Corporation Tax Act 2010 Explanatory Notes

Corporation Tax Act 2010

2010 CHAPTER 4

Introduction

Part 10: Close companies

Chapter 2: Basic definitions

Section 452: “Director”

1373. This interpretative section is based on section 417(5) and (6) of ICTA.

1374. Section 417(5) of ICTA refers to “the company’s trade or business”. Section 6(4)(b) of ICTA provides that, in Part 11 of that Act, “trade” includes “vocation” and also includes an office or employment. A company cannot carry on an employment. In relation to a company, “business” is apt to include an office. Subsection (2) therefore does not provide that “trade” includes an office or employment. In addition, subsection (2)includes a minor change in the law, in that it does not provide that “trade” includes “vocation”. See Change 4 in Annex 1.

1375. Section 417(5)(b) of ICTA has the phrase “directly or through the medium of other companies or by any other indirect means”. It follows from the meaning of “other” that “through the medium of other companies or by any other indirect means” can be compressed to “by any indirect means”. Compare Viscount Radcliffe’s remarks on “interest, annuities, or other annual payments” in CIR v Frere (1964) 42 TC 125 HL on page 152. And, as a matter of normal English usage, “by any indirect means” is synonymous with “indirectly”. Subsection (2)(b)(ii) therefore compresses the phrase under review to “directly or indirectly”.

1376. In section 417(6) of ICTA, if a person (P) is deemed to own whatever P’s associates own or control, then “either on his own or with one or more associates” is otiose. Subsection (3) therefore omits it. And subsection (3) goes on to omit as otiose “even if he does not own or control share capital on his own”.