Finance Act 2013

166 Companies

(1) In this Part “company” means a body corporate but does not include—

(a) a corporation sole, or

(b) any partnership (see section 167(1)).

(2) Everything to be done by a company under this Part must be done by the company acting through—

(a) the proper officer of the company, or

(b) another person who has the express, implied or apparent authority of the company to act on its behalf for the purpose.

(3) Service of a document on a company under this Part may be effected by serving the document on the proper officer.

(4) Tax due from any company that is incorporated under the law of a country or territory outside the United Kingdom may be recovered from the proper officer of the company (as well as by any means available in the absence of this subsection).

(5) The proper officer—

(a) may retain, out of any money that may come into the officer’s hands on the company’s behalf, enough money to pay that tax, and

(b) is entitled to be fully reimbursed by the company (whether by that method or another) for amounts recovered from the officer under subsection (4).

(6) For the purposes of this section the proper officer of a company is—

(a) the secretary, or a person acting as secretary, of the company, or

(b) if the company does not have a proper officer within paragraph (a), the treasurer, or a person acting as treasurer, of the company.

(7) If a liquidator has been appointed for the company—

(a) subsections (2)(b) and (6) do not apply, and

(b) the liquidator is the proper officer of the company.

(8) If an administrator has been appointed for the company—

(a) subsection (6) does not apply, and

(b) the administrator is the proper officer of the company.

(9) If two or more persons are appointed to act jointly or concurrently as the administrator of the company, the proper officer of the company is—

(a) whichever of those persons is specified in a notice given by the administrators to an officer of Revenue and Customs for the purposes of this section, or

(b) if no notice is given under paragraph (a), whichever of those persons is designated by an officer of Revenue and Customs as the proper officer for those purposes.

(10) See also section 153 (public bodies) and section 154 (bodies established for national purposes).