Finance Act 2022

PART 12 U.K. Supplementary

Minor and consequential amendments U.K.

56 (1) In section 212 of TCGA 1992 (annual deemed disposal of certain holdings of insurance companies), in subsection (1), at the end of paragraph (c) insert “or,

(d) shares in a company which is, or is a member of, a QAHC within the meaning of Schedule 2 to the Finance Act 2022 (qualifying asset holding companies),”.

(2) In section 830(4) of ITTOIA 2005 (meaning of “relevant foreign income”) omit the “and” before paragraph (i) and after that paragraph insert “, and

(j) paragraph 46(2) of Schedule 2 to FA 2022 (qualifying asset holding companies).”

(3) In section 465(3) of CTA 2009 (exclusion of distributions except in tax avoidance cases) omit the “and” before paragraph (d) and after that paragraph insert “, and

(e) paragraph 44 of Schedule 2 to FA 2022 (distributions under certain securities issued by qualifying asset holding companies).”

Making of notifications and returns U.K.

57 (1) HMRC may require that any information required to be given to HMRC by virtue of this Schedule is to be given in such form and manner (including by specified means of electronic communication) as may be specified in a notice published by HMRC.

(2) A notice under sub-paragraph (1) may be amended or withdrawn by HMRC by publication of a further notice.

Interpretation U.K.

58 (1) In this Schedule—

• “AIF” has the meaning given by regulation 3 of the Alternative Investment Fund Managers Regulations 2013 (S.I. 2013/1773);

• “category A investor” is to be construed in accordance with paragraph 8;

• “collective investment scheme” has the meaning given by section 235 of FISMA 2000;

• “company tax return” has the meaning it has in Schedule 18 to FA 1998;

• “cure period” is to be construed in accordance with paragraph 27(3) to (5);

• “enhanced class” is to be construed in accordance with paragraph 3(3);

• “entry notification” is to be construed in accordance with paragraph 14;

• “equity holder” has the meaning it has in Part 5 of CTA 2010 (see section 158 of that Act) [F1 , but see also paragraph 59 of this Schedule];

• “equity securities” has the meaning given by section 560 of the Companies Act 2006;

• “exit notification” is to be construed in accordance with paragraph 25;

• “fund” and “qualifying fund” are to be construed in accordance with paragraph 9;

• “HMRC” means Her Majesty’s Revenue and Customs;

• “land” includes—

  (a)

  buildings and structures;

  (b)

  any estate, interest or right in or over land;

  (c)

  land under the sea or otherwise covered by water;

• “market value” has the meaning it has in TCGA 1992 (see sections 272 and 273 of that Act);

• “own shares” is to be construed in accordance with paragraph 47(5);

• “overseas land” means land outside the United Kingdom;

• “QAHC ring fence business” has the meaning given by paragraph 20(1);

• “qualifying shares” is to be construed in accordance with paragraph 53;

• “participant”, in relation to a qualifying fund, means a person who takes part in the arrangements constituting the fund, whether by becoming the owner of, or of any part of, the property that is the subject of the arrangements or otherwise;

• “relevant distribution” has the meaning given by paragraph 44(3);

• “relevant interest” is to be construed in accordance with paragraph 3;

• [F2 “securitisation company” means a company whose profits are brought into account, for corporation tax purposes, in accordance with regulation 14 of the Taxation of Securitisation Companies Regulations 2006 (S.I. 2006/3296);]

• “substantial shareholding” is to be construed in accordance with Schedule 7AC to TCGA 1992 (see, in particular, paragraphs 8 and 8A of that Schedule);

• “UK REIT” means—

  (a)

  a company UK REIT within the meaning of Part 12 of CTA 2010 (see section 524 of that Act), or

  (b)

  a company that is a member of a group UK REIT within the meaning of that Part (see sections 523 and 606 of that Act);

• “underlying subject matter”, in relation to a derivative contract, is to be construed in accordance with section 583 of CTA 2009 (meaning of “underlying subject matter”);

• “wind-down period” is to be construed in accordance with paragraph 28.

(2) References in this Schedule to “investment management services” are to be construed in accordance with the definition of that term in section 809EZE of ITA 2007 as if—

(a) references in that definition to an investment scheme included a QAHC, and

(b) references to participants were, in relation to a QAHC, to persons with a relevant interest in the QAHC.

[F3 (3) In this Schedule, apart from in paragraphs 42 and 43 (worldwide groups), references to a company being a member of a group of companies are to be read in accordance with section 170 of TCGA 1992 (interpretation of sections 171 to 181 of that Act: groups).]

Textual Amendments

F1 Words in Sch. 2 para. 58(1) inserted (11.7.2023) by Finance (No. 2) Act 2023 (c. 30), Sch. 4 para. 15(3)

F2 Words in Sch. 2 para. 58(1) inserted (retrospective to 15.3.2023) by Finance (No. 2) Act 2023 (c. 30), Sch. 4 para. 8(2)(3) (with Sch. 4 para. 8(4))

F3 Sch. 2 para. 58(3) inserted (11.7.2023) by Finance (No. 2) Act 2023 (c. 30), Sch. 4 para. 13(3)

[F4 Alternative finance arrangements] U.K.

[F4 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.]

Textual Amendments

F4 Sch. 2 para. 59 and cross-heading inserted (11.7.2023) by Finance (No. 2) Act 2023 (c. 30), Sch. 4 para. 15(1)