Part IV Shares, securities, options etc.
Chapter II Reorganisation of share capital, conversion of securities etc.
F1Transparent entities: disapplication of reliefs related to Mergers Directive
140L.Interpretation
(1)
In sections 140A to 140K F2and this section, unless the contrary intention appears—
(a)
“the Mergers Directive” means Council Directive F32009/133/EC,
(b)
“company” means an entity listed as a company in F4Part A of Annex I to the Mergers Directive, and
(c)
“transparent entity” means an entity which is resident in a member State other than the United Kingdom and is listed as a company in F4Part A of Annex I to the Mergers Directive, but—
(i)
does not have an ordinary share capital (within the meaning given by F5section 1119 of CTA 2010), and
(ii)
if it were resident in the United Kingdom, would not be capable of being a company within the meaning given by the Companies Act 2006.
(2)
For the purposes of those sections and subsection (1) above, a company is resident in a member State if—
(a)
it is within a charge to tax under the law of the State as being resident for that purpose, and
(b)
it is not regarded, for the purpose of any double taxation relief arrangements to which the State is a party, as resident in a territory not within a member State.