Part 5Loan Relationships

Chapter 13European cross-border transfers of business

Introduction

421Introduction to Chapter

(1)

This Chapter applies if—

(a)

condition A or B is met, and

(b)

each of the companies mentioned in subsection (3)(a) or (4)(a) makes a claim under this section,

but see section 426 (tax avoidance etc) and section 429 (disapplication of Chapter where transparent entities involved).

(2)

Sections 424 and 425 (reorganisations involving loan relationships) also apply if, in addition to the conditions in section 424(1)(a) and (b), condition C is met in relation to the transfer in the course of which the reorganisation in question occurs.

(3)

Condition A is that—

(a)

a company resident in one member State transfers to a company resident in another member State the whole or part of a business carried on in the United Kingdom,

(b)

the transfer is wholly in exchange for shares or debentures issued by the transferee to the transferor, and

(c)

immediately after the transfer the transferee is within the charge to corporation tax.

(4)

Condition B is that—

(a)

a company transfers part of its business to one or more companies,

(b)

the transferor is resident in one member State,

(c)

the part of the transferor's business which is transferred is carried on by the transferor in the United Kingdom,

(d)

at least one transferee is resident in a member State other than that in which the transferor is resident (and each transferee is resident in a member State, but not necessarily the same one),

(e)

the transferor continues to carry on a business after the transfer,

(f)

immediately after the transfer each transferee is within the charge to corporation tax, and

(g)

the transfer—

(i)

is made in exchange for the issue of shares in or debentures of each transferee to each person holding shares in or debentures of the transferor, or

(ii)

is not so made only because, and only so far as, a transferee is prevented from so issuing such shares or debentures by section 658 of the Companies Act 2006 (c. 46) (general rule against limited company acquiring own shares) or by a corresponding provision of the law of another member State preventing such an issue.

(5)

Condition C is that—

(a)

a UK resident company transfers part of its business to one or more companies,

(b)

the part of the transferor's business which is transferred to the transferees was carried on immediately before the transfer in a member State other than the United Kingdom through a permanent establishment, and

(c)

the conditions in subsection (4)(d), (e) and (g) are met.

(6)

In this Chapter—

“the transfer of business” means the transfer of business mentioned in subsection (3)(a), (4)(a) or (5)(a),

“transferee” has the same meaning as in subsection (3), (4) or (5), and

“the transferor” has the same meaning as in subsection (3), (4) or (5).

(7)

For the meaning of “company” and “resident in a member State”, see section 430.