Finance (No. 2) Act 2023

Alternative finance arrangements U.K.

15 (1) After paragraph 58 insert—

“Alternative finance arrangements

59 (1) Sub-paragraph (2) applies for the purposes of determining the amounts of relevant interests in companies in accordance with paragraphs 3 to 6 and the provisions of Chapter 6 of Part 6 of CTA 2010 applied by those paragraphs.

(2) Where a person has (in substance) a beneficial entitlement to the profits of a company as a result of qualifying alternative finance arrangements—

(a) that entitlement is to be treated as an entitlement to a proportion of the profits of that company available for distribution to equity holders of the company, and

(b) that person is to be treated as an equity holder.

(3) “Qualifying alternative finance arrangements” means arrangements—

(a) that constitute alternative finance arrangements for the purposes of Chapter 6 of Part 6 of CTA 2009 (alternative finance arrangements), or

(b) that do not constitute alternative finance arrangements only as a result of section 508 of that Act (exclusion provision not at arms length).

(4) But arrangements that are analogous to a normal commercial loan are not qualifying alternative finance arrangements.

(5) Arrangements are analogous to a normal commercial loan if, were the arrangements structured as a loan that resulted in the same or similar entitlements of the parties to the arrangements, they would constitute a normal commercial loan within the meaning of section 162 of CTA 2010.”

(2) In paragraph 3, after sub-paragraph (5) insert—

“(5A) See also paragraph 59, which makes provision for parties to alternative finance arrangements who are equivalent to equity holders to be treated as such.”

(3) In paragraph 58(1), in the definition of “equity holder” at the end insert “, but see also paragraph 59 of this Schedule”.