise to income of a specified class is not property rental business).

(4)Business carried on by a non-UK company which is a member of a group is property rental business for the purposes of this Part if the business would be property rental business if carried on by a UK company.

520“UK property rental business” of non-UK companiesU.K.

(1)In this Part references to “UK property rental business”, in relation to a non-UK company, are to the company's property rental business in the United Kingdom.

(2)Subsection (3) applies if—

(a)a non-UK company which is a member of a group UK REIT has UK property rental business, and

(b)the profits of that business would be chargeable to income tax under Chapter 3 of Part 3 of ITTOIA 2005.

(3)Profits of the UK property rental business—

(a)are to be treated for the purposes of this Part as if they were (subject to the application of this Part) chargeable to corporation tax, and

(b)are not to be charged to income tax.

521“UK company” and “non-UK company”U.K.

(1)In this Part “UK company” means a company which is—

(a)UK resident, and

(b)not resident in another place in accordance with the law of that place relating to taxation.

(2)References in this Part to a “non-UK company”, in the case of a group of companies, are to be read in accordance with subsection (1) (and references in such a case to a company which is a “UK member” or “non-UK member” of the group are to be read accordingly).

522“Residual business”U.K.

In this Part “residual business” means business which is not property rental business.

Chapter 2U.K.Requirements for being a UK REIT

Becoming a UK REITU.K.

523Notice for a group of companies to become a UK REITU.K.

(1)A group of companies becomes a group UK REIT if the principal company of the group gives a notice under this section.

(2)A notice under this section is a notice specifying a date from which the group is to be a UK REIT.

(3)The principal company of a group may only give a notice under this section if—

(a)it is a UK company, and

(b)section 236 of FISMA 2000 (open-ended investment companies) does not apply to it.

(4)If the principal company of a group gives a notice under this section, the group is a UK REIT from the date specified in the notice.

(5)In this Part “group UK REIT” means a group of companies the principal company of which has given a notice under this section.

(6)This section is subject to section 527(2) (requirements to be a group UK REIT).

524Notice for a company to become a UK REITU.K.

(1)A company becomes a company UK REIT if it gives a notice under this section.

(2)A notice under this section is a notice specifying a date from which the company is to be a UK REIT.

(3)A company may only give a notice under this section if—

(a)it is a UK company, and

(b)section 236 of FISMA 2000 (open-ended investment companies) does not apply to it.

(4)If a company gives a notice under this section, the company is a UK REIT from the date specified in the notice.

(5)In this Part “company UK REIT” means a company which has given a notice under this section.

(6)This section is subject to section 527(3) (requirements to be a company UK REIT).

525Notice under section 523 or 524: supplementaryU.K.

(1)A notice under section 523 or 524—

(a)must be given in writing to an officer of Revenue and Customs,

(b)must be given before the date specified in the notice,

(c)must be accompanied by a statement by the company giving the notice that each of [F1conditions A, B, C, E and F] in section 528 (conditions for company) is reasonably expected to be met in relation to the company throughout accounting period 1, and

(d)must contain such other information, and be accompanied by such other documents, as may be prescribed by regulations made by the Commissioners for Her Majesty's Revenue and Customs.

(2)Subsection (3) applies if the company giving the notice—

(a)does not expect to meet condition C in section 528 on the first day of accounting period 1, but

(b)reasonably expects to meet that condition throughout the rest of accounting period 1.

(3)If this subsection applies—

(a)subsection (1)(c) does not apply, but

(b)the notice must be accompanied by a statement by the company containing the assertions specified in subsection (4).

(4)Those assertions are—

(a)that conditions A, B, F2... E and F in section 528 are reasonably expected to be met in relation to the company throughout accounting period 1, and

(b)that condition C in that section is reasonably expected to be met in relation to the company for at least a part of the first day of accounting period 1, and throughout the remainder of the period.

F3(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3(6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3(7). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3(8). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(9)For the meaning of “accounting period 1”, see section 609.

526Duration of status as UK REITU.K.

Once a group or a company becomes a UK REIT, the group or company continues to be a UK REIT until it ceases to be a UK REIT in accordance with section 571, 572 or 578.

Being a UK REIT in relation to an accounting periodU.K.

527Being a UK REIT in relation to an accounting periodU.K.

(1)This section sets out the requirements that must be met if a group or company is to be a UK REIT in relation to an accounting period.

(2)In order for a group of companies in respect of which a notice has been given under section 523 to be a group UK REIT in relation to an accounting period—

(a)each of the conditions in section 528 (conditions for company) must be met in relation to the principal company throughout the accounting period,

[F4(aa)the condition in section 528A (further condition relating to shares) must be met in relation to the period [F5(but see subsection (3A))],]

(b)the group must throughout the period have property rental business in relation to which conditions A and B in section 529 are met [F6or in relation to which condition C is met] (whether or not the group also has other business),

(c)the condition in section 530 (distribution of profits) must be met in relation to the period,

(d)conditions A and B in section 531 (balance of business) must be met in relation to the period, and

(e)the principal company must prepare for the period, and submit to an officer of Revenue and Customs, financial statements under section 532.

(3)In order for a company which has given a notice under section 524 to be a company UK REIT in relation to an accounting period—

(a)each of the conditions in section 528 (conditions for company) must be met in relation to the company throughout the accounting period,

[F7(aa)the condition in section 528A (further condition relating to shares) must be met in relation to the period,] [F8(but see subsection (3A))]

(b)the company must throughout the period have property rental business in relation to which conditions A and B in section 529 are met [F9or in relation to which condition C is met] (whether or not the company also has other business),

(c)the condition in section 530 (distribution of profits) must be met in relation to the period, and

(d)conditions A and B in section 531 (balance of business) must be met in relation to the period.

[F10(3A)Subsections (2)(aa) and (3)(aa) do not apply in relation to a period, or to any part of a period, in respect of which condition C in section 528 is met as a result of subsection (3)(b) of that section.]

(4)Subsections (2) and (3) are subject to any relaxation of any condition in section 525, 558 or 559 or Chapter 8.

[F11(5)Subsections (2)(a) and (3)(a) are also subject to subsections (6) to (8).

(6)If the accounting period ends during the first 3-year period, condition D in section 528 does not have to be met.

(7)If the accounting period begins, but does not end, during the first 3- year period, condition D in section 528 only has to be met throughout the part of the accounting period falling after the end of the first 3- year period.

(8)In subsections (6) and (7) “the first 3-year period” means the period of 3 years beginning with the date specified in the notice given under section 523 or 524.]

528Conditions for companyU.K.

(1)Condition A is that the company is a UK company.

(2)Condition B is that section 236 of FISMA 2000 (open-ended investment companies) does not apply to the company.

(3)Condition C is that—

[F12(a)the shares forming the company's ordinary share capital are [F13admitted to trading] on a recognised stock exchange] [F14, or

(b)at least 70% of the shares forming the company’s ordinary share capital are owned by one or more institutional investors (see sections 528ZA and 528ZB).]

[F15(3A)Subsection (3B) applies where condition C ceases to be met in relation to a company UK REIT or the principal company of a group UK REIT as a result of subsection (3)(b) ceasing to apply in relation to that company.

(3B)The company is to be treated as if condition C continued to be met in relation to that company as a result of that subsection for the period of 12 months beginning with the day on which this subsection begins to apply.]

(4)Condition D is that the company—

(a)is not a close company, or

(b)is a close company only because it has as a participator (within the meaning given by section 454) [F16an institutional investor].

[F17(4A)Institutional investor” means any of the following persons—

(a)the trustee or manager of—

(i)an authorised unit trust scheme (as defined in section 237(3) of FISMA 2000), or

(ii)a unit trust scheme (as defined in section 237(1) of FISMA 2000) which is authorised under the law of a territory outside the United Kingdom in a way which makes it, under that law, the equivalent of an authorised unit trust scheme (as defined in section 237(3) of that Act);

(b)a company—

(i)which is an open-ended investment company (as defined in section 236(1) of FISMA 2000) incorporated by virtue of regulations under section 262 of that Act, or

(ii)which is incorporated under the law of a territory outside the United Kingdom and is, under that law, the equivalent of an open-ended investment company (as defined in section 236(1) of FISMA 2000);

(c)a person acting on behalf of a limited partnership which is a collective investment scheme (as defined in section 235 of FISMA 2000);

(d)the trustee or manager of a pension scheme (as defined in section 150(1) of FA 2004);

(e)a person acting in the course of a long-term insurance business (that is, the activity of effecting or carrying out contracts of long-term insurance within the meaning of the Financial Services and Markets (Regulated Activities) Order 2001 (S.I. 2001/544)) who—

(i)is authorised under FISMA 2000 to carry on such business, or

(ii)has an equivalent authorisation under the law of a territory outside the United Kingdom to carry on such business;

(f)a charity;

(g)a person registered under any of the following provisions (which provide for registers of social landlords)—

(i)in England, section 111 of the Housing and Regeneration Act 2008;

(ii)in Scotland, section 20 of the Housing (Scotland) Act 2010 (asp 17);

(iii)in Wales, section 1 of the Housing Act 1996;

(iv)in Northern Ireland, Article 14 of the Housing (Northern Ireland) Order 1992 (S.I. 1992/1725 (N.I. 15));

(h)a person who cannot be liable for corporation tax or income tax (as relevant) on the ground of sovereign immunity.

[F18(i)a UK REIT;

(j)a person who is resident in a territory outside the United Kingdom in accordance with the law of that territory relating to taxation and isF19... the equivalent of a UK REIT]

(4B)The Treasury may by regulations amend the definition of “institutional investor” by inserting, omitting or amending a description of person in subsection (4A).]

(5)For the purposes of subsection (4)(a) a company is to be treated as a close company if it is prevented from being a close company only by section 444 or 447(1)(a).

(6)Condition E is that—

(a)each share issued by the company either—

(i)forms part of the company's ordinary share capital, or

(ii)is a non-voting restricted preference share, and

(b)there is no more than one class of ordinary share issued by the company.

(7)For the purposes of condition E—

(a)“restricted preference share” means a share which is a restricted preference share (within the meaning of section 160) or would be but for the fact that it carries a right of conversion into shares or securities in the company, and

(b)a share is “non-voting” if it carries no right to vote at a general meeting of the company or if it carries a right to vote which is contingent on the non-payment of a dividend and which has not become exercisable.

(8)Condition F is that in the case of a loan in respect of which the company is a debtor—

(a)the loan creditor is not entitled to an amount by way of interest which depends to any extent on the results of all or part of the company's business or on the value of any of the company's assets,

(b)the loan creditor is not entitled to an amount by way of interest which exceeds a reasonable commercial return on the consideration lent, and

(c)the loan creditor is entitled on repayment to an amount which either does not exceed the consideration lent or is reasonably comparable with the amount generally repayable (in respect of an equal amount of consideration) under the terms of issue of securities listed on a recognised stock exchange.

(9)For the purposes of condition F a loan is not dependent on the results of the company's business merely because the terms of the loan provide—

(a)for the interest to be reduced in the event of the results improving, or

(b)for the interest to be increased in the event of the results deteriorating.

[F20528ZAListing requirement: ownership by institutional investorsU.K.

(1)This section applies for the purposes of section 528(3)(b) (listing requirement where at least 70% of shares are owned by institutional investors).

(2)A person “owns” ordinary share capital if the person owns it—

(a)directly,

(b)indirectly, or

(c)partly directly and partly indirectly.

(3)Sections 1155 to 1157 (meaning of “indirect ownership” and calculation of amounts owned indirectly) apply for the purposes of subsection (2).

(4)For the purposes of sections 1155 to 1157 as applied by subsection (3), treat references to a body corporate as including—

(a)an exempt unauthorised unit trust,

(b)anything which is included in references to a body corporate for the purposes of paragraph 46 of Schedule 5AAA to the TCGA 1992 (UK property rich collective investment vehicles etc) (see sub-paragraph (12) of that paragraph), and

(c)an authorised contractual scheme which is a co-ownership scheme,

and, in relation to an entity within paragraph (a), (b) or (c), references to ordinary share capital are to be treated as references to units or other corresponding interests in the entity concerned.

(5)A person is also to be regarded as owning ordinary share capital in a company in circumstances where the person would be regarded as holding shares in a company under paragraphs 12 and 13 of Schedule 7AC to TCGA 1992 (exemptions for disposals by companies with substantial shareholding).

(6)Where the assets of a partnership include ordinary share capital of a company, each partner is to be regarded as owning a proportion of that share capital equal to the partner’s proportionate interest in that ordinary share capital.

(7)But subsection (6) does not apply in relation to a limited partnership which is a collective investment scheme as mentioned in section 528(4A)(c) at any time when the partnership meets the genuine diversity of ownership condition (see section 528ZB(2)).

(8)In subsection (4)—

• “authorised contractual scheme” and “co-ownership scheme” have the meanings given by sections 237(3) and 235A, respectively, of FISMA 2000;

• “exempt unauthorised unit trust” has the same meaning as in the Unauthorised Unit Trusts (Tax) Regulations 2013 (S.I. 2013/2819).

528ZBListing requirement: collective investment schemesU.K.

(1)For the purposes of section 528(3)(b) (listing requirement where at least 70% of shares are owned by institutional investors), where shares are owned by a person acting on behalf of a limited partnership which is a collective investment scheme as mentioned in section 528(4A)(c), the person is to be treated as an institutional investor only if the collective investment scheme meets the genuine diversity of ownership condition.

(2)A collective investment scheme meets the genuine diversity of ownership condition at any time if, at that time, [F21the scheme meets or, if the scheme is part of multi-vehicle arrangements, the arrangements meet]—

(a)the conditions in regulation 75(2), (3) and (4)(a) of the Offshore Funds (Tax) Regulations 2009 (S.I. 2009/3001), or

(b)the condition in regulation 75(5) of those Regulations (assuming for this purpose that regulation 75(4)(b) is omitted),

F22....

[F23(2A)For the purposes of subsection (2), those Regulations have effect as if references to a fund included—

(a)multi-vehicle arrangements, and

(b)a collective investment scheme which is not an offshore fund.]

(3)For the purposes of determining whether a collective investment scheme meets the genuine diversity of ownership condition as mentioned in subsection (2), the fact that (for any reason) the capacity of [F24the scheme] to receive investments is limited does not prevent regulation 75(3) of the Offshore Funds (Tax) Regulations 2009 (including as it applies for the purposes of regulation 75(5) of those Regulations) from being met.

(4)Subsection (3) does not apply if—

(a)the limited capacity of the scheme to receive investments is fixed by the documents of the [F25scheme] (or otherwise), and

(b)a pre-determined number of specific persons, or specific groups of connected persons, make investments in the [F25scheme] that collectively exhaust all, or substantially all, of that capacity.

(5)For the purposes of determining whether a collective investment scheme constituted before 1 April 2022 meets the genuine diversity of ownership condition as mentioned in subsection (2), it is to be assumed that regulation 75(2) of the Offshore Funds (Tax) Regulations 2009 (including as it applies for the purposes of regulation 75(5) of those Regulations) has effect as if it referred to a statement prepared by the manager of the scheme, available to HMRC, which—

(a)specifies the intended categories of investor when the scheme was marketed,

(b)confirms that the interests in the scheme were made widely available, and

(c)confirms that interests in the scheme were marketed and made available in accordance with the requirements of regulation 75(4)(a) of those Regulations (and that provision is to be read accordingly).

[F26(6)Where the collective investment scheme is part of multi-vehicle arrangements, subsections (3) to (5) apply as if references to “the scheme” included the multi-vehicle arrangements.

(7)In this section “multi-vehicle arrangements” means arrangements comprising two or more schemes under which an investor in one of those schemes would reasonably regard that investment as an investment in the arrangements as a whole rather than exclusively in any particular scheme.]]

[F27528AFurther condition relating to sharesU.K.

(1)In the case of a group UK REIT, the condition in this section is met in relation to an accounting period if—

(a)throughout the accounting period, the shares forming the principal company's ordinary share capital meet the requirement of section 1137(2)(b) (definition of “listed” in relation to shares), or

(b)during the accounting period, shares forming part of the principal company's ordinary share capital are traded on a recognised stock exchange.

(2)In the case of a company UK REIT, the condition in this section is met in relation to an accounting period if—

(a)throughout the accounting period, the shares forming the company's ordinary share capital meet the requirement of section 1137(2)(b) (definition of “listed” in relation to shares), or

(b)during the accounting period, shares forming part of the company's ordinary share capital are traded on a recognised stock exchange.

(3)This section is subject to section 528B.]

[F27528BRelaxation of section 528A condition for accounting periods 1 to 3U.K.

(1)This section relaxes the requirements of section 528A in relation to accounting period 1, accounting period 2 and accounting period 3.

(2)In the case of a group UK REIT, the condition in section 528A is met in relation to accounting period 1, accounting period 2 and accounting period 3 if—

(a)at the end of the relevant period, the shares forming the principal company's ordinary share capital meet the requirement of section 1137(2)(b) (definition of “listed” in relation to shares), or

(b)during the relevant period, shares forming part of the principal company's ordinary share capital are traded on a recognised stock exchange.

(3)In the case of a company UK REIT, the condition in section 528A is met in relation to accounting period 1, accounting period 2 and accounting period 3 if—

(a)at the end of the relevant period, the shares forming the company's ordinary share capital meet the requirement of section 1137(2)(b) (definition of “listed” in relation to shares), or

(b)during the relevant period, shares forming part of the company's ordinary share capital are traded on a recognised stock exchange.

(4)In this section—

• “accounting period 2” means the accounting period following accounting period 1,

• “accounting period 3” means the accounting period following accounting period 2, and

• “the relevant period” means the period consisting of accounting period 1, accounting period 2 and accounting period 3.]

529Conditions as to property rental businessU.K.

(1)Condition A is that the property rental business involves at least 3 properties.

(2)Condition B is that no single property represents more than 40% of the total value of the properties involved in the property rental business.

[F28(2A)Condition C is that the property rental business involves at least 1 property—

(a)the value of which is equal to, or exceeds, £20 million at the relevant time, and

(b)which is designed, fitted or equipped for the purpose of being rented, and is rented or available for rent, as a commercial unit.

(2B)For the purposes of subsection (2A) the “relevant time” means—

(a)where the group or company is a UK REIT and its property rental business previously met conditions A and B, the first day on which at least one of those conditions ceased to be met, or

(b)otherwise, entry.]

(3)For the purposes of conditions A [F29to C] the property rental businesses of the members of a group are to be treated as a single business.

(4)For the purposes of conditions A [F30to C]—

(a)a reference to a property “involved” in a business is a reference to an estate, interest, or right by the exploitation of which the business is conducted,

(b)a property is a single property if it is designed, fitted or equipped for the purpose of being rented, and it is rented or available for rent, as a commercial or residential unit (separate from any other commercial or residential unit),

(c)assets must be valued in accordance with international accounting standards,

(d)where international accounting standards offer a choice of valuation between cost basis and fair value, fair value must be used, and

(e)no account is to be taken of liabilities secured against or otherwise relating to assets (whether generally or specifically).

(5)If a percentage of the profits of property rental business of a member of a group UK REIT is excluded from a financial statement in accordance with section 533(3), that percentage of the member's property rental business is to be ignored for the purposes of subsection (2).

530Condition as to distribution of profitsU.K.

[F31(1)In the case of a group UK REIT, the condition in this section is met in relation to an accounting period if—

(a)so much of the group's UK profits arising in the period as are UK REIT investment profits (see section 549A), and

(b)at least 90% of the rest of the group's UK profits arising in the period,

are distributed by the principal company of the group on or before the filing date for the principal company's tax return for the period (see paragraph 14 of Schedule 18 to FA 1998).]

(2)In subsection (1) “UK profits” means the sum of the profits of members of the group as shown in the financial statement under section 532(2)(b) (group's property rental business in UK).

(3)Subsection (1) is to be ignored so far as—

(a)the condition applies to profits of the property rental business attributable to a member of the group, and

(b)compliance with the condition by the member would (if the condition applied to it) be unlawful as a result of a relevant enactment.

[F32(4)In the case of a company UK REIT, the condition in this section is met in relation to an accounting period if—

(a)so much of the profits of the company's property rental business arising in the period as are UK REIT investment profits (see section 549A), and

(b)at least 90% of the rest of the profits of the company's property rental business arising in the period,

are distributed on or before the filing date for the company's tax return for the period (see paragraph 14 of Schedule 18 to FA 1998).

(4A)For the purposes of subsection (4) profits of the company's property rental business are to be calculated in accordance with section 599.]

(5)Subsection (4) is to be ignored so far as compliance with the condition would be unlawful as a result of a relevant enactment.

(6)A distribution that is withheld in order to prevent or reduce a charge to tax arising under section 551 (distribution to holder of excessive rights) is to be treated for the purposes of this section as having been made.

[F33(6A)In this section, references (however expressed) to a distribution are to either or both of the following—

(a)a dividend in cash, and

(b)share capital issued in lieu of a cash dividend.

(6B)Section 1051(2) to (4) (meaning of “share capital issued in lieu of a cash dividend”) applies for the purposes of subsection (6A) as it applies for the purposes of section 1049(1)(a).

(6C)Subsection (6D) applies if—

(a)(apart from that subsection) there would be a a failure to meet the condition in this section in relation to an accounting period, and

(b) that failure would arise solely by reason of the operation, by virtue of section 599A(2), of section 412(2) of ITTOIA 2005 (substitution of market value) in relation to any distributions within subsection (6A)(b).

(6D)Subsection (1) or (4) (as the case may be) is to have effect in relation to that accounting period as if for the words “on or before” there were substituted “before the end of the period of [F346] months beginning with”.]

(7)In this section “relevant enactment” means—

(a)an enactment (including Northern Ireland legislation and an Act of the Scottish Parliament), or

(b)an enactment of a jurisdiction outside the United Kingdom if the enactment is prescribed, or is of a kind prescribed, for the purposes of this paragraph in regulations made by the Commissioners for Her Majesty's Revenue and Customs.

[F35530ACondition as to distribution of profits: increase in profits after delivery of tax returnU.K.

(1)Section 530(1) applies subject to subsection (2) below in relation to an accounting period if—

(a)the principal company of the group delivered with its tax return for the period the financial statement under section 532(2)(b) showing the amount of the UK profits of the group arising in the period, and

(b)as at the relevant date, those profits have been increased from the amount originally shown in the statement.

(2)Any distribution of those profits made by the principal company before the end of the relevant period is to be treated as having been made within the deadline set by section [F36530(1) ] .

(3)But the total amount of profits that may be treated as having been distributed within that deadline by virtue of subsection (2) is limited to 90% of the amount of the increase in profits.

(4)In subsections (1) and (2) (and this subsection)—

• “the relevant date” means the date on which the principal company's tax return can no longer be amended,

• “the relevant period” means the period of 3 months beginning with the relevant date, and

• “UK profits” has the meaning given by section 530(2).

(5)Section 530(4) applies subject to subsection (6) below in relation to an accounting period if—

(a)the company delivered its tax return for the period showing the amount of the profits of its property rental business arising in the period as calculated in accordance with section 599, and

(b)as at the relevant date, those profits have been increased from the amount originally shown in the return.

(6)Any distribution of those profits made before the end of the relevant period is to be treated as having been made within the deadline set by section [F37530(4)] .

(7)But the total amount of profits that may be treated as having been distributed within that deadline by virtue of subsection (6) is limited to 90% of the amount of the increase in profits.

(8)In subsections (5) and (6) (and this subsection)—

• “the relevant date” means the date on which the company's tax return can no longer be amended, and

• “the relevant period” means the period of 3 months beginning with the relevant date.

(9)In this section “distribution” is to be read in accordance with section 530(6A) and (6B).]

[F38(10)This section cannot be relied upon to satisfy the requirement of section 530(1)(a) or (4)(a).]

531Conditions as to balance of businessU.K.

(1)Condition A is that in the accounting period profits of property rental business are at least 75% of the aggregate profits of the group or company (as the case may be).

(2)“Aggregate profits”, in the case of a group, means the sum of—

(a)the profits of property rental business of members of the group F39..., and

(b)the profits of residual business of members of the group F40...

[F41(2A)Where the matters mentioned in section 533(1)(a) to (ca) must be specified in a financial statement under section 532(2)(a) or (c) in relation to each member of a group (see section 533(1C))—

(a)the reference in subsection (2)(a) to the profits of property rental business of members of the group are to those profits as shown in the financial statement under section 532(2)(a), and

(b)the reference in subsection (2)(b) to the profits of residual business of members of the group are to those profits as shown in the financial statement under section 532(2)(c).]

(3)“Aggregate profits”, in the case of a company, means the sum of—

(a)profits of property rental business of the company, and

(b)profits of residual business of the company.

(4)F42... References in subsections [F43(1) to (3)] to profits are to profits before deduction of tax, calculated in accordance with international accounting standards, and excluding—

(a)realised and unrealised gains and losses on the disposal of property,

(b)changes in the fair value of hedging derivative contracts (within the meaning given by section 599(4)), F44...

(c)items which are outside the ordinary course of the group's or, as the case may be, the company's business (irrespective of their treatment in the group's or company's accounts), having regard to that group's or company's past transactions[F45, and

(d)profits of residual business of the company or, as the case may be, group resulting from compliance with planning obligations entered into in accordance with section 106 of the Town and Country Planning Act 1990 in the course of the property rental business of the company or group.]

[F46(4A)In the case of a group, for the purposes of subsections (1) and (2) a distribution falling within section 549A(6) or (8) received by a member of the group is to be treated as profits of a property rental business in accordance with section 549A(1) notwithstanding section 549A(5).

(4B)In the case of a company, for the purposes of subsections (1) and (3) a distribution falling within section 549A(6) or (8) received by the company is to be treated as profits of a property rental business in accordance with section 549A(1) notwithstanding section 549A(5).]

[F47(5)Condition B is that at the beginning of the accounting period the sum of—

(a)the value of the assets relating to property rental business, and

(b)the value of the assets relating to residual business so far as consisting of cash [F48or relevant UK REIT shares ] ,

is at least 75% of the total value of assets held by the group or company (as the case may be).]

(6)For the purposes of condition B as it applies in the case of a group [F49, where the matters mentioned in section 533(1)(d) must be specified in a financial statement under section 532(2)(a) and (c) in relation to each member of the group (see section 533(1G))]—

(a)the amount shown in the financial statement under section 532(2)(a) as the amount of the assets of members of the group is to be treated as the amount of the assets relating to property rental business, and

(b)the amount shown in the financial statement under section 532(2)(c) as the amount of the assets of members of the group is to be treated as the amount of the assets relating to residual business [F50(and the amount of the group's cash [F51and relevant UK REIT shares ] is to be determined accordingly)] .

(7)For the purposes of condition B as it applies in the case of a company—

(a)an asset relates to property rental business if it would be shown as an asset if separate accounts were prepared for the property rental business,

(b)assets must be valued in accordance with international accounting standards,

(c)where international accounting standards offer a choice of valuation between cost basis and fair value, fair value must be used, and

(d)no account is to be taken of liabilities secured against or otherwise relating to assets (whether generally or specifically).

[F52(7A)References in subsections (5) to (7) to assets are to assets excluding—

(a)assets held solely in connection with the items mentioned in subsection (4)(b) and (c), and

(b)assets of residual business of members of the group or of the company held solely as a result of compliance with planning obligations entered into as mentioned in subsection (4)(d).]

[F53(8)In this section “cash” means—

(a)money held on deposit (whether or not in sterling),

(b)stocks or bonds of any description included in Part 1 of Schedule 11 to FA 1942 (gilts), or

(c)money held in any other way, or any investment of any other form, specified in regulations made by the Commissioners for Her Majesty's Revenue and Customs.]

[F54(9)In this section “relevant UK REIT shares” means—

(a)in the case of a group UK REIT, shares held by a member of the group in the principal company of another group UK REIT or in a company UK REIT, and

(b)in the case of a company UK REIT, shares held by the company in the principal company of a group UK REIT or in another company UK REIT.]

532Financial statements for group UK REITsU.K.

(1)This section and section 533 set out the requirements referred to in section 527(2)(e) for financial statements in relation to a group UK REIT for an accounting period.

(2)The principal company must prepare—

(a)a financial statement for the group's property rental business for the accounting period,

(b)a financial statement for the group's property rental business in the United Kingdom for the period, and

(c)a financial statement for the group's residual business for the period.

(3)The reference in subsection (2)(b) to the group's property rental business in the United Kingdom is a reference to—

(a)property rental business of UK members of the group, and

(b)UK property rental business of other members.

533Financial statements: supplementaryU.K.

(1)A financial statement under section 532(2)(a) or (c) must specify, in relation to F55... the group—

(a)profits (calculated in accordance with international accounting standards),

(b)expenses (calculated in accordance with international accounting standards),

(c)profits before tax excluding gains or losses on property (whether realised or not) calculated in accordance with international accounting standards, F56...

[F57(ca)the items specified in section 531(4)(b) to (d), and]

(d)assets [F58, including assets within subsection (1ZA),] valued—

(i)at the beginning of the accounting period,

(ii)in accordance with international accounting standards,

(iii)using fair value where there is a choice, and

(iv)ignoring liabilities secured against or otherwise relating to the assets.

[F59(1ZA)Assets are within this subsection if they are held solely—

(a)in connection with the items mentioned in section 531(4)(b) and (c), or

(b)as a result of compliance with planning obligations entered into as mentioned in section 531(4)(d).]

[F60(1A)The profits and gains of the UK property rental business of a non-UK member of the group are to be treated as if they were profits and gains of a UK resident member of the group for the purposes of a financial statement under section 532(2)(a).]

[F61(1B)Subsection (1C) applies where in the accounting period for which statements are prepared under section 532(2) profits of the group’s property rental business are less than 80% of the sum of—

(a)the profits of property rental business of the group, and

(b)the profits of residual business of the group.

(1C)In addition to being specified in relation to the group, the matters mentioned in subsection (1)(a) to (ca) must be specified in a financial statement under section 532(2)(a) or (c) in relation to each member of the group.

(1D)For the purposes of establishing whether subsection (1C) applies—

(a)the references to profits in subsection (1B) are to profits determined in the same way as profits are determined in accordance with section 531(4);

(b)any expenses relating to both property rental business and residual business are to be apportioned on a just and reasonable basis.

(1E)Where the effect of subsections (1B) and (1C) is that there is no requirement to specify in a financial statement for an accounting period under section 532(2)(a) or (c) the matters mentioned in subsection (1)(a) to (ca) in relation to each member of a group, it is to be assumed that the group meets condition A in section 531(1) in relation to that accounting period.

(1F)Subsection (1G) applies where, at the beginning of the accounting period for which statements are prepared under section 532(2), the sum of—

(a)the value of the assets relating to property rental business, and

(b)the value of the assets relating to residual business so far as consisting of cash or relevant UK REIT shares,

is less than 80% of the total value of assets held by the group.

(1G)In addition to being specified in relation to the group, the matters mentioned in subsection (1)(d) must be specified in a financial statement under section 532(2)(a) or (c) in relation to each member of the group.

(1H)For the purposes of establishing whether subsection (1G) applies, references to assets in subsection (1F) are to the assets excluding—

(a)assets held solely in connection with the items mentioned in section 531(4)(b) and (c), and

(b)assets held solely as a result of compliance with planning obligations entered into as mentioned in section 531(4)(d).

(1I)Where the effect of subsections (1F) and (1G) is that there is no requirement to specify in a financial statement for an accounting period under section 532(2)(a) or (c) the matters mentioned in subsection (1)(d) in relation to each member of a group, it is to be assumed that the group meets condition B in section 531(5) in relation to that accounting period.]

(2)A financial statement under section 532(2)(b) must specify profits (calculated in accordance with section 599) for each member of the group.

(3)If a non-member of the group holds a percentage of the beneficial interest in a member of the group (other than the principal company), the financial statements under section 532(2) must exclude that percentage of profits, expenses, gains, losses, assets and liabilities of the member.

(4)Percentages of beneficial interest for the purposes of subsection (3) are to be determined by reference to beneficial entitlement to profits available for distribution to equity holders.

(5)The Commissioners for Her Majesty's Revenue and Customs may by regulations—

(a)make further provision relating to the content of a financial statement under section 532,

(b)prescribe the form of a financial statement, and

(c)specify a time before which a financial statement must be submitted to an officer of Revenue and Customs.

(6)Regulations under subsection (5)(a) may in particular—

(a)permit or require apportionment or otherwise prescribe or refer to accounting practice;

(b)provide for the inclusion or exclusion of specified profits, expenses, gains, losses, assets and liabilities;

(c)make provision about the treatment of an interest in a business held by a member.

Chapter 3U.K.Tax treatment of profits and gains of UK REITs

534ProfitsU.K.

(1)Profits of property rental business of a UK company which is, or is a member of, a UK REIT are not charged to corporation tax.

(2)Profits of UK property rental business of a non-UK member of a group UK REIT are not charged to corporation tax.

[F62(3)Profits which—

(a)arise from the residual business of a UK company which is, or is a member of, a UK REIT, and

(b)are charged to corporation tax,

are to be charged at a rate determined without reference to sections 18A and 18B (companies with small profits).]

F63(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)If a percentage of the profits of property rental business of a member of a group UK REIT is excluded from a financial statement in accordance with section 533(3), that percentage of those profits is to be treated for corporation tax purposes as profits of residual business of the member.

(5)For the purposes of subsections (1) and (2) profits are to be calculated in accordance with section 599.

535GainsU.K.

(1)A gain on the disposal of an asset is not a chargeable gain if—

(a)the gain accrues to a company which is, or is a member of, a UK REIT, and

(b)condition A or B is met in relation to the asset.

(2)Condition A is that the asset was used wholly and exclusively for the purposes of property rental business of the company.

(3)Condition B is that the asset was used during one or more periods of (in total) less than a year—

(a)partly for the purposes of property rental business of the company, and

(b)partly for the purposes of residual business of the company,

but was otherwise used as mentioned in subsection (2).

(4)Subsection (5) applies if a gain accrues to a company which is, or is a member of, a UK REIT on the disposal of an asset which for one or more periods of (in total) at least a year has been used—

(a)partly for the purposes of property rental business of the company, and

(b)partly for the purposes of residual business of the company.

(5)Such part of the gain as may reasonably be attributed to property rental business of the company, having regard to—

(a)the extent to which the asset was used for the different purposes, and

(b)the length of the periods during which it was used for those purposes,

is not a chargeable gain.

[F64(6)Gains which—

(a)accrue to residual business of a company which is, or is a member of, a UK REIT, and

(b)are charged to corporation tax,

are to be charged at a rate determined without reference to sections 18A and 18B (companies with small profits).]

F65(6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7)If a percentage of the gains of property rental business of a member of a group UK REIT is excluded from a financial statement in accordance with section 533(3), that percentage of those gains is to be treated for corporation tax purposes as gains of the member's residual business.

(8)This section has effect in relation to a non-UK member of a group UK REIT as if references to property rental business of the member were to its UK property rental business.

(9)This section is to be read as if it were contained in TCGA 1992.

[F66535AGains: disposals of rights or interests in UK property rich companiesU.K.

(1)This section applies if—

(a)a company (“A”) which is, or is a member of, a UK REIT disposes of an asset, and

(b)the asset consists of a right or an interest in a company (“B”) which is UK property rich.

(2)The appropriate proportion of a gain accruing to A on the disposal is not a chargeable gain.

(3)The asset disposed of is regarded for the purposes of section 550 as used for the purposes of A’s property rental business to an extent equal to the appropriate proportion.

(4)In the case of a non-UK member of a group UK REIT, this section has effect as if any reference to property rental business of the member were to its UK property rental business.

(5)In relation to a disposal of a right or interest in B—

(a)B is “UK property rich” for the purposes of this section if the disposal would be regarded for the purposes of Schedule 1A to TCGA 1992 as a disposal of an asset deriving at least 75% of its value from UK land, and

(b)any reference in this section to “the appropriate proportion” is to the proportion that, at the beginning of the accounting period in which the disposal is made, the value of B’s relevant PRB assets bears to the total value of B’s assets.

(6)For the purposes of subsection (5)(b)—

(a)“the value of B’s relevant PRB assets” means the value of B’s assets deriving (directly or indirectly) from assets used for the purposes of UK property rental business,

(b)B’s assets are to be valued in accordance with section 533(1)(d), and

(c)if the asset disposed of was acquired after the beginning of the accounting period, it is to be assumed that an accounting period began on the day on which the disposal is made.

(7)Any reference in this section to the disposal of a right or interest in B includes the disposal of a right or interest in an offshore collective investment vehicle (a “relevant fund”)—

(a)to which paragraph 8 of Schedule 5AAA to TCGA 1992 applies, but

(b)in relation to which an election under that paragraph has not been made.

(8)In the case of a disposal which is, as a result of subsection (7), a disposal of a right or interest in B, the value of B’s relevant PRB assets for the purposes of subsection (5)(b) is taken to be—

(a)the value of B’s assets that are used for the purposes of UK property rental business, plus

(b)the value of B’s assets deriving indirectly from assets held by a relevant fund that are used for the purposes of UK property rental business.

(9)This section is to be read as if it were contained in TCGA 1992.

(10)Apart from subsection (7) of section 535, nothing else in that section applies in relation to a disposal to which this section applies.

(11)This section does not apply to a gain—

(a)if sub-paragraph (3) of paragraph 3A of Schedule 7AC to TCGA 1992 applies in relation to the gain (no chargeable gain accruing on disposals of certain shares by qualifying institutional investors), or

(b)so far as sub-paragraph (4) of that paragraph applies to reduce the amount of the gain.

535BSection 535A: use of pre-April 2019 residual business losses or deficitsU.K.

(1)In determining the amount of a gain accruing to a company which is not to be a chargeable gain as a result of section 535A, any pre-April 2019 residual business losses or deficits which—

(a)have not been deducted from (or taken into account in calculating) other profits or gains (of any kind) of the company or any other person, and

(b)have not previously been deducted under this subsection,

may be deducted from the gain.

(2)For this purpose “pre-April 2019 residual business losses or deficits” means—

(a)allowable losses accruing on disposals made before 6 April 2019, or

(b)deficits or other losses for accounting periods ending before that date,

which would otherwise have been deducted from (or taken into account in calculating) profits or gains (of any kind) accruing to residual business of the company.

(3)If an accounting period (a “straddling period”) begins before and ends on or after 6 April 2019—

(a)so much of the straddling period as falls before that date, and so much of it as falls on or after that date, are to be treated as separate accounting periods, and

(b)if it is necessary to apportion an amount for the straddling period to the two separate accounting periods, it is to be apportioned—

(i)on a time basis according to the respective length of the separate accounting periods, or

(ii)if that would produce a result that is unjust or unreasonable, on a just and reasonable basis.]

[F67(4)In determining, for the purposes of subsection (2)(a), the amount of allowable losses accruing on disposals made before 6 April 2019 which would otherwise have been deducted from gains accruing to residual business of the company, section 269ZBA (restriction on deductions) is to be ignored.]

Chapter 4U.K.Entering the UK REIT regime

536Effects of entry: corporation taxU.K.

(1)Property rental business carried on before entry by a company which becomes, or becomes a member of, a UK REIT (an “incoming company”) is to be treated for corporation tax purposes as ceasing at entry.

(2)Assets which immediately before entry are involved in property rental business of an incoming company are to be treated for corporation tax purposes as being—

(a)sold by the pre-entry company immediately before entry, and

(b)reacquired immediately after entry by the company so far as it carries on property rental business.

(3)The sale and reacquisition deemed under subsection (2) is to be treated as being for a consideration equal to the market value of the assets.

(4)A gain accruing as a result of subsection (2) is not a chargeable gain.

(5)For corporation tax purposes, one accounting period of an incoming company ends on entry and a new one begins.

(6)In the case of a group UK REIT—

(a)if a percentage of the assets of a member of the group is excluded from a financial statement in accordance with section 533(3), that percentage of those assets is to be ignored in the application of subsection (2) to the member, and

(b)this section has effect in relation to a non-UK member of the group as if references to property rental business were references to UK property rental business of the member.

(7)This section does not apply if—

(a)a company which was a member of one group UK REIT becomes a member of a different group UK REIT, or

(b)a company which was a company UK REIT becomes a member of a group UK REIT.

(8)This section and section 537 are subject to section 559 (demergers: company leaving group UK REIT).

(9)For the meaning of “entry”, see section 607(1).

537Effects of entry: CAA 2001U.K.

(1)Subsections (2) to (4) apply for the purposes of CAA 2001.

(2)The sale and reacquisition deemed under section 536(2)—

(a)does not give rise to allowances or charges, and

(b)does not enable an election to be made under section 198 or 199 of CAA 2001 (apportionment).

(3)Section 536(3) (deemed consideration for sale and reacquisition) does not apply.

(4)Anything done by or to a company which becomes, or becomes a member of, a UK REIT in relation to an asset which is deemed under section 536(2) to be sold and reacquired is to be treated after entry as having been done by or to the company so far as it carries on property rental business.

F68538Entry chargeU.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F68539Calculation of the notional amountU.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F68540Election to treat notional income as arising in instalmentsU.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Chapter 5U.K.Assets etc

Ring-fencing of property rental businessU.K.

541Ring-fencing of property rental businessU.K.

(1)This section applies—

(a)in the case of a group UK REIT, to the group and to each company which is a member of the group, and

(b)to a company UK REIT.

(2)For corporation tax purposes property rental business of the group or company is treated as a separate business, distinct from—

(a)business of the pre-entry group or pre-entry company,

(b)residual business of the group or company, and

(c)business of the post-cessation group or post-cessation company.

(3)For corporation tax purposes the group or company is treated as a separate group or company so far as it carries on property rental business, distinct from—

(a)the pre-entry group or pre-entry company,

(b)the group or company so far as it carries on residual business, and

(c)the post-cessation group or post-cessation company.

(4)In particular—

(a)a loss made in property rental business may not be set off against profits of residual business,

(b)a loss made in residual business may not be set off against profits of property rental business,

(c)a loss made in business carried on before entry may not be set off against profits of property rental business,

(d)a loss made in property rental business may not be set off against profits of business carried on after cessation (in respect of business of any kind), and

(e)receipts accruing after entry but relating to business carried on before entry are not treated as receipts of property rental business.

(5)Nothing in this section prevents a loss made in business carried on before entry from being set off against profits of residual business.

(6)In subsections (4) and (5) references to a loss include references to a deficit, expense, charge or allowance.

(7)If a percentage of the profits of property rental business of a member of a group UK REIT is excluded from a financial statement in accordance with section 533(3), that percentage of those profits is to be treated for the purposes of this section as profits of the member's residual business.

(8)This section has effect in relation to a non-UK member of a group, as if references to property rental business were references to UK property rental business.

(9)For the meaning of “cessation”, see section 607(2).

542Disapplication of certain provisionsU.K.

(1)Section 66 (ring-fencing of losses from overseas property business) does not apply to property rental business of a UK company which is, or is a member of, a UK REIT.

(2)Sections 166 to 171 of TIOPA 2010 (transfer pricing: exemption for small and medium enterprises) do not apply to a UK company which is, or is a member of, a UK REIT (whether to property rental business or residual business of the company).

Profits: financing-cost ratioU.K.

543Profit: financing-cost ratioU.K.

(1)This section applies to a UK REIT if the result of the calculation in subsection (2) is less than 1.25 for an accounting period [F69(unless it is nil or a negative amount)] .

(2)The calculation is—

[F70(3)The excess is charged to corporation tax in relation to the accounting period under the charge to corporation tax on income.

(3A)“The excess” means—

(a)the amount equal to—

(i)PFC, minus

(ii)the property financing costs which would cause the calculation in subsection (2) to equal 1.25 for the accounting period, or

(b)if less, the amount equal to 20% of PP.]

(4)The excess is treated as profits of residual business—

(a)in the case of a group UK REIT, of the principal company of the group, and

(b)in the case of a company UK REIT, of the company.

[F71(5)Accordingly, it is charged to corporation tax at the main rate of corporation tax.]

F72(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6)No loss, deficit, expense or allowance may be set off against the excess.

(7)The Commissioners for Her Majesty's Revenue and Customs may waive a charge to corporation tax under this section in respect of an accounting period if they think that—

(a)the company was in severe financial difficulties at a time in the accounting period,

(b)the result of the calculation in subsection (2) is less than 1.25 in respect of the accounting period because of circumstances that arose unexpectedly, and

(c)in those circumstances the company could not reasonably have taken action to avoid the result being less than 1.25.

(8)The Treasury may make regulations which specify criteria to be applied by the Commissioners in determining whether to waive a charge under subsection (7).

544Meaning of “property profits” and “property financing costs”U.K.

(1)For the purposes of section 543 “property profits” for an accounting period means—

(a)in the case of a group UK REIT, the sum of the profits of property rental business of members of the group that arise in the period, as shown in the financial statement under section 532(2)(b), and

(b)in the case of a company UK REIT, the amount of the profits of the company's property rental business (calculated in accordance with section 599) that arise in the period.

(2)References in subsection (1) to a company's profits are to its profits before the offset of—

(a)capital allowances,

(b)losses from a previous accounting period, and

(c)amounts taken into account as a result of section 599(3).

(3)For the purposes of section 543 “property financing costs” for an accounting period means—

(a)in the case of a group UK REIT, the amount of the financing costs incurred in respect of property rental business of members of the group, excluding financing costs owed by one member of the group to another, as shown in the financial statement under section 532(2)(a), and

(b)in the case of a company UK REIT, the amount of the financing costs incurred in the period in respect of the company's property rental business.

(4)In subsection (3) “financing costs” means the cost of debt finance.

(5)In calculating the costs of debt finance in relation to an accounting period the matters to be taken into account [F73are—

(a) interest payable on borrowing,

(b) amortisation of discounts relating to borrowing,

(c) amortisation of premiums relating to borrowing,

(d) the financing expense implicit in payments made under finance leases, F74...

(e) alternative finance return (as defined in sections 511 to 513 of CTA 2009). ]

[F75(f)periodic payments or receipts so far as they—

(i)are from any derivative contract or other arrangement entered into as a hedge of risk in connection with borrowing, and

(ii)are attributable to the hedge, and

(g)amortisation of discounts and premiums relating to a derivative contract or other arrangement within paragraph (f)]

[F76(5A)In subsection (5) “finance lease” means—

(a)in relation to any person, a lease that, in accordance with generally accepted accounting practice, falls (or would fall) to be treated in the accounts of that person as a finance lease or loan, or

(b)in relation to a lessee under a right-of-use lease, a lease that would fall to be treated in the accounts of the lessee as a finance lease if the lessee were required under generally accepted accounting practice to determine whether the lease falls to be so treated.

(5B)In subsection (5A)(b) “right-of-use lease” has the meaning given in Part 2 of CAA 2001 (see section 70YI(1) of that Act).]

[F77(6)The Treasury may by regulations amend the list of matters in subsection (5) by inserting, omitting or amending a description of a matter.]

Cancellation of tax advantageU.K.

545Cancellation of tax advantageU.K.

(1)If an officer of Revenue and Customs thinks that a company which is, or is a member of, a UK REIT has tried to obtain a tax advantage for itself or another person, the officer may give a notice to the company specifying the tax advantage.

(2)Subsections (3) and (4) apply if a notice is given under subsection (1).

(3)The tax advantage is to be counteracted, in accordance with the notice, by an adjustment by way of—

(a)an assessment;

(b)the cancellation of a right of repayment;

(c)a requirement to return a repayment already made;

(d)the calculation or recalculation of profits or gains, or liability to tax, on a basis specified in the notice.

(4)An officer of Revenue and Customs may (in addition to the adjustment under subsection (3)) assess the company to such amount of corporation tax or income tax (as the case may be) as the officer thinks is equivalent to the value of the tax advantage.

(5)For the purposes of this section “tax advantage” has the meaning given by section 1139F78....

(6)But a company does not obtain a tax advantage merely because it is, or is a member of, a UK REIT unless the company does anything (whether before or while it is, or is a member of, the UK REIT) which in the opinion of an officer of Revenue and Customs is wholly or principally designed—

(a)to create or inflate or apply a loss, deduction or expense (whether or not made or incurred by the company), or

(b)to have another effect of a kind specified for the purposes of this subsection by regulations made by the Treasury.

546Appeal against notice under section 545U.K.

(1)A company which receives a notice under section 545(1) may appeal.

(2)An appeal must be made by notice given in writing to an officer of Revenue and Customs during the period of 30 days beginning with the date on which the notice under section 545(1) is given.

(3)On an appeal under subsection (2) that is notified to the tribunal, the tribunal may—

(a)quash the notice under section 545(1),

(b)affirm the notice, or

(c)vary the notice.

Funds awaiting reinvestmentU.K.

547Funds awaiting reinvestmentU.K.

(1)This section applies if a—

(a)company UK REIT or a member of a group UK REIT disposes of an asset used wholly and exclusively for the purposes of property rental business, and

(b)the company UK REIT or any member of the group UK REIT holds the proceeds in cash.

(2)Profits or losses arising from a loan relationship entered into in connection with the proceeds—

(a)are to be ignored for the purposes of section 599 (calculation of profits), and

(b)are to be treated for all tax purposes as arising from a loan relationship entered into in connection with residual business.

F79(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)For the purposes of this section proceeds are held in cash if—

(a)held on deposit (whether or not in sterling),

(b)invested in stocks or bonds of any of the descriptions included in Part 1 of Schedule 11 to FA 1942 (gilts), or

(c)held or invested in such other form as the Commissioners for Her Majesty's Revenue and Customs may specify for the purposes of this section in regulations.

(5)In the case of the disposal of an asset which, for one or more periods of (in total) at least a year, has been used—

(a)partly for the purposes of property rental business of the company, and

(b)partly for the purposes of residual business of the company,

this section applies to such part of the proceeds as may reasonably be attributed to the property rental business (having regard to the extent to which, and the length of the periods during which, the asset was used for the different purposes).

[F80(6)This section also applies to proceeds held in cash by a company on a disposal of an asset so far as section 535A secures that the appropriate proportion of a gain or loss accruing on the disposal is not a chargeable gain or allowable loss.]

Chapter 6U.K.Distributions

Recipients of distributionsU.K.

548Distributions: liability to taxU.K.

(1)This section applies if a shareholder of the principal company of a group UK REIT receives a distribution of amounts shown in the financial statement under section 532(2)(a) (statement of group's property rental business) as—

(a)profits or gains (or both) of UK members of the group, or

(b)profits or gains (or both) of UK property rental business of non-UK members of the group.

(2)In subsection (1) the reference to the principal company includes a reference to the principal company of the post-cessation group.

(3)This section also applies if a shareholder of a company UK REIT receives a distribution in respect of profits or gains (or both) of property rental business of the company.

(4)In subsection (3) the reference to a company UK REIT includes a reference to the post-cessation company.

(5)If the shareholder is within the charge to corporation tax, the distribution is to be treated as profits of a UK property business (within the meaning given by section 205 of CTA 2009) [F81so far as the distribution is a distribution of exempt profits ] .

(6)If the shareholder is not within the charge to corporation tax, the distribution is to be treated as profits of a UK property business (within the meaning given by section 264 of ITTOIA 2005) [F82so far as the distribution is a distribution of exempt profits] .

(7)In the case of a non-UK resident shareholder, the distribution is not non-resident landlord income for the purposes of regulations under section 971 of ITA 2007 (income tax due in respect of income of non-resident landlords).

(8)See sections 973 and 974 of ITA 2007 (income tax due in respect of distributions) for provision about the deduction of sums representing income tax in relation to distributions of a kind mentioned in this section.

[F83(9)This section does not apply in relation to a distribution falling within section 549A(6) or (8) so far as the distribution is a distribution of exempt profits.

(10)For the purposes of this Chapter a distribution is a “distribution of exempt profits” so far as the distribution falls within section 550(2)(a), (aa), (c) or (d).

(11)In applying section 550 for the purposes of subsection (10) in relation to a distribution made by the principal company of a post-cessation group or by a post-cessation company—

(a)subsection (1)(a) is to be read as referring to the principal company of the post-cessation group, or (as the case may be)

(b)subsection (1)(b) is to be read as referring to the post-cessation company.]

549Distributions: supplementaryU.K.

(1)Section 548 does not apply in relation to a shareholder so far as the shareholder—

(a)is a person who is charged to tax under Part 3 of CTA 2009 (trading income) in respect of distributions made by companies that are received in the course of a trade not consisting of insurance business,

(b)is a dealer in securities who is charged to income tax under Part 2 of ITTOIA 2005 (trading income) in respect of distributions made by companies,

(c)is an individual member of Lloyd's (within the meaning given by section 184(1) of FA 1993) and the distribution is made in respect of assets forming part of—

(i)a premium trust fund of the member (within the meaning given by section 174 of FA 1993), or

(ii)an ancillary trust fund of the member (within the meaning given by section 176 of that Act), or

(d)is a corporate member of Lloyd's (within the meaning given by section 230(1) of FA 1994) and the distribution is made in respect of assets forming part of—

(i)a premium trust fund belonging to the member (within the meaning given by section 222 of FA 1994), or

(ii)an ancillary trust fund belonging to the member (within the meaning given by section 223 of that Act).

F84(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F85(2A) Sections 409 to [F86413A] of ITTOIA 2005 (stock dividend income from UK resident companies) do not apply to relevant distributions received by a shareholder [F87so far as they are distributions of exempt profits] . ]

(3)“Relevant distribution” means—

(a)in the case of a group UK REIT, a distribution from the principal company of the group of amounts shown in the financial statement under section 532(2)(a) (statement of group's property rental business) as—

(i)profits or gains (or both) of UK members of the group, or

(ii)profits or gains (or both) of UK property rental business of non-UK members of the group, and

(b)in the case of a company UK REIT, a distribution from the company in respect of profits or gains (or both) of its property rental business.

[F88(3A)Relevant distribution” does not include a distribution falling within section 549A(6) or (8) so far as the distribution is a distribution of exempt profits.]

(4)Relevant distributions received by a shareholder [F89(so far as they are distributions of exempt profits)] are to be treated for the purposes of section 548(5) and (6) as the profits of a single business (irrespective of whether the shareholder receives different distributions in different capacities).

(5)That single business is separate from—

(a)any other UK property business (within the meaning given by section 205 of CTA 2009) carried on by the shareholder,

(b)any other UK property business (within the meaning given by section 264 of ITTOIA 2005) carried on by the shareholder,

(c)any overseas property business (within the meaning given by section 206 of CTA 2009) carried on by the shareholder, and

(d)any overseas property business (within the meaning given by section 265 of ITTOIA 2005) carried on by the shareholder.

(6)If a shareholder is a partnership, subsection (4) applies to receipts by a partner of a share of any distribution as it applies to receipts by a shareholder.

[F90549ADistributions from one UK REIT to another UK REITU.K.

(1)If a company receives a distribution falling within subsection (6) or (8), the distribution is to be treated as profits of a property rental business carried on by the company in the United Kingdom.

Such profits are referred to in this Part as “UK REIT investment profits”.

(2)The property rental business mentioned in subsection (1) is to be treated as separate from any other property rental business of the company.

(3)References to profits of property rental business or UK property rental business are to be read as including UK REIT investment profits accordingly, including where the profits referred to are otherwise profits calculated in accordance with international accounting standards or section 599.

(4)Section 549(2) and (2A) applies in relation to distributions falling within subsection (6) or (8) as it applies in relation to relevant distributions.

(5)Subsection (1) applies in relation to a distribution only so far as the distribution is a distribution of exempt profits.

This is subject to section 531(4A) and (4B).

(6)A distribution falls within this subsection if—

(a)it is made by the principal company of a group UK REIT to a shareholder of the company which is—

(i)a member of another group UK REIT, or

(ii)a company UK REIT, and

(b)it is a distribution of amounts shown in the financial statements under section 532(2)(a) (statement of group's property rental business) as—

(i)profits or gains (or both) of UK members of the group, or

(ii)profits or gains (or both) of UK property rental business of non-UK members of the group.

(7)In subsection (6) the reference to a distribution made by the principal company includes a reference to a distribution made by the principal company of the post-cessation group.

(8)A distribution falls within this subsection if—

(a)it is made by a company UK REIT to a shareholder of the company which is—

(i)a member of a group UK REIT, or

(ii)another company UK REIT, and

(b)it is a distribution in respect of profits or gains (or both) of property rental business of the company.

(9)In subsection (8) the reference to a distribution made by a company UK REIT includes a reference to a distribution made by the post-cessation company.]

Attribution of distributionsU.K.

550Attribution of distributionsU.K.

(1)Subsection (2) applies to—

(a)distributions made by the principal company of a group UK REIT, and

(b)distributions made by a company UK REIT.

(2)The distributions are to be attributed—

[F91(a)first, to distributions in satisfaction of the requirement of section 530(1)(a) or 530(4)(a) (as the case may be),

(aa)second, to distributions in satisfaction of the requirement of section 530(1)(b) or 530(4)(b) (as the case may be),]

(b)[F92third] , so far as the company determines, to distribution of amounts which derive from activities of a kind in respect of which corporation tax is chargeable in relation to income,

(c)[F93fourth] , to distribution of profits of property rental business (calculated in accordance with section 599),

(d)[F94fifth] , to distribution of relevant non-chargeable gains, and

(e)[F95sixth ] , to other distributions.

(3)In subsection (2)(d) “relevant non-chargeable gains” means—

(a)in the case of a group, gains accruing to property rental business of a member of the group, and

(b)in the case of a company, gains accruing to property rental business of the company,

which as a result of section 535 [F96or 535A] are not chargeable gains.

[F97(4)In determining the amount of relevant non-chargeable gains for the purposes of this section, section 269ZBA (restriction on deductions) is to be ignored.]

Distributions to certain shareholdersU.K.

551Tax consequences of distribution to holder of excessive rightsU.K.

(1)Subsection (3) applies if—

(a)a distribution is made to or in respect of a holder of excessive rights (as defined by section 553), and

(b)the distributor has not taken reasonable steps to prevent a distribution to or in respect of such a person from being made.

(2)“The distributor” means—

(a)in the case of a group UK REIT, the principal company of the group, and

(b)in the case of a company UK REIT, the company.

(3)The distributor is treated as receiving an amount of income calculated in accordance with section 552 (“the section 552 amount”).

(4)The section 552 amount is chargeable to corporation tax under the charge to corporation tax on income.

(5)It is treated—

(a)as arising in the accounting period in which the distribution was made, and

(b)as profits of residual business of the distributor.

[F98(6)Accordingly, it is charged to corporation tax at the main rate of corporation tax.]

F99(6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7)No loss, deficit, expense or allowance may be set off against the section 552 amount.

552“The section 552 amount”U.K.

(1)For the purposes of section 551, the section 552 amount is calculated by taking 3 steps.

(2)Step 1: find the amount given by—

(3)Step 2: find the amount given by—

(4)Step 3: add together the amounts given by steps 1 and 2.

That amount is the section 552 amount.

553Meaning of “holder of excessive rights”U.K.

(1)For the purposes of section 551 “holder of excessive rights” means a person who meets—

(a)condition A, and

(b)either condition B or C.

[F101other than a person to whom a payment of a distribution must be made without deduction of income tax in accordance with regulation 7 of the Real Estate Investment Trusts (Assessment and Recovery of Tax) Regulations 2006 (S.I. 2006/2867) (gross payment of distributions).]

(2)Condition A is that the person—

(a)is beneficially entitled (directly or indirectly) to at least 10% of the [F102distributions] paid by the distributor,

(b)is beneficially entitled (directly or indirectly) to at least 10% of the distributor's share capital, or

(c)controls (directly or indirectly) at least 10% of the voting rights in the distributor.

(3)Condition B is that the person is a company.

(4)Condition C is that—

(a)the person is treated as a body corporate for tax purposes—

(i)in accordance with the law of a territory outside the United Kingdom with which arrangements have been entered into to provide relief from double taxation, or

(ii)in accordance with an international agreement containing such arrangements, and

(b)those arrangements have effect by virtue of an Order in Council under section 2 of TIOPA 2010.

(5)In subsection (2) “the distributor” has the meaning given by section 551(2).

554Regulations: distributions to holders of excessive rightsU.K.

(1)The Treasury may by regulations make provision of the kind mentioned in subsection (2) for cases where—

(a)the principal company of a group UK REIT, or

(b)a company UK REIT,

makes a distribution to or in respect of a holder of excessive rights (as defined by section 553).

(2)The provision referred to in subsection (1) is—

(a)provision that a charge does not arise, or is reduced, if the company takes or does not take action of a specified kind;

(b)a requirement for the company to provide the Commissioners for Her Majesty's Revenue and Customs with specified information relating to the distribution and the persons to or in respect of whom it is made.

[F103554A Meaning of “distribution”U.K.

(1)In this Chapter, references (however expressed) to a distribution include share capital issued in lieu of a cash dividend.

(2)Section 1051(2) to (4) (meaning of “share capital issued in lieu of a cash dividend”) applies for the purposes of this section as it applies for the purposes of section 1049(1)(a).]

Chapter 7U.K.Gains etc

Movement of assetsU.K.

555Assets: change of useU.K.

(1)Subsection (2) applies if—

(a)an asset has been used wholly and exclusively for the purposes of property rental business of a company which is, or is a member of, a UK REIT, and

(b)the asset begins to be used (otherwise than by being disposed of in the course of trade) wholly and exclusively for the purposes of residual business of the company.

(2)The asset is treated as having been at that time—

(a)disposed of by the company so far as it carries on property rental business, and

(b)immediately reacquired by the company so far as it carries on residual business.

(3)The sale and reacquisition deemed under subsection (2) is to be treated as being for a consideration equal to the market value of the asset.

(4)For the purposes of CAA 2001—

(a)a sale and reacquisition deemed under subsection (2)—

(i)does not give rise to allowances or charges, and

(ii)does not make it possible to make an election under section 198 or 199 of that Act (apportionment),

(b)subsection (3) does not apply, and

(c)anything done by or to the company so far as it carries on property rental business before the deemed sale and reacquisition is to be treated after the deemed sale and reacquisition as having been done by or to the company so far as it carries on residual business.

(5)If a percentage of the gains of property rental business of a member of a group UK REIT is excluded from a financial statement in accordance with section 533(3), that percentage of those gains is to be treated for corporation tax purposes as gains of the member's residual business.

(6)This section has effect in relation to a non-UK member of a group UK REIT as if references to property rental business were references to UK property rental business.

(7)Section 535 is relevant to the tax treatment of any gain arising to a company under this section.

556Disposal of assetsU.K.

(1)Subsection (2) applies if—

(a)an asset has been used wholly and exclusively for the purposes of property rental business of a company which is, or is a member of, a UK REIT, F104...

(b)the asset is disposed of in the course of trade for the purposes of residual business of the company[F105, and

(c)if the company is a member of a UK REIT, the disposal is not to another member of the UK REIT.]

(2)If this subsection applies—

(a)the deemed sale and reacquisition under section 536(2) is to be ignored, and

(b)the asset is to be treated as having been disposed of in the course of the company's residual business.

(3)Subsection (2) is to be taken to apply in particular if—

(a)a property acquired by a company which is, or is a member of, a UK REIT has been developed since acquisition,

(b)the cost of the development exceeds 30% of the F106... value of the property F107... ,

(c)the company disposes of the property within the period of 3 years beginning with the completion of the development [F108, and

(d)if the company is a member of a UK REIT, the disposal is not to another member of the UK REIT.]

[F109(3ZA)For the purposes of subsection (3)(b) the value of a property is to be treated as its fair value (determined in accordance with international accounting standards) at whichever of the following times that value is the greatest—

(a)on entry;

(b)when the property was acquired;

(c)the beginning of the accounting period in which the development commenced.]

[F110(3A)Subsection (3B) applies in the case of a company (“C”) which is, or is a member of, a UK REIT if—

(a)one or more properties acquired (directly or indirectly) by a relevant UK property rich company have been developed since acquisition,

(b)the cost of the development exceeds 30% of the F111... value of the property F112...,

(c)C disposes of any of its rights or interests in the relevant UK property rich company,

(d)the disposal is made within the period of 3 years beginning with the completion of the development, and

(e)if C is a member of a UK REIT, the disposal is not to another member of the UK REIT.

[F113(3AA)For the purposes of subsection (3A)(b) the value of a property is to be treated as its fair value (determined in accordance with international accounting standards) at whichever of the following times that value is the greatest—

(a)on entry;

(b)when the property was acquired;

(c)the beginning of the accounting period in which the development commenced.]

(3B)If this subsection applies, section 535A is not to apply in relation to so much of the amount of a gain accruing on the disposal as relates to the property which has been developed.

(3C)For the purposes of subsection (3A)—

(a)a company is a “relevant UK property rich company” if, as a result of section 535A, any part of a gain accruing to C on a disposal of a right or interest in the company would not be a chargeable gain, and

(b)a relevant UK property rich company acquires property “indirectly” if property is acquired by someone other than the relevant UK property rich company and the property is taken into account in determining the value of the assets of the relevant UK property rich company.]

F114(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5)If a percentage of the gains of property rental business of a member of a group UK REIT is excluded from a financial statement in accordance with section 533(3), that percentage of those gains is to be treated for corporation tax purposes as gains of the member's residual business.

(6)This section has effect in relation to a non-UK member of a group UK REIT as if references to property rental business were references to UK property rental business.

(7) Sections 535[F115, 535A and 535B] are relevant to the tax treatment of any gain arising to a company under this section.

557Movement of assets into ring fenceU.K.

(1)Subsection (2) applies if—

(a)an asset has been used wholly and exclusively for the purposes of residual business of a company which is, or is a member of, a UK REIT, and

(b)the asset begins to be used wholly and exclusively for the purposes of the company so far as it carries on property rental business.

(2)The asset is to be treated as having been at that time—

(a)disposed of by the company so far as it carries on residual business, and

(b)immediately reacquired by the company so far as it carries on property rental business.

(3)The sale and reacquisition deemed under subsection (2) is to be treated as being for a consideration equal to the market value of the asset.

(4)For the purposes of CAA 2001—

(a)a sale and reacquisition deemed under subsection (2)—

(i)does not give rise to allowances or charges, and

(ii)does not make it possible to make an election under section 198 or 199 of that Act (apportionment),

(b)subsection (3) does not apply, and

(c)anything done by or to the company so far as it carries on residual business before the deemed sale and reacquisition is to be treated after the deemed sale and reacquisition as having been done by or to the company so far as it carries on property rental business.

(5)If a percentage of the gains of property rental business of a member of a group UK REIT is excluded from a financial statement in accordance with section 533(3), that percentage of those gains is to be treated for corporation tax purposes as gains of the member's residual business.

(6)This section has effect in relation to a non-UK member of a group UK REIT as if references to property rental business were references to UK property rental business.

(7)Section 535 is relevant to the tax treatment of any gain arising to a company under this section.

DemergersU.K.

558Demergers: disposal of assetU.K.

(1)This section applies in the case of a company UK REIT if—

(a)the company (“C”) disposes of an asset involved in its property rental business to a 75% subsidiary (“S”) of C,

(b)C (so far as it carries on residual business) disposes of its interest in S to another company (“P”),

(c)on the date when P acquires the interest in S, P gives a notice under section 523 specifying a date that falls within the post-disposal period, and

(d)the group of which S is a member becomes a group UK REIT from the specified date.

(2)“The post-disposal period” means the period of 6 months beginning with the date of the disposal of the asset by C.

(3)P may give a notice under section 523 in accordance with subsection (1)(c) even if it does not expect to meet conditions [F116 C, E and F] in section 528 throughout accounting period 1.

(4)Sections 536 and 537 (effects of entry) F117... do not apply to the group of which S is a member—

(a)in relation to the asset disposed of by C, or

(b)in relation to business conducted by the exploitation of that asset.

(5)Sections 555 and 556 (movement of assets out of ring fence) do not apply to the disposal of the asset by C.

(6)But if, at the end of the post-disposal period, conditions [F118C, E and F] in section 528 are not met in relation to P, subsections (4) and (5) are to be treated as not having had effect.

559Demergers: company leaving group UK REITU.K.

(1)This section applies in relation to a company if each of conditions A to D is met.

(2)Condition A is that the company (“the exiting company”) ceases to be a member of a group UK REIT (“Group 1”).

(3)Condition B is that at the time immediately after it ceases to be a member of Group 1—

(a)the exiting company is a member of another group (“Group 2”) and—

(i)the principal company of Group 2 meets conditions A and B in section 528,

(ii)Group 2 has property rental business in relation to which conditions A and B in section 529 are met,

(iii)the condition in section 530 is met in relation to the principal company of Group 2, and

(iv)Group 2 meets conditions A and B in section 531, or

(b)the exiting company—

(i)meets conditions A and B in section 528,

(ii)has property rental business in relation to which conditions A and B in section 529 are met, and

(iii)meets the condition in section 530 and conditions A and B in section 531.

(4)Condition C is that—

(a)in a case within subsection (3)(a), the principal company of Group 2 gives a notice under section 523 no later than the date on which the exiting company ceases to be a member of Group 1, and

(b)in a case within subsection (3)(b), the exiting company gives a notice under section 524 no later than the date on which it ceases to be a member of Group 1.

(5)Condition D is that the date specified in the notice under section 523 or 524 (as the case may be) is the same as that on which the exiting company ceases to be a member of Group 1.

(6)A company may give a notice under section 523 or 524 in accordance with subsection (4) even if it does not expect to meet conditions [F119C, E and F] in section 528 throughout accounting period 1.

(7)If this section applies, the exiting company is to be treated as a member of a group UK REIT (or as a company UK REIT) during the period of 6 months beginning with the time when it ceases to be a member of Group 1.

(8)If this section applies, the following provisions do not have effect—

• sections 536 and 537 (effects of entry),

• F120... and

• sections 579 and 580 (effects of cessation).

(9)But if, at the end of the period of 6 months mentioned in subsection (7) conditions [F121C, E and F] in section 528 are not met in relation to the principal company of Group 2 or the exiting company (as the case may be)—

(a)this section does not apply, and

(b)the exiting company is to be treated as having ceased to be a member of a group UK REIT (or a company UK REIT) on the date on which it ceased to be a member of Group 1.

InterpretationU.K.

560Interpretation of ChapterU.K.

This Chapter (other than section 559) is to be read as if it were contained in TCGA 1992.

Chapter 8U.K.Breach of conditions in Chapter 2

561Notice of breach of relevant Chapter 2 conditionU.K.

(1)The principal company of a group UK REIT must notify an officer of Revenue and Customs as soon as reasonably practicable if a relevant Chapter 2 condition ceases to be met in relation to the principal company or (as the case may be) the group.

(2)A company UK REIT must notify an officer of Revenue and Customs as soon as is reasonably practicable if a relevant Chapter 2 condition ceases to be met in relation to the company.

(3)Each of the following is a “relevant Chapter 2 condition”—

• conditions C and D in section 528 (conditions for company),

• [F122the condition in section 528A (further condition relating to shares),]

• [F123the property rental business condition],

• the condition in section 530 (distribution of profits), and

• conditions A and B in section 531 (balance of business).

[F124(3A)For the purposes of this section, and sections 563 and 575, the “property rental business condition” is met if either conditions A and B or condition C in section 529 (property rental business) are met.]

(4)A notification under subsection (1) or (2) must include—

(a)the date on which the condition first ceased to be met and the date (if any) on which it was met again,

(b)a description of the breach, and

(c)details of the steps (if any) taken by the company to prevent a recurrence of the breach.

[F125(5)The following subsections apply in relation to condition D in section 528.

(6)In accordance with section 527(6) and (7), a notification does not have to be given under subsection (1) or (2) if condition D ceases to be met during the first 3-year period.

(7)If condition D is not met at the start of the first day after the end of the first 3-year period, for the purposes of subsections (1) to (4) condition D is treated as having ceased to be met at the start of that day.

(8)In subsections (6) and (7) “the first 3-year period” has the meaning given by section 527(8).]

562Breach of [F126condition C] in section 528 (conditions for company)U.K.

(1)This section makes provision about cases relating to breaches of condition C [F127in section 528] in relation to—

(a)the principal company of a group UK REIT, or

(b)a company UK REIT.

(2)If [F128condition C is] not met—

(a)as a result of the principal company of a group UK REIT becoming a member of another group UK REIT, or

(b)as a result of a company UK REIT becoming a member of a group UK REIT,

the [F129breach is ] to be ignored.

F130(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F130(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5)If—

(a)[F131condition C] is not met in relation to an accounting period, and

(b)the case is not one within subsection (2) F132...,

the group or company (as the case may be) is to be treated as having ceased to be a UK REIT at the end of the previous accounting period.

[F133562ABreach of condition D in section 528 (conditions for company)U.K.

(1)This section makes provision about cases relating to breaches of condition D in section 528 in relation to—

(a)the principal company of a group UK REIT, or

(b)a company UK REIT.

(2)In accordance with section 527(6) and (7), a breach of condition D during the first 3-year period is to be ignored.

(3)If condition D is not met at the start of the first day after the end of the first 3-year period, the group or company (as the case may be) is to be treated as having ceased to be a UK REIT at the end of the first 3-year period.

(4)If condition D is not met at any time after the start of the day mentioned in subsection (3), the group or company (as the case may be) is to be treated as having ceased to be a UK REIT at—

(a)the end of the accounting period preceding the accounting period in which the breach began, or

(b)if later, the end of the first 3-year period.

(5)Neither subsection (3) nor subsection (4) applies if condition D is not met as a result of—

(a)the principal company of a group UK REIT becoming a member of another group UK REIT, or

(b)a company UK REIT becoming a member of a group UK REIT,

and, accordingly, the breach is to be ignored.

(6)Subsection (4) does not apply if—

(a)condition D is not met as a result of anything done (or not done) by a person other than the company in question, and

(b)the company remedies the breach not later than the end of the accounting period after that in which the breach began,

and, accordingly, the breach is to be ignored.

(7)But if, in a case within subsection (6), the breach of condition D is not remedied by the time mentioned in that subsection, the group or company (as the case may be) is treated as having ceased to be a UK REIT at the end of the accounting period in which the breach began.

(8)In this section “the first 3-year period” has the meaning given by section 527(8).]

[F134562BBreach of further condition relating to sharesU.K.

(1)Subsection (2) applies if the condition in section 528A (further condition relating to shares) is not met in relation to an accounting period.

(2)The group or company (as the case may be) is to be treated as having ceased to be a UK REIT at the end of the previous accounting period.

(3)But subsection (2) does not apply if the condition is not met as a result of—

(a)the principal company of a group UK REIT becoming a member of another group UK REIT, or

(b)a company UK REIT becoming a member of a group UK REIT,

and, accordingly, the breach is to be ignored.

(4)This section is subject to section 562C.]

[F134562CBreach of further condition relating to shares in accounting periods 1, 2 and 3U.K.

(1)Subsection (2) applies if the condition in section 528A, as relaxed by section 528B, is not met in relation to accounting period 1, accounting period 2 and accounting period 3.

(2)The group or company (as the case may be) is to be treated as having ceased to be a UK REIT at the end of accounting period 2.

(3)But subsection (2) does not apply if the condition, as relaxed, is not met as a result of—

(a)the principal company of a group UK REIT becoming a member of another group UK REIT, or

(b)a company UK REIT becoming a member of a group UK REIT,

and, accordingly, the breach is to be ignored.

(4)In this section “accounting period 2” and “accounting period 3” have the same meaning as in section 528B.]

563Breach of [F135property rental business condition] U.K.

(1)Subsection (2) applies if [F136the property rental business condition (see section 561(3A))] is not met in the case of a UK REIT throughout an accounting period of—

(a)in the case of a group UK REIT, the principal company of the group, and

(b)in the case of a company UK REIT, the company.

(2)The breach is to be ignored.

564Breach of condition as to distribution of profitsU.K.

(1)Subsection (2) applies if the condition in section 530 (distribution of profits) is not met in relation to an accounting period.

(2)The breach is to be ignored; but the amount given by section 565 (“the section 565 amount”) is charged to corporation tax under the charge to corporation tax on income.

(3)The section 565 amount is to be treated as profits of residual business—

(a)of the principal company of the group UK REIT, or

(b)of the company UK REIT,

as the case may be.

[F137(4)Accordingly, it is charged to corporation tax at the main rate of corporation tax.]

F138(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F139(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F139(6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F139(7). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F139(8). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(9)No loss, deficit, expense or allowance may be set off against the section 565 amount.

[F140(10) In this section and section 565, “ distribution ” is to be read in accordance with section 530(6A) and (6B). ]

565“The section 565 amount”U.K.

(1)For the purposes of section 564 “the section 565 amount” is found by subtracting D from P.

(2)In the case of a group UK REIT—

• P is 90% of the group's UK profits (as defined by section 530(2)) arising in the accounting period, and

• D is the gross amount of those profits distributed in respect of the period [F141within] —

  (a)

  the [F142deadline set by] section 530(1), or

  (b)

  any later [F143deadline set] by an officer of Revenue and Customs.

(3)In the case of a company UK REIT—

• P is 90% of the company's profits from property rental business arising in the accounting period, and

• D is the gross amount of those profits distributed in respect of the accounting period [F144within] —

  (a)

  the [F145deadline set by] section 530(4), or

  (b)

  any later [F146deadline set] by an officer of Revenue of Customs.

[F147(4)The definition of “D” in subsections (2) and (3) needs to be read with section 530A (so far as applicable).]

566Breach of condition B in section 531 in accounting period 1U.K.

(1)Subsection (2) applies if condition B in section 531 (balance of business: assets involved in property rental business)—

(a)is not met in relation to accounting period 1, but

(b)is met at the beginning of the next accounting period.

(2)The breach is to be ignored; F148...

F149(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F149(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F149(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F149(6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F150567Meaning of “the notional amount”U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

568Breach of balance of business conditions after accounting period 1U.K.

(1)If—

(a)condition A in section 531 (balance of business: profits) is not met in relation to an accounting period other than accounting period 1, but

(b)the profits of property rental business of the UK REIT in question are at least 50% of its aggregate profits for the period,

the breach is to be ignored.

(2)If—

(a)condition B in section 531 (balance of business: assets) is not met in relation to an accounting period other than accounting period 1, but

(b)the [F151sum of the values mentioned in section 531(5)(a) and (b)] is at least 50% of the total value of assets held by the UK REIT,

the breach is to be ignored.

(3)Subsections (1) and (2) are to be read in accordance with section 531.

569Chapter subject to section 572U.K.

This Chapter is subject to section 572 (under which an officer of Revenue and Customs may terminate the UK REIT status of a group or company in certain circumstances).

Chapter 9U.K.Leaving the UK REIT regime

IntroductionU.K.

570Overview of ChapterU.K.

(1)This Chapter makes provision about how, and in what circumstances, a group or a company ceases to be a UK REIT.

(2)The UK REIT status of a group or company may be terminated—

(a)by a notice given by the principal company of the group or (as the case may be) by the company (see section 571), or

(b)in the cases set out in sections 573 to 577, by a notice given by an officer of Revenue of Customs (see section 572).

(3)In some circumstances a group or company ceases to be a UK REIT automatically (see section 578).

(4)This Chapter also contains provision about the effects of ceasing to be a UK REIT (see sections 579 to 582).

Notice to leave regimeU.K.

571Termination by notice: group or companyU.K.

(1)Subsection (2) applies if—

(a)the principal company of a group UK REIT, or

(b)a company UK REIT,

gives a notice specifying a date at the end of which the group or company is to cease to be a UK REIT.

(2)The group or company ceases to be a UK REIT at the end of that date.

(3)A notice under subsection (1) must be given in writing to an officer of Revenue and Customs.

(4)The date specified in a notice under subsection (1) must be after the date on which the officer receives the notice.

572Termination by notice: officer of Revenue and CustomsU.K.

(1)If an officer of Revenue and Customs gives a notice in writing—

(a)to the principal company of a group UK REIT, or

(b)to a company UK REIT,

the group or company ceases to be a UK REIT.

(2)An officer of Revenue and Customs may give a notice under subsection (1) only in a case within section 573, [F152573A,] [F153573B,] 574, 575, 576 or 577.

(3)A notice under subsection (1) must state the reason for it.

(4)If a notice is given under subsection (1)—

(a)the group or company (as the case may be) is to be taken to have ceased to be a UK REIT at the end of the accounting period before the accounting period during which the event occurs (or the last event occurs) which caused the officer to give the notice, and

(b)the company to which the notice is given may appeal.

(5)An appeal under subsection (4)(b) must be made by notice given in writing to an officer of Revenue and Customs during the period of 30 days beginning with the date on which the notice under subsection (1) is given.

[F154(5A)Subsection (4)(a) has effect subject to section 573A(8).]

[F155(5B)Subsection (4)(a) has effect subject to section 573B(9).]

(6)Section 574(3) modifies subsection (4)(a) for the case described in section 574(2) (breach of condition B in section 531 in accounting period 1).

573Notice under section 572: tax advantageU.K.

(1)An officer of Revenue and Customs may give a notice under section 572(1) if the condition in this section is met.

(2)The condition is met in the case of a group UK REIT if, during the relevant 10-year period, two notices have been given under section 545 (cancellation of tax advantage) to members of the group.

(3)The condition is met in the case of a company UK REIT if, during the relevant 10-year period, two notices have been given under section 545 to the company.

(4)“The relevant 10-year period” is the period of 10 years beginning with the day on which the first notice was given under section 545.

[F156573ANotice under section 572: condition D in section 528 not metU.K.

(1)An officer of Revenue and Customs may give a notice under section 572(1) if—

(a)at any time during the first 3-year period, condition D in section 528 is not met, and

(b)as at that time, subsection (2) has applied to a member of the group or the company (as the case may be) for a period exceeding 3 years or for a number of periods which in total exceed 3 years.

(2)This subsection applies to a company at any time when—

(a)the company is, or is a member of, a UK REIT,

(b)condition D in section 528 is not met in relation to the UK REIT, and

(c)the first 3-year period in relation to the UK REIT has not ended.

(3)Neither subsection (1)(a) nor subsection (2)(b) covers cases in which condition D in section 528 is not met as a result of—

(a)the principal company of a group UK REIT becoming a member of another group UK REIT, or

(b)a company UK REIT becoming a member of a group UK REIT.

(4)Subsection (5) applies if—

(a)a company ceases to carry on a business (“the transferred business”) which it carried on at a time (“the relevant time”) when subsection (2) applied to the company, and

(b)another company (“company X”) begins to carry on the transferred business.

In paragraph (a) the reference to a business includes a part of a business.

(5)Subsection (2) is to be taken to have applied at the relevant time to the following companies—

(a)company X, and

(b)if company X subsequently ceases to carry on the transferred business (or any part of it), any other companies which from time to time carry on the transferred business (or any part of it).

(6)In this section “the first 3-year period” has the meaning given by section 527(8).

(7)If a notice is given under section 572(1) in a case within this section, subsection (8) applies instead of section 572(4)(a).

(8)The group or company (as the case may be) is to be taken to have ceased to be a UK REIT on—

(a)the first day of accounting period 1, or

(b)such later day as may be specified by the officer of Revenue and Customs in the notice.]

[F157573BNotice under section 572: further condition relating to shares not metU.K.

(1)In the case of a group UK REIT, an officer of Revenue and Customs may give a notice under section 572(1) if—

(a)the condition in section 528A (further condition relating to shares) would not be met in relation to an accounting period (“the relevant accounting period”) but for section 528B, and

(b)subsection (2) applies to a company which is a member of the group at any time during the relevant accounting period.

(2)This subsection applies to a company if it has benefited from the relaxation of the condition in section 528A in relation to 3 or more accounting periods (apart from the relevant accounting period).

(3)In the case of a company UK REIT, an officer of Revenue and Customs may give a notice under section 572(1) if—

(a)the condition in section 528A (further condition relating to shares) would not be met in relation to an accounting period (“the relevant accounting period”) but for section 528B, and

(b)the company has benefited from the relaxation of the condition in section 528A in relation to 3 or more accounting periods (apart from the relevant accounting period).

(4)For the purposes of this section a company benefits from the relaxation of the condition in section 528A if—

(a)it is a member of a group UK REIT at any time during an accounting period in relation to which the condition in section 528A would not be met but for section 528B, or

(b)at any time it is a company UK REIT and the condition in section 528A would not be met in relation to an accounting period but for section 528B,

and the accounting period “in relation to” which the company benefits from the relaxation of the condition in section 528A is the accounting period mentioned in paragraph (a) or (b) (as the case may be).

(5)None of subsections (1)(a), (3)(a), (4)(a) and (4)(b) covers cases in which the condition in section 528A would not be met as a result of—

(a)the principal company of a group UK REIT becoming a member of another group UK REIT, or

(b)a company UK REIT becoming a member of a group UK REIT.

(6)Subsection (7) applies if—

(a)a company ceases to carry on a business (“the transferred business”) which it carried on at any time during an accounting period in relation to which the company benefits from the relaxation of the condition in section 528A, and

(b)another company (“company X”) begins to carry on the transferred business.

In paragraph (a) the reference to a business includes a part of a business.

(7)The following companies are to be taken to benefit from the relaxation of the condition in section 528A in relation to the accounting period in question—

(a)company X, and

(b)if company X subsequently ceases to carry on the transferred business (or any part of it), any other companies which from time to time carry on the transferred business (or any part of it).

(8)If a notice is given under section 572(1) in a case within this section, subsection (9) applies instead of section 572(4)(a).

(9)The group or company (as the case may be) is to be taken to have ceased to be a UK REIT on—

(a)the first day of accounting period 1, or

(b)such later day as may be specified by the officer of Revenue and Customs in the notice.]

574Notice under section 572: serious breachU.K.

(1)An officer of Revenue and Customs may give a notice under section 572(1) if the officer thinks that—

(a)a breach of a condition in section 529, 530 or 531, or

(b)an attempt by a member of the group or (as the case may be) by the company to obtain a tax advantage,

is so serious that the group or company should cease to be a UK REIT.

(2)Subsection (3) applies if—

(a)the case is one relating to a breach of condition B in section 531 (balance of business: assets) in relation to accounting period 1, and

(b)that condition is not met at the beginning of the next accounting period.

(3)In that case, section 572(4) has effect as if for paragraph (a) there were substituted—

“(a)the group or company (as the case may be) is to be taken to have ceased to be a UK REIT on the first day of accounting period 1, and”

575Notice under section 572: breach of conditions as to property rental businessU.K.

(1)An officer of Revenue and Customs may give a notice under section 572(1) if, in 3 consecutive accounting periods, there is a breach of [F158the property rental business condition (see section 561(3A))].

(2)An officer of Revenue and Customs may also give a notice under section 572(1) if, during the relevant 10-year period, section 563(2) has been relied on—

(a)more than twice in relation to condition A in section 529, F159...

(b)more than twice in relation to condition B in that section [F160, or

(c)more than twice in relation to Condition C in that section.]

(3)“The relevant 10-year period” is the period of 10 years beginning with the first day on which section 563(2) was relied on.

(4)The following rules apply for the purposes of subsection (2)—

• Rule 1 If a breach of condition B in section 529 is a necessary consequence of a breach of condition A in that section in the same accounting period, the breach of condition B is to be ignored (and accordingly the UK REIT is not to be treated as having relied on section 563(2) in relation to the breach of condition B).

• Rule 2 If a breach of [F161the property rental business condition] lasts for—

  (a)

  more than one accounting period, but

  (b)

  not more than two accounting periods,

  the UK REIT is to be treated as having relied on section 563(2) only once.

576Notice under section 572: breach of conditions as to balance of businessU.K.

(1)An officer of Revenue and Customs may give a notice under section 572(1) if there is a breach of condition A or B in section 531 (balance of business) in 3 consecutive accounting periods.

(2)An officer of Revenue and Customs may also give a notice under section 572(1) if, during the relevant 10-year period, either subsection (1) or (2) of section 568 has been relied on more than twice.

(3)“The relevant 10-year period” is the period of 10 years beginning with the first day on which subsection (1) or (as the case may be) subsection (2) of section 568 was relied on.

(4)In the case of a breach of condition A in section 531, section 568(1) is to be treated for the purposes of subsection (3) as having first been relied on on the last day of the accounting period in which profits are assessed for the purposes of that condition.

(5)If a breach of condition A or B in section 531 lasts for—

(a)more than one accounting period, but

(b)not more than two accounting periods,

the UK REIT is to be treated for the purposes of subsection (2) as having relied on section 568(1) or (2) (as the case may be) only once.

(6)References in this section to an accounting period do not include a reference to accounting period 1.

577Notice under section 572: multiple breaches of conditions in Chapter 2U.K.

(1)An officer of Revenue and Customs may give a notice under section 572(1) if conditions A, B and C are met.

(2)Condition A is that at least two of the conditions in sections 528 to 531 have been breached during the relevant 10-year period.

(3)Condition B is that the breached conditions are not both (or all) contained in the same section; and for this purpose the condition in section 530 (distribution of profits) is to be treated as contained in section 529.

(4)Condition C is that the UK REIT has relied on some or all of the provisions mentioned in subsection (5)(a) more than 4 times (in total) during the relevant 10-year period.

(5)For the purposes of this section—

(a)the provisions referred to in subsection (4) are—

• [F162section 562A(6)] ,

• section 563(2), and

• section 568(1) and (2), and

(b)“the relevant 10-year period” is the period of 10 years beginning with the day on which the first of the conditions to be breached was first breached.

(6)If the first of the conditions to be breached is condition A in section 531 (balance of business: profits), that condition is to be treated for the purposes of subsection (5)(b) as breached from the last day of the accounting period in which profits are assessed for the purposes of the condition.

(7)For the purposes of this section the following breaches are to be ignored—

(a)a breach of condition C or D in section 528 (conditions for company) occurring as a result of—

(i)a member of a group UK REIT becoming a member of another group UK REIT, or

(ii)a company UK REIT becoming a member of a group UK REIT,

(b)a breach of condition C F163... in section 528 in respect of which section 525(2) to (4) F163... applies,

(c)a breach of any of conditions [F164C, E and F] in section 528 in respect of which section 558(3) or 559(6) applies,

(d)a breach of condition A in section 531 in accounting period 1, and

(e)a breach of condition B in section 531 at the beginning of that period.

[F165(8)In accordance with section 527(6) and (7), a breach of condition D in section 528 during the first 3-year period (as defined in section 527(8)) is also to be ignored for the purposes of this section.]

Automatic terminationU.K.

578Automatic termination for breach of certain conditions in section 528U.K.

(1)Subsection (2) applies if condition A, B, E or F in section 528 (conditions for company) is not met in relation to an accounting period.

(2)The group or (as the case may be) the company is to be taken to have ceased to be a UK REIT at the end of the previous accounting period.

(3)The company which gave a notice under section 523 or 524 must notify an officer of Revenue and Customs as soon as is reasonably practicable if condition A, B, E or F in section 528 ceases to be met in relation to the company.

Effects of cessationU.K.

579Effects of cessation: corporation taxU.K.

(1)Subsections (3) to (7) apply if—

(a)a group or company ceases to be a UK REIT, or

(b)a company ceases to be a member of a group UK REIT.

(2)For the purposes of those subsections references to an “exiting company” are to each member of the group UK REIT or (as the case may be) to the company UK REIT.

(3)Property rental business of an exiting company is to be treated for corporation tax purposes as ceasing immediately before cessation.

(4)Assets which immediately before cessation are involved in property rental business of an exiting company are to be treated for corporation tax purposes as being—

(a)sold immediately before cessation by the company so far as it carries on property rental business, and

(b)reacquired immediately after cessation by the post-cessation company.

(5)The sale and reacquisition deemed under subsection (4) is to be treated as being for a consideration equal to the market value of the assets.

(6)If a percentage of the assets of an exiting company is excluded from a financial statement in accordance with section 533(3), that percentage of those assets is to be ignored for the purposes of subsection (4).

(7)For corporation tax purposes—

(a)an accounting period of the company so far as it carries on residual business ends on cessation, and

(b)a new accounting period of the company begins.

(8)In relation to a non-UK member of a group UK REIT, subsections (3) to (7) have effect as if references to property rental business were references to UK property rental business.

(9)Subsections (3) to (7) do not apply if—

(a)a member of a group UK REIT becomes a member of another group UK REIT, or

(b)a company UK REIT becomes a member of a group UK REIT.

(10)This section is subject to section 559 (demergers: company leaving group UK REIT).

580Effects of cessation: CAA 2001U.K.

(1)Subsections (3) to (5) apply for the purposes of CAA 2001 if a group or a company ceases to be a UK REIT.

(2)Subsections (3) to (5) also apply for those purposes if a company ceases to be a member of a group UK REIT.

(3)The sale and reacquisition deemed under section 579(4)—

(a)does not give rise to allowances or charges, and

(b)does not enable an election to be made under section 198 or 199 of CAA 2001 (apportionment).

(4)Section 579(5) (deemed consideration for sale and reacquisition) does not apply.

(5)Anything done before cessation by or to a company so far as it carries on property rental business in relation to an asset which is deemed under section 579(4) to be sold and reacquired is to be treated after cessation as having been done by or to the post-cessation company.

(6)This section is subject to section 559 (demergers: company leaving group UK REIT).

Early exitU.K.

581Early exit by noticeU.K.

(1)Subsection (6) applies if conditions A, B and C are met.

(2)Condition A is that a group or company ceases to be a UK REIT as a result of a notice under section 571.

(3)Condition B is that the group or company had been a UK REIT for a continuous period immediately before cessation of less than 10 years.

(4)Condition C is that, during the post-cessation period, a relevant company, that is to say—

(a)in the case of a group, a member of the group, or

(b)otherwise, the company,

disposes of an asset that was involved in property rental business of the relevant company.

(5)“The post-cessation period” means the period of two years beginning with the date of cessation.

(6)The relevant company's liability to corporation tax is to be determined without regard to—

(a)any deemed disposal under section 536(2) that resulted in a gain,

(b)any deemed disposal under section 555(2), or

(c)any deemed disposal under section 579(4).

(7)Subsection (6) also applies if—

(a)a company ceases to be a member of a group UK REIT,

(b)either—

(i)the group has been a group UK REIT for a continuous period of less than 10 years, or

(ii)the company has been a member of the group for a continuous period of less than 10 years, and

(c)during the post-cessation period the company disposes of an asset that was involved in its property rental business.

(8)This section has effect in relation to a non-UK member of a group as if references to property rental business were references to UK property rental business.

582Early exitU.K.

(1)This section applies if—

(a)a group or a company ceases to be a UK REIT as a result of section 572 or 578, and

(b)the group or company has been a UK REIT for a continuous period immediately before cessation of less than 10 years.

(2)An officer of Revenue and Customs may direct—

(a)that a provision of this Part applies in relation to the group or company with a specified modification, or

(b)that a provision of an enactment relating to corporation tax applies, does not apply or applies with modifications in relation to the group or company.

(3)A direction under subsection (2)(a) may in particular—

(a)alter the time at which the group or company is to be taken to cease to be a UK REIT in accordance with section 572 or 578;

(b)disapply or alter the effect of section 534(1) or (2)[F166, 535(1) or 535A].

(4)A direction under subsection (2)(b) may in particular prevent all or a specified part of a loss, deficit or expense from being set off or otherwise used at all or in a specified manner.

(5)In the case of a group, a direction under subsection (2) may relate to the group as a whole or to one or more members.

(6)An appeal may be made—

(a)in the case of a group in relation to which a direction is given, by the principal company of the group,

(b)in the case of a company in relation to which a direction is given, by the company.

(7)On an appeal under subsection (6) that is notified to the tribunal, the tribunal may—

(a)quash the direction,

(b)affirm the direction, or

(c)vary the direction.

Chapter 10U.K.Joint ventures

IntroductionU.K.

583Overview of ChapterU.K.

(1)This Chapter makes provision about how this Part applies in relation to property rental business carried on—

(a)by a joint venture company (as defined by section 584), or

(b)by one or more members of a joint venture group (as defined by that section).

(2)Sections 586 and 587 are about the notice required for this Part to apply in relation to the property rental business; it is the giving of the notice that makes a group UK REIT or company UK REIT a venturing group or venturing company (see section 585).

(3)Sections 588 to 590 contain provision about the effect of the notice and its duration.

(4)The remainder of the Chapter contains—

(a)specific modifications and other provision relevant to the application of this Part (see sections 591 to 594),

F167(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c)provision about the interpretation of this Chapter (see section 598).

584Meaning of “joint venture company” and “joint venture group”U.K.

(1)In this Chapter “joint venture company” means a company carrying on property rental business (“the joint venture”) in circumstances where the condition in subsection (3) is met.

(2)In this Chapter “joint venture group” means a group of companies one or more of which is or are carrying on property rental business (“the joint venture”) in circumstances where the condition in subsection (3) is met.

(3)The condition is that an interest in the joint venture is held—

(a)by one or more members of a group UK REIT, or

(b)by a company UK REIT.

585Meaning of “venturing group” and “venturing company”U.K.

(1)In this Chapter “venturing group” means a group UK REIT the principal company of which has given a notice under section 586(1) or 587(1).

(2)In this Chapter “venturing company” means a company UK REIT which has given a notice under section 586(2) or 587(2).

Notice for Part to apply to joint ventureU.K.

586Notice for Part to apply: joint venture companyU.K.

(1)The principal company of a group UK REIT may give notice that this Part is to apply (in accordance with this Chapter) in relation to property rental business carried on by a joint venture company.

(2)A company UK REIT may give notice that this Part is to apply (in accordance with this Chapter) in relation to property rental business carried on by a joint venture company.

(3)A company may give a notice under subsection (1) or (2) only if the 40% tests are met in relation to the joint venture company.

(4)The 40% tests are met in a case within subsection (1) if members of the group UK REIT are together beneficially entitled to—

(a)at least 40% of the profits available for distribution to equity holders in the joint venture company, and

(b)at least 40% of the assets of the joint venture company available to equity holders in the event of a winding up.

(5)The 40% tests are met in a case within subsection (2) if the company UK REIT is beneficially entitled to—

(a)at least 40% of the profits available for distribution to equity holders in the joint venture company, and

(b)at least 40% of the assets of the joint venture company available to equity holders in the event of a winding up.

(6)A notice under subsection (1) or (2)—

(a)must specify the joint venture company concerned,

(b)may be given only with the consent of that joint venture company,

(c)must specify a date from which this Part is to apply in relation to the property rental business, and

(d)must be given in writing to an officer of Revenue and Customs before the date specified under paragraph (c).

(7)A company giving a notice under subsection (1) or (2) may do so—

(a)at the same time as giving a notice under section 523 or 524 (as the case may be), or

(b)at any later time when the group or company (as the case may be) is a UK REIT.

(8)See section 588 for provision about the effect of a notice under this section.

587Notice for Part to apply: joint venture groupU.K.

(1)The principal company of a group UK REIT may give notice that this Part is to apply (in accordance with this Chapter) in relation to property rental business carried on by one or more members of a joint venture group.

(2)A company UK REIT may give notice that this Part is to apply (in accordance with this Chapter) in relation to property rental business carried on by one or more members of a joint venture group.

(3)A company may give a notice under subsection (1) or (2) only if the 40% tests are met in relation to the joint venture group.

(4)The 40% tests are met in a case within subsection (1) if members of the group UK REIT are together beneficially entitled to—

(a)at least 40% of the profits available for distribution to equity holders in the principal company of the joint venture group, and

(b)at least 40% of the assets of the principal company of the joint venture group available to equity holders in the event of a winding up.

(5)The 40% tests are met in a case within subsection (2) if the company UK REIT is beneficially entitled to—

(a)at least 40% of the profits available for distribution to equity holders in the principal company of the joint venture group, and

(b)at least 40% of the assets of the principal company of the joint venture group available to equity holders in the event of a winding up.

(6)A notice under subsection (1) or (2)—

(a)must specify the principal company of the joint venture group concerned,

(b)may be given only with the consent of that principal company,

(c)must specify a date from which this Part is to apply in relation to the property rental business, and

(d)must be given in writing to an officer of Revenue and Customs before the date specified under paragraph (c).

(7)A company giving a notice under subsection (1) or (2) may do so—

(a)at the same time as giving notice under section 523 or 524 (as the case may be), or

(b)at any later time when the group or company (as the case may be) is a UK REIT.

(8)See section 589 for provision about the effect of a notice under this section.

Effect and duration of noticeU.K.

588Effect of notice under section 586U.K.

(1)If a notice is given under section 586(1), this Part applies in relation to the property rental business carried on by the joint venture company as if the company were a member of the venturing group.

(2)If a notice is given under section 586(2), this Part applies in relation to the property rental business carried on by the joint venture company as if the venturing company and the joint venture company were the members of a new group UK REIT (a “deemed UK REIT”).

(3)For the purposes of subsections (1) and (2) references in this Part to a company which is a member of a group UK REIT include references to—

(a)the joint venture company, and

(b)in a case within subsection (2), the venturing company.

(4)For the purposes of subsection (3)—

(a)references in this Part to a UK company which is a member of a group UK REIT include references to a joint venture company which—

(i)is UK resident, and

(ii)is not resident in another place in accordance with the law of that place relating to taxation, and

(b)references in this Part to a non-UK company which is a member of a group UK REIT include references to a joint venture company which is not within paragraph (a).

(5)For the purposes of subsections (1) and (2) any reference in this Part to—

(a)entry, or

(b)a company becoming a member of a group UK REIT,

is to be read in relation to the joint venture company as a reference to the date specified under section 586(6)(c).

(6)For the purposes of subsection (2)—

(a)references in this Part to a UK REIT (or group UK REIT) include references to the deemed UK REIT, and

(b)references in this Part to the principal company of a group are to be read as references to the venturing company.

[F168(7)Subsections (3) to (6) apply (in particular) for the purpose of interpreting section 549A(6)(a)(i) and (8)(a)(i).]