F1PART 9AControlled foreign companies
Chapter 22Supplementary provision
371VECell companies etc
1
This Part applies in relation to unincorporated cells and incorporated cells as if they were non-UK resident companies.
2
An “unincorporated cell” is an identifiable part (by whatever name known) of a non-UK resident company which meets the following condition.
3
The condition is that, under the law under which the non-UK resident company is incorporated or formed, under the articles of association or other document regulating the non-UK resident company or under any arrangement entered into by or in relation to the non-UK resident company—
a
assets and liabilities of the non-UK resident company may be wholly or mainly allocated to the part of the company in question,
b
liabilities so allocated are to be met wholly or mainly out of assets so allocated, and
c
there are members of the non-UK resident company who have rights in relation to the company's assets which cover only or mainly assets so allocated.
4
Subsection (1) does not affect the status of the non-UK resident company mentioned in subsection (2) as a company for the purposes of this Part; but its assets and liabilities are to be apportioned between it and the unincorporated cell (and any other unincorporated cells which are part of the company) on a just and reasonable basis.
5
An “incorporated cell” is an entity (by whatever name known) established under the articles of association or other document regulating a non-UK resident company—
a
which, under the law under which the non-UK resident company is incorporated or formed, has a legal personality distinct from that of the non-UK resident company, but
b
which is not itself a company (ignoring this section).
6
Subsection (1) does not affect the status of the non-UK resident company mentioned in subsection (5) as a company for the purposes of this Part.
7
The Treasury may by regulations provide for this Part to apply in relation to—
a
parts of companies falling within specified descriptions, or
b
other entities falling within specified descriptions which are not themselves companies (ignoring this section),
as if they were non-UK resident companies.
8
Regulations under subsection (7) may add to, repeal or otherwise amend subsections (1) to (6).
Pt. 9A inserted (17.7.2012) by Finance Act 2012 (c. 14), Sch. 20 para. 1 (with ss. 56-58)