170Adjustments for ultimate parent that is a flow-through entityU.K.
(1)Where—
(a)the ultimate parent of a multinational group is a flow-through entity, and
(b)on determining its adjusted profits for an accounting period (ignoring this section), it has made a profit for that period,
those profits are to be further adjusted so as to exclude any amount of its profits that is qualifying.
(2)An amount of profits is qualifying if—
(a)it represents an amount of the ultimate parent’s profits to which the holder of [F1a direct ownership interest] in the ultimate parent is entitled as a result of that interest, and
(b)condition A, B or C is met.
[F2(2A)Where profits are allocated to the ultimate parent as a result of section 168 (underlying profits of transparent and reverse hybrid entities), those profits are to be regarded, for the purposes of this section, as profits to which holders of ownership interests in the ultimate parent are entitled (to each in proportion to the proportion of those profits to which they would have been entitled had those profits actually accrued to the ultimate parent).]
(3)Condition A is that the holder of the ownership interest is subject to tax on the amount for a taxable period that ends within 12 months of the accounting period of the group and—
(a)the holder is subject to tax on the full amount of the ultimate parent’s profits to which it is entitled at a nominal rate equal to, or in excess of, 15%, or
(b)it is reasonable to expect that the sum of—
(i)the covered taxes payable by the ultimate parent in respect of the amount of the ultimate parent’s profits to which the holder is entitled, and
(ii)taxes payable by the holder of the ownership interest in respect of the amount of the ultimate parent’s profits to which the holder is entitled,
is equal to, or more than, 15% of the amount of the profits of the ultimate parent to which the holder of the interest is entitled.
(4)Condition B is that the holder of the ownership interest is an individual that—
(a)is tax resident in the territory of the ultimate parent, and
(b)does not hold ownership interests that together entitle the person to more than 5% of the profits and assets of the ultimate parent.
(5)Condition C is that the holder of the ownership interest is a governmental entity, an international organisation, a non-profit organisation or a pension fund that—
(a)is located in the territory of the ultimate parent, and
(b)does not hold ownership interests that together entitle that entity to more than 5% of the profits and assets of the ultimate parent.
(6)Where the adjusted profits of the ultimate parent of a multinational group for an accounting period are reduced as a result of subsection (1), its covered tax balance (see section 174) is—
(a)in the case of a positive covered tax balance, to be reduced by the same proportion that the underlying profits were reduced, or
(b)in the case of a negative covered tax balance, to be increased by that same proportion.
(7)Where—
(a)the ultimate parent of a multinational group is a flow-through entity,
(b)on determining its adjusted profits for an accounting period (ignoring this section), it has made a loss for that period,
those profits are to be further adjusted so as to exclude any disqualified amount of that loss.
(8)An amount of that loss is disqualified if the holder of an ownership interest in the ultimate parent is allowed to use that amount in computing the holder’s taxable income.
(9)This section applies to a member of a multinational group as it applies to the ultimate parent if the member is—
(a)a permanent establishment through which the ultimate parent wholly or partly carries out its business, if the ultimate parent is a flow-through entity, or
(b)a permanent establishment through which the business of a flow-through entity is carried out, if the ultimate parent’s interest in that entity is held directly or through one or more entities all of which are regarded as tax transparent in the territory in which the ultimate parent is located.
Textual Amendments
F1Words in s. 170(2) substituted (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. 14(9)(a)
F2S. 170(2A) inserted (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. 14(9)(b)