Finance Act 2022

MiscellaneousU.K.

48GroupsU.K.

(1)In this Part, other than in Schedule 7, “group” means two or more companies which together meet the following condition.

(2)The condition is that one of the companies is—

(a)the ultimate parent of each of the other companies, and

(b)is not the ultimate parent of any other company.

(3)A company (“A”) is the “ultimate parent” of another company (“B”) if—

(a)A is the parent of B, and

(b)no company is the parent of both A and B.

(4)A company (“A”) is the “parent” of another company (“B”) if—

(a)B is a 75% subsidiary of A,

(b)A is beneficially entitled to at least 75% of any profits available for distribution to equity holders of B, or

(c)A would be beneficially entitled to at least 75% of any assets of B available for distribution to its equity holders on a winding up.

49Miscellaneous provisionU.K.

Schedule 9 makes miscellaneous provision in connection with RPDT.

50Interpretation etcU.K.

(1)In this Part—

• “adjusted trading losses” and “adjusted trading profits” have the meaning given by section 39;

• “control” has the same meaning as in section 1124 of CTA 2010 (“control”);

• “development of residential property”, in relation to any activities, has the meaning given by section 35;

• “group”, and terms related to groups, have the meanings given by section 48;

• “HMRC” means Her Majesty’s Revenue and Customs;

• “HMRC Commissioners” means the Commissioners for Her Majesty’s Revenue and Customs;

• “interest in land”, in relation to an RP developer, has the meaning given by section 36;

• “non-profit housing company” has the meaning given by section 34;

• “relevant joint venture company” has the meaning given by section 40;

• “residential property” has the meaning given by section 37;

• “residential property developer” or “RP developer” has the meaning given by section 34;

• “residential property developer losses” or “RPD losses” has the meaning given by section 38;

• “residential property developer profits” or “RPD profits” has the meaning given by section 38;

• “residential property development activities” or “RPD activities” has the meaning given by section 35;

• “RPDT” has the meaning given by section 32;

• “substantial interest”, in relation to a relevant joint venture company, has the meaning given by section 40;

• “ultimate parent” has the meaning given by section 48;

• “wholly owned subsidiary” has the same meaning as in section 1159 of the Companies Act 2006 (meaning of “subsidiary” etc).

(2)Chapter 6 of Part 5 of CTA 2010 (equity holders and profits or assets available for distribution), other than sections 169 to 182, applies for the purposes of references in this Part to equity holders and beneficial entitlement to assets or profits of a company available for distribution to its equity holders, subject to subsection (3).

(3)In applying Chapter 6 of Part 5 (other than sections 169 to 182) and Chapter 3 of Part 24 of CTA 2010 for the purposes mentioned in subsection (2), they are to be read with all modifications necessary to ensure that—

(a)they apply to a company which does not have share capital, and to holders of corresponding ordinary holdings in such a company, in a way which corresponds to the way they apply to companies with ordinary share capital and holders of ordinary shares in such companies,

(b)they apply to a company which is an unincorporated association in a way which corresponds to the way they apply to companies which are bodies corporate,

(c)they apply in relation to ownership through an entity (other than a company), or any trust or other arrangement, in a way which corresponds to the way they apply to ownership through a company, and

(d)for the purposes of achieving paragraphs (a) to (c), profits or assets are attributed to holders of corresponding ordinary holdings in unincorporated associations, entities, trusts or other arrangements in a manner which corresponds to the way profits or assets are attributed to holders of ordinary shares in a company which is a body corporate.

(4)In subsection (3) “corresponding ordinary holding” in an unincorporated association, entity, trust or other arrangement means a holding or interest which provides the holder with economic rights corresponding to those provided by a holding of ordinary shares in a body corporate.

(5)Chapter 3 of Part 24 of CTA 2010 (subsidiaries) applies for the purposes of references in this Part to subsidiaries, subject to subsection (6).

(6)In applying Chapter 3 of Part 24 of CTA 2010 for the purposes mentioned in subsection (5)—

(a)share capital of a registered society is to be treated as if it were ordinary share capital, and

(b)a company (“the shareholder“) that directly owns shares in another company is to be treated as not owning those shares if a profit on their sale would be a trading receipt of the shareholder.