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Section 154 Arrangements for transfer of member of group of companies etcC3C1C2C4

United Kingdom

(1)

This section applies if, apart from this section, one company (“the first company”) and another company (“the second company”) would be members of the same group of companies.

(2)

For the purposes of this Part the companies are not members of the same group of companies if—

(a)

one of the companies has surrenderable amounts for an accounting period (“the current period”), and

(b)

arrangements within subsection (3) are in place.

(3)

Arrangements are within this subsection if they have any of the following effects F1(but see sections F2155A and 155B).

  • Effect 1

    At some time during or after the current period, the first company or any successor of it—

    1. (a)

      could cease to be a member of the same group of companies as the second company, and

    2. (b)

      could become a member of the same group of companies as a third company (see subsection (4)).

  • Effect 2

    At some time during or after the current period a person (other than the first or second company) has or could obtain, or persons together (other than those companies) have or could obtain, control of the first company but not of the second company.

  • Effect 3

    At some time during or after the current period, a third company could start to carry on the whole or a part of a trade that at a time during the current period is carried on by the first company and could do so—

    1. (a)

      as the successor of the first company, or

    2. (b)

      as the successor of another company which is not a third company and which started to carry on the whole or a part of the trade during or after the current period.

(4)

A “third company” means a company that is not, apart from any arrangements within subsection (3), a member of the same group of companies as the first company.

Annotations

Textual amendments

F1

Words in s. 154(3) inserted (with effect in accordance with art. 15 of the amending S.I.) by The Enactment of Extra-Statutory Concessions Order 2012 (S.I. 2012/266), arts. 1, 13(2)

F2

Word in s. 154(3) substituted (with effect in accordance with s. 31(4) of the amending Act) by Finance Act 2013 (c. 29), s. 31(2)

Modifications

C1

S. 154 applied (with modifications) (with effect in accordance with Sch. 7 para. 40 of the amending Act) by 2010 c. 8, s. 259ZME(3) (as inserted by Finance Act 2021 (c. 26), Sch. 7 para. 15(3))

C2

S. 154 applied (1.4.2022 in relation to accounting periods beginning on or after that date) by Finance Act 2022 (c. 3), s. 51(1), Sch. 7 para. 11

C3

Pt. 5 excluded (14.7.2022) by Energy (Oil and Gas) Profits Levy Act 2022 (c. 40), s. 1(5)(e) (with ss. 15(1), 16(1))

C4

S. 154 applied (with modifications) (14.7.2022) by Energy (Oil and Gas) Profits Levy Act 2022 (c. 40), Sch. 1 para. 12 (with ss. 15(1), 16(1), 17)

Notes on Part 5

Modifications

C1

Pt. 5 applied (with effect in accordance with s. 148 of the amending Act) by Finance Act 2012 (c. 14), s. 125 (with s. 147, Sch. 17)

C2

Pt. 5 excluded (with effect in accordance with Sch. 18 para. 63 of the amending Act) by Finance Act 2016 (c. 24), Sch. 18 para. 20(5)

C3

Pt. 5 modified by 2009 c. 4, s. 1218ZDB(2) (as inserted (for specified purposes and with effect in accordance with Sch. 6 paras. 20, 21(1)(a) of the amending Act) by Finance (No. 2) Act 2017 (c. 32), Sch. 6 para. 1 (with Sch. 6 para. 21(3)))

C4

Pt. 5 modified (with effect in accordance with reg. 1(2) of the amending S.I.) by The Risk Transformation (Tax) Regulations 2017 (S.I. 2017/1271), regs. 1(1), 10, 11

C5

Pt. 5 applied (with modifications) (24.2.2022) by Finance Act 2022 (c. 3), Sch. 2 para. 47(4)

Notes on Chapter 5

Modifications

C1

Pt. 5 modified by 2009 c. 4, s. 1218ZDB(2) (as inserted (for specified purposes and with effect in accordance with Sch. 6 paras. 20, 21(1)(a) of the amending Act) by Finance (No. 2) Act 2017 (c. 32), Sch. 6 para. 1 (with Sch. 6 para. 21(3)))