Finance (No. 2) Act 2023

Part 2 U.K. Meaning of “filing member”

2 (1) The filing member of a multinational group is the ultimate parent of that group, unless a nomination under sub-paragraph (2) is in force. U.K.

(2) The nomination referred to in sub-paragraph (1) is a nomination by the ultimate parent of the group that another person should act as the filing member.

(3) The ultimate parent may only nominate a person if—

(a) the person is a member of the group, and

(b) the person is a company.

(4) If the ultimate parent nominates a person under sub-paragraph (2), they must—

(a) nominate the same person as the filing member for the purposes of Schedule 18;

(b) if the nomination ceases to be in force, revoke the nomination referred to in paragraph (a);

(c) if the nomination referred to in paragraph (a) ceases to be in force, revoke the nomination.

(5) The ultimate parent must provide the person nominated with everything the person may reasonably require in order to comply with the obligations of a filing member under this Schedule.

(6) While a nomination under sub-paragraph (2) is in force, the filing member of a multinational group is the person nominated.

(7) A nomination is in force from the time it is made until any of the following events occurs—

(a) the ultimate parent nominates another person;

(b) the person nominated ceases to be a member of the group;

(c) the person nominated ceases to be a company;

(d) the ultimate parent revokes the nomination;

(e) an officer of Revenue and Customs revokes the nomination.

(8) An officer of Revenue and Customs may revoke a nomination if the officer considers that—

(a) the ultimate parent is not complying with its obligation under sub-paragraph (5), or

(b) the person nominated is not complying with the obligations of a filing member under this Schedule.

(9) An officer of Revenue and Customs revokes a nomination by notifying the ultimate parent and the nominated person of the revocation.

(10) The revocation has effect when the notification is issued.

(11) Any nomination, or revocation of a nomination, must be in writing.

(12) Paragraph 3 makes provision for circumstances in which the ultimate parent is the filing entity but is not a company.

(13) Paragraph 4 makes specific provision for a multinational group that is part of a multi-parent group.

(14) Paragraph 5 makes provision for the effect of the filing member of a multinational group changing.

3 (1) This paragraph applies where— U.K.

(a) the filing member of a multinational group is its ultimate parent, and

(b) the ultimate parent is not a company.

(2) The obligations of the filing member under this Schedule may be met by—

(a) in the case of a partnership other than a limited partnership F1 ..., any partner;

(b) in the case of a limited partnership, any general partner;

F2 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d) in the case of a trust, any trustee;

(e) in the case of any other arrangement, any person responsible for preparing the separate financial accounts.

[F3 (3) In this Schedule—

(a) “limited partnership” includes an entity established under the law of a territory outside the United Kingdom that is equivalent to a limited partnership, and

(b) “general partner” includes a partner of such an entity that corresponds to a general partner.

(4) See also section 232A, which contains provision about the continuity of partnerships which is relevant to this paragraph.

(5) Where an obligation of a partnership may be met by one of its partners and the partnership does not comply with that obligation—

(a) an officer of Revenue and Customs may by notice require any such partner to meet the obligation, and

(b) that partner is to be treated for that purpose as the filing member (and accordingly may be subject to any penalty for a failure to comply).]

Textual Amendments

F1 Words in Sch. 14 para. 3(2)(a) omitted (22.2.2024 with effect for accounting periods beginning on or after 31.12.2023 in accordance with Sch. 12 para. 1(2) of the amending Act) by virtue of Finance Act 2024 (c. 3), Sch. 12 para. 2(6)(a)(i)

F2 Sch. 14 para. 3(2)(c) omitted (22.2.2024 with effect for accounting periods beginning on or after 31.12.2023 in accordance with Sch. 12 para. 1(2) of the amending Act) by virtue of Finance Act 2024 (c. 3), Sch. 12 para. 2(6)(a)(ii)

F3 Sch. 14 para. 3(3)-(5) substituted for Sch. 14 para. 3(3) (22.2.2024 with effect for accounting periods beginning on or after 31.12.2023 in accordance with Sch. 12 para. 1(2) of the amending Act) by Finance Act 2024 (c. 3), Sch. 12 para. 2(6)(a)(iii)

4 (1) The obligations of a filing member of a multinational group that is part of a multi-parent group may be met by the filing member of any of the groups that are part of that multi-parent group, subject to sub-paragraph (2). U.K.

(2) The obligations of the filing member may not be met by a person nominated under paragraph 2(2) unless the ultimate parent of each group forming the multi-parent group has authorised the nomination.

(3) Any authorisation must be in writing.

5 (1) This paragraph applies if at any time (“the relevant time”) a person (“the new filing member”) becomes the filing member of a multinational group in place of another person (“the old filing member”). U.K.

(2) The obligations and liabilities of the new filing member under this Schedule include any obligations and liabilities the old filing member had under this Schedule.

(3) Anything done as the filing member of the group by or in relation to the old filing member, before the relevant time, is treated as having been done by or in relation to the new filing member.

(4) Accordingly, a penalty may be imposed on the new filing member in respect of anything done before the relevant time if, at that time, a penalty could have been imposed on the old filing member in respect of the thing done.

(5) Anything done by HMRC in relation to the old filing member under this Schedule, before the end of the day the change is notified, is treated for all purposes under this Schedule as done in relation to the new filing member.

(6) Anything that, at any time during the period beginning with the relevant time and ending with the day the change is notified, is in the process of being done under this Schedule in relation to the old filing member may be continued in relation to the new filing member.

(7) Accordingly, any reference in an enactment or other instrument to the filing member of the group is to be read, so far as necessary for the purposes of giving effect to any of sub-paragraphs (2) to (6), as being or including a reference to the new filing member.

(8) In this paragraph—

(a) any reference to an act includes an omission;

(b) any reference to the day the change is notified is to the day on which an officer of Revenue and Customs receives notification that the new filing member has become the filing member of the group.

(9) Nothing in this paragraph—

(a) prevents HMRC or anyone else, after the relevant time, from imposing a penalty, exercising any other power, or doing anything else, in relation to the old filing member in respect of anything done before the relevant time, or

(b) affects the validity of anything done before the relevant time.