- Latest available (Revised)
- Point in Time (26/03/2015)
- Original (As enacted)
Version Superseded: 15/09/2016
Point in time view as at 26/03/2015.
Corporation Tax Act 2009, Part 17 is up to date with all changes known to be in force on or before 29 August 2024. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
Changes and effects yet to be applied by the editorial team are only applicable when viewing the latest version or prospective version of legislation. They are therefore not accessible when viewing legislation as at a specific point in time. To view the ‘Changes to Legislation’ information for this provision return to the latest version view using the options provided in the ‘What Version’ box above.
(1)This Part contains some special rules about partnerships.
(2)For restrictions that in some circumstances affect relief for losses, and certain other reliefs, for a company that is a member of a partnership see [F1Chapter 3 of Part 22 of CTA 2010 (transfer of relief within partnerships)].
Textual Amendments
F1Words in s. 1256(2) substituted (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), s. 1184(1), Sch. 1 para. 690 (with Sch. 2)
(1)In this Act persons carrying on a trade in partnership are referred to collectively as a “firm”.
(2)This section and sections 1259 to 1266 are expressed to apply to trades, but unless otherwise indicated (whether expressly or by implication) also apply to businesses that are not trades.
(3)In those sections as applied by subsection (2)—
(a)references to a trade are references to a business, and
(b)references to the profits of a trade are references to the income arising from a business.
Unless otherwise indicated (whether expressly or by implication), a firm is not to be regarded for corporation tax purposes as an entity separate and distinct from the partners.
(1)This section applies if a firm carries on a trade and any partner in the firm (“the partner”) is a company within the charge to corporation tax.
(2)For any accounting period of the firm, the amount of the profits of the trade (“the amount of the firm's profits”) is taken to be the amount determined, in relation to the partner, in accordance with subsection (3) or (4).
(3)If the partner is UK resident—
(a)determine what would be the amount of the profits of the trade chargeable to corporation tax for that period if a UK resident company carried on the trade, and
(b)take that to be the amount of the firm's profits.
(4)If the partner is non-UK resident—
(a)determine what would be the amount of the profits of the trade chargeable to corporation tax for that period if a non-UK resident company carried on the trade, and
(b)take that to be the amount of the firm's profits.
(5)The amount of any losses of the trade for an accounting period of the firm is calculated, in relation to the partner, in the same way as the amount of any profits.
(6)This section is subject to section 1260.
Modifications etc. (not altering text)
C1Ss. 1259-1265 modified (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), ss. 765(2), 768(4), 1184(1) (with Sch. 2)
(1)In determining under section 1259 the profits of a trade for any accounting period no account is taken of any losses for another accounting period.
(2)Profits and losses are determined under section 1259 on the basis that no interest paid or other distribution made by the firm is a distribution for the purposes of section 1305(1) (which provides that no deduction is allowed for dividends or other distributions).
Modifications etc. (not altering text)
C1Ss. 1259-1265 modified (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), ss. 765(2), 768(4), 1184(1) (with Sch. 2)
(1)In this Part references to an accounting period of a firm which carries on a trade are to a period that would be an accounting period of the firm if the firm were a company.
(2)For the purposes of subsection (1) it is to be assumed that the company by reference to which the accounting periods of the firm are determined (“the deemed company”)—
(a)is UK resident,
(b)acquires a source of income on the occurrence of an event that falls within subsection (3),
(c)ceases to trade on the occurrence of an event that falls within subsection (4), and
(d)ceases to trade, and immediately afterwards starts to trade, on the occurrence of a change in the persons carrying on the trade falling within subsection (5).
Paragraph (a) is subject to subsection (6).
(3)An event falls within this subsection if—
(a)immediately before the event no company carries on the trade in partnership, and
(b)immediately after the event the trade is carried on in partnership by persons who include a company.
(4)An event falls within this subsection if—
(a)immediately before the event the trade is carried on in partnership by persons who include a company, and
(b)immediately after the event no company carries on the trade in partnership.
(5)A change in the persons carrying on the trade falls within this subsection if—
(a)both immediately before and immediately after the change the trade is carried on in partnership by persons who include a company, but
(b)no company which carried on the trade immediately before the change continues to carry it on after the change.
(6)For the purpose of determining, in relation to a partner, the accounting periods by reference to which profits are to be calculated under section 1259, the residence of the deemed company at any time is to be taken to be the same as the partner's.
Modifications etc. (not altering text)
C1Ss. 1259-1265 modified (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), ss. 765(2), 768(4), 1184(1) (with Sch. 2)
C2S. 1261 applied by 2010 c. 4, s. 357GB(5) (as inserted (with effect in accordance with Sch. 2 paras. 7, 8 of the amending Act) by Finance Act 2012 (c. 14), Sch. 2 para. 1(1))
(1)For any accounting period of a firm a partner's share of a profit or loss of a trade carried on by the firm is determined for corporation tax purposes in accordance with the firm's profit-sharing arrangements during that period.
This is subject to sections 1263 [F2to 1264A].
(2)If a firm [F3makes qualifying charitable donations], a partner's [F4share of the donations] is determined for corporation tax purposes in accordance with the firm's profit-sharing arrangements during the accounting period of the firm in which the [F5donations are made].
F6(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4)In this section and sections 1263 and 1264 “profit-sharing arrangements” means the rights of the partners to share in the profits of the trade and the liabilities of the partners to share in the losses of the trade.
Textual Amendments
F2Words in s. 1262(1) substituted (retrospective to 5.12.2013 and with effect in accordance with Sch. 17 paras. 12, 13 of the amending Act) by Finance Act 2014 (c. 26), Sch. 17 paras. 10(2), 11
F3Words in s. 1262(2) substituted (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), s. 1184(1), Sch. 1 para. 691(2)(a) (with Sch. 2)
F4Words in s. 1262(2) substituted (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), s. 1184(1), Sch. 1 para. 691(2)(b) (with Sch. 2)
F5Words in s. 1262(2) substituted (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), s. 1184(1), Sch. 1 para. 691(2)(c) (with Sch. 2)
F6S. 1262(3) repealed (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), s. 1184(1), Sch. 1 para. 691(3), Sch. 3 Pt. 1 (with Sch. 2)
Modifications etc. (not altering text)
C1Ss. 1259-1265 modified (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), ss. 765(2), 768(4), 1184(1) (with Sch. 2)
C3S. 1262(1) applied by 2010 c. 4, s. 357WH (as inserted (with effect in accordance with s. 5 of the amending Act) by Corporation Tax (Northern Ireland) Act 2015 (c. 21), s. 1)
(1)For any accounting period of a firm, if—
(a)the calculation under section 1259 in relation to a partner (“company A”) produces a profit, and
(b)company A's share determined under section 1262 is a loss,
company A's share of the profit of the trade is neither a profit nor a loss.
(2)For any accounting period of a firm, if—
(a)the calculation under section 1259 in relation to company A produces a profit,
(b)company A's share determined under section 1262 is a profit, and
(c)the comparable amount for at least one other partner is a loss,
company A's share of the profit of the trade is the amount produced by the formula in subsection (3).
(3)The formula is—
where—
FP is the amount of the firm's profit calculated under section 1259 in relation to company A,
PP is the amount determined under section 1262 to be company A's profit, and
TCP is the total of the comparable amounts attributed to other partners under Step 3 in subsection (4) that are profits.
(4)The comparable amount for each partner other than company A is determined as follows.
Step 1
Take the firm's profit calculated under section 1259 in relation to company A.
Step 2
Determine in accordance with the firm's profit-sharing arrangements during the relevant accounting period the shares of that profit that are attributable to each of the other partners.
Step 3
Each such share is the comparable amount for the partner to whom it is attributed.
(5)In subsections (2) to (4) “partner” means any partner in the firm, whether or not within the charge to corporation tax.
Modifications etc. (not altering text)
C1Ss. 1259-1265 modified (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), ss. 765(2), 768(4), 1184(1) (with Sch. 2)
(1)For any accounting period of a firm, if—
(a)the calculation under section 1259 in relation to a partner (“company A”) produces a loss, and
(b)company A's share determined under section 1262 is a profit,
company A's share of the loss of the trade is neither a profit nor a loss.
(2)For any accounting period of a firm, if—
(a)the calculation under section 1259 in relation to company A produces a loss,
(b)company A's share determined under section 1262 is a loss, and
(c)the comparable amount for at least one other partner is a profit,
company A's share of the loss of the trade is the amount produced by the formula in subsection (3).
(3)The formula is—
where—
FL is the amount of the firm's loss calculated under section 1259 in relation to company A,
PL is the amount determined under section 1262 to be company A's loss, and
TCL is the total of the comparable amounts attributed to other partners under Step 3 in subsection (4) that are losses.
(4)The comparable amount for each partner other than company A is determined as follows.
Step 1
Take the firm's loss calculated under section 1259 in relation to company A.
Step 2
Determine in accordance with the firm's profit-sharing arrangements during the relevant accounting period the shares of that loss that are attributable to each of the other partners.
Step 3
Each such share is the comparable amount for the partner to whom it is attributed.
(5)In subsections (2) to (4) “partner” means any partner in the firm, whether or not within the charge to corporation tax.
Modifications etc. (not altering text)
C1Ss. 1259-1265 modified (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), ss. 765(2), 768(4), 1184(1) (with Sch. 2)
(1)Subsection (2) applies in a case in which—
(a)section 850C(4) or 850D(4) of ITTOIA 2005 applies for a period of account (“the relevant period of account”), and
(b)the partner who is “B” for the purposes of section 850C or 850D of that Act (as the case may be) is a company.
(2)In applying sections 1262 to 1264 in relation to the company—
(a)for the accounting period of the firm which coincides with the relevant period of account, or
(b)if no accounting period of the firm coincides with the relevant period of account, for accounting periods of the firm in which the relevant period of account falls,
such adjustments are to be made as are just and reasonable to take account of the increase under section 850C(4) of ITTOIA 2005 or A's share of the firm's profit under section 850D(4) of that Act.
(3)Sections 850C(23) and 850E(2) of ITTOIA 2005 apply for corporation tax purposes as they apply for income tax purposes.]
Textual Amendments
F7S. 1264A inserted (retrospective to 5.12.2013 and with effect in accordance with Sch. 17 paras. 12, 13 of the amending Act) by Finance Act 2014 (c. 26), Sch. 17 paras. 10(3), 11
(1)This section applies if—
(a)a share of a profit or loss calculated for an accounting period of a firm is allocated to a company under any of sections 1262 to 1264, and
(b)the accounting period of the firm does not coincide with an accounting period of the company.
(2)The share of the profit or loss must be apportioned between the accounting periods of the company in which the accounting period of the firm falls.
Modifications etc. (not altering text)
C1Ss. 1259-1265 modified (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), ss. 765(2), 768(4), 1184(1) (with Sch. 2)
(1)This section applies if—
(a)a UK resident company (“the partner”) is a member of a firm which—
(i)resides outside the United Kingdom, or
(ii)carries on a trade the control and management of which is outside the United Kingdom, and
(b)by virtue of any arrangements having effect under [F8section 2(1) of TIOPA 2010] (“the arrangements”) any of the income of the firm is relieved from corporation tax in the United Kingdom.
(2)The partner is liable to corporation tax on the partner's share of the income of the firm despite the arrangements.
(3)If the partner's share of the income of the firm consists of or includes a share in a qualifying distribution made by a UK resident company, the partner (and not the firm) is, despite the arrangements, entitled to the share of the tax credit which corresponds to the partner's share of the distribution.
(4)For the purposes of this section the members of a firm include any company which is entitled to a share of the income of the firm.
Textual Amendments
F8Words in s. 1266(1)(b) substituted (with effect in accordance with s. 381(1) of the amending Act) by Taxation (International and Other Provisions) Act 2010 (c. 8), s. 381(1), Sch. 8 para. 101 (with Sch. 9 paras. 1-9, 22)
(1)In the case of a trade or property business carried on by a firm, the amount of any adjustment under—
(a)Chapter 14 of Part 3 (adjustment on change of basis: trades), or
(b)section 262 (giving effect to positive and negative adjustments: property businesses),
is calculated as if the firm were a UK resident company.
(2)Each partner's share of any amount brought into account as a receipt under Chapter 14 of Part 3, or section 262, is determined according to the firm's profit-sharing arrangements for the 12 months ending immediately before the date on which the new basis was adopted.
(3)A change in the persons carrying on a trade from one period of account to the next does not prevent Chapter 14 of Part 3 applying in relation to the trade so long as a company carrying on the trade in partnership immediately before the change continues to carry it on in partnership after the change.
(4)A change in the persons carrying on a property business from one period of account to the next does not prevent section 262 applying (by virtue of section 261) in relation to the property business so long as a company carrying on the property business in partnership immediately before the change continues to carry it on in partnership after the change.
(5)Sections 1259 to 1264 do not apply so far as subsection (1) or (2) applies.
(1)A change in the persons carrying on a trade does not constitute the permanent cessation of the trade for the purposes of section 186 (mark to market: election for spreading) so long as a company carrying on the trade in partnership immediately before the change continues to carry it on in partnership after the change.
(2)Any election under section 186 must be made jointly by all the persons who have been members of the firm in the period of 12 months ending immediately before the date on which the new basis was adopted.
In sections 1267 and 1268—
(a)“profit-sharing arrangements” means the rights of the partners to share in the profits of the trade or property business (as the case requires), and
(b)references to the date on which the new basis was adopted are to the first day of the first period of account for which it was adopted.
Textual Amendments
F9Word in s. 1269 substituted (with effect in accordance with s. 381(1) of the amending Act) by virtue of Taxation (International and Other Provisions) Act 2010 (c. 8), s. 381(1), Sch. 8 para. 311 (with Sch. 9 paras. 1-9, 22)
(1)The rule in section 36(2) (farming trades) operates in relation to firms so that—
(a)all farming in the United Kingdom which a firm carries on, other than farming carried on as part of another trade, is treated as one trade, but
(b)the farming carried on by a firm which is treated as one trade is not included in any farming trade of any partner in the firm.
(2)Section 205 (UK property business) operates in relation to firms so that—
(a)every business and transaction mentioned in that section carried on, or entered into, by a firm constitutes the firm's UK property business, but
(b)each business or transaction included in the firm's UK property business is not included in any UK property business of any partner in the firm.
(3)Section 206 (overseas property business) operates in relation to firms so that—
(a)every business and transaction mentioned in that section carried on, or entered into, by a firm constitutes the firm's overseas property business, but
(b)each business or transaction included in the firm's overseas property business is not included in any overseas property business of any partner in the firm.
(1)This section applies if each of the following conditions is met—
(a)a person (“the trader”) sells the whole or part of any patent rights in carrying on a trade,
(b)tax is chargeable under section 912 of this Act or section 587 of ITTOIA 2005 on the proceeds of the sale or on any instalment of those proceeds,
(c)the tax is chargeable in one or more accounting periods or tax years (referred to in this section as “the tax charge periods”),
(d)there is a change in the persons carrying on the trade at any time between the beginning of the first of those tax charge periods and the end of the last of them, and
(e)the partnership condition and the continuity condition are met.
(2)The partnership condition is that—
(a)the trader is a firm at the time of the sale, or
(b)the trade is carried on in partnership at any time between the beginning of the first of the tax charge periods and the end of the last of them.
(3)The continuity condition is—
(a)in the case of an amount chargeable under section 912, that a company which carried on the trade in partnership immediately before the change continues to carry it on in partnership after the change, or
(b)in the case of an amount chargeable under section 587 of ITTOIA 2005, that a person who carried on the trade immediately before the change continues to carry it on after the change.
(4)Any amounts chargeable in respect of the proceeds or instalment that would (apart from this section) be treated in accordance with Chapter 3 of Part 9 of this Act or Chapter 2 of Part 5 of ITTOIA 2005 as profits of the seller of the patent rights chargeable in tax charge periods falling wholly after the change are treated for corporation tax purposes—
(a)as proceeds, arising at a constant daily rate during the remainder of the relevant period, of a sale of patent rights by the person or persons carrying on the trade after the change, and
(b)if the trade is carried on in partnership after the change, as arising to the partners in shares calculated in accordance with the firm's profit-sharing arrangements.
(5)If the change occurs during the course of a tax charge period—
(a)any company that would, but for this section, have been charged to corporation tax in that period on a sum (“S”) in respect of the proceeds or instalment is so charged on a fraction of S proportionate to the length of the part of the period before the change, and
(b)the balance of S not dealt with under paragraph (a) is treated for the purposes of this section and section 861 of ITTOIA 2005 (sale of patent rights: effect of partnership changes) as if it were an amount such as is described in subsection (4).
(6)In this section “the remainder of the relevant period” means—
(a)if one or more tax charge periods begins after the tax charge period in which the change occurs, the period beginning immediately after the change and ending 6 years after the beginning of the first of the tax charge periods, or
(b)otherwise, the period beginning immediately after the change and ending at the end of the tax charge period in which the change occurs.
(7)In this section “profit-sharing arrangements” means the rights of the partners to share in the profits of the trade.
(1)This section applies if—
(a)a person sells the whole or part of any patent rights in carrying on a trade,
(b)by virtue of section 1271 amounts are chargeable to corporation tax under section 912 as profits of one or more companies for the time being carrying on the trade in partnership,
(c)a partner which is a company ceases to carry on the trade after that, and
(d)no company which carried on the trade immediately before the cessation continues to carry on the trade in partnership immediately after the cessation.
(2)Any amounts mentioned in subsection (1)(b) which would have been chargeable in any accounting period of a company later than that in which the cessation occurred are charged in the accounting period of the company in which the cessation occurred.
(1)For corporation tax purposes, if a limited liability partnership carries on a trade or business with a view to profit—
(a)all the activities of the limited liability partnership are treated as carried on in partnership by its members (and not by the limited liability partnership as such),
(b)anything done by, to or in relation to the limited liability partnership for the purposes of, or in connection with, any of its activities is treated as done by, to or in relation to the members as partners, and
(c)the property of the limited liability partnership is treated as held by the members as partnership property.
References in this subsection to the activities of the limited liability partnership are to anything that it does, whether or not in the course of carrying on a trade or business with a view to profit.
(2)For all purposes, except as otherwise provided, in the Corporation Tax Acts—
(a)references to a firm include a limited liability partnership in relation to which subsection (1) applies,
(b)references to members of a firm include members of such a limited liability partnership,
(c)references to a company do not include such a limited liability partnership, and
(d)references to members of a company do not include members of such a limited liability partnership.
(3)Subsection (1) continues to apply in relation to a limited liability partnership which no longer carries on any trade or business with a view to profit—
(a)if the cessation is only temporary, or
(b)during a period of winding up following a permanent cessation, provided that—
(i)the winding up is not for reasons connected in whole or in part with the avoidance of tax, and
(ii)the period of winding up is not unreasonably prolonged.
This is subject to subsection (4).
(4)Subsection (1) ceases to apply in relation to a limited liability partnership—
(a)on the appointment of a liquidator or (if earlier) the making of a winding up order by the court, or
(b)on the occurrence of any event under the law of a territory outside the United Kingdom corresponding to an event specified in paragraph (a).
(1)Subsection (2) applies at any time when section 863A(2) of ITTOIA 2005 (limited liability partnerships: salaried members) applies in the case of an individual (“M”) who is a member of a limited liability partnership in relation to which section 1273(1) applies.
(2)In relation to the charge to corporation tax on income, for the purposes of the Corporation Tax Acts—
(a)M is to be treated as being employed by the limited liability partnership under a contract of service instead of being a member of the partnership, and
(b)accordingly, M's rights and duties as a member of the limited liability partnership are to be treated as rights and duties under that contract of service.]
Textual Amendments
F10S. 1273A inserted (6.4.2014) by Finance Act 2014 (c. 26), Sch. 17 paras. 2, 6
The Whole Act you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Whole Act you have selected contains over 200 provisions and might take some time to download.
Would you like to continue?
The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download.
Would you like to continue?
The Whole Act you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
Latest Available (revised):The latest available updated version of the legislation incorporating changes made by subsequent legislation and applied by our editorial team. Changes we have not yet applied to the text, can be found in the ‘Changes to Legislation’ area.
Original (As Enacted or Made): The original version of the legislation as it stood when it was enacted or made. No changes have been applied to the text.
Point in Time: This becomes available after navigating to view revised legislation as it stood at a certain point in time via Advanced Features > Show Timeline of Changes or via a point in time advanced search.
Geographical Extent: Indicates the geographical area that this provision applies to. For further information see ‘Frequently Asked Questions’.
Show Timeline of Changes: See how this legislation has or could change over time. Turning this feature on will show extra navigation options to go to these specific points in time. Return to the latest available version by using the controls above in the What Version box.
Text created by the government department responsible for the subject matter of the Act to explain what the Act sets out to achieve and to make the Act accessible to readers who are not legally qualified. Explanatory Notes were introduced in 1999 and accompany all Public Acts except Appropriation, Consolidated Fund, Finance and Consolidation Acts.
Access essential accompanying documents and information for this legislation item from this tab. Dependent on the legislation item being viewed this may include:
This timeline shows the different points in time where a change occurred. The dates will coincide with the earliest date on which the change (e.g an insertion, a repeal or a substitution) that was applied came into force. The first date in the timeline will usually be the earliest date when the provision came into force. In some cases the first date is 01/02/1991 (or for Northern Ireland legislation 01/01/2006). This date is our basedate. No versions before this date are available. For further information see the Editorial Practice Guide and Glossary under Help.
Use this menu to access essential accompanying documents and information for this legislation item. Dependent on the legislation item being viewed this may include:
Click 'View More' or select 'More Resources' tab for additional information including: