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The Companies Act 2006 (Consequential Amendments) (Taxes and National Insurance) Order 2008

S.I. 2008/954 · Made 1 April 2008

Original text. legislation.gov.uk does not revise statutory instruments, so later amendments are not shown here. Changes made to it are listed under each provision when known.

Taxes

Social Security

Made 1st April 2008

Coming into force 6th April 2008

The Treasury make the following Order in exercise of the powers conferred by sections 1292, 1294 and 1296 and of the Companies Act 2006f1.

In accordance with sections 1290 and 1294(6) of that Act, a draft of this instrument was laid before Parliament and approved by a resolution of each House of Parliament.

Annotations to the whole text

Footnotes

f1

2006 c. 46.

Contents

  1. Part 1: GENERAL PROVISIONS
  2. 1Citation, commencement and effect
  3. 2Overview of this Order
  4. 3Consequential repeals
  5. 4General saving
  6. Part 2: CONSEQUENTIAL AMENDMENTS TO PRIMARY LEGISLATION COMING INTO FORCE ON 6TH APRIL 2008
  7. The Tobacco Products Duty Act 1979 (c. 7)
  8. 5Sections 7A to 7C: supplemental
  9. The Income and Corporation Taxes Act 1988 (c. 1)
  10. 6Introduction
  11. 7Reduction of vendor’s interest as shareholder
  12. 8Insurance companies: long term business other than life assurance business
  13. 9Insurance companies: apportionment of income and gains
  14. 10Share loss relief: the unquoted status requirement
  15. 11Interpretation of sections 765 to 767
  16. 12Interpretation of section 804C in relation to other insurance business
  17. 13Interpretation of the Corporation Tax Acts
  18. 14Cases where section 747(3) does not apply
  19. 15Provisions not at arm’s length
  20. The Taxation of Chargeable Gains Act 1992 (c. 12)
  21. 16Introduction
  22. 17Meaning of “scheme of reconstruction”
  23. 18Enterprise investment scheme: re-investment
  24. The Finance Act 1993 (c. 34)
  25. 19Meaning of “accounts” and other expressions
  26. The Value Added Tax Act 1994 (c. 23)
  27. 20Disclosure of avoidance schemes
  28. The Finance Act 1996 (c. 8)
  29. 21Money debts etc not arising from the lending of money
  30. The Finance Act 1997 (c. 16)
  31. 22Leasing arrangements: accounting purposes and normal accountancy practice
  32. The Finance Act 1998 (c. 36)
  33. 23Introduction
  34. 24Computation of profits of trade, profession or vocation
  35. 25Company tax returns, assessments and related matters
  36. The Finance Act 2000 (c. 17)
  37. 26The corporate venturing scheme
  38. The Capital Allowances Act 2001 (c. 2)
  39. 27Introduction
  40. 28Expenditure of small or medium-sized enterprises: companies
  41. 29Expenditure of small or medium-sized enterprises: businesses
  42. 30Whether company is a member of a large or medium-sized group
  43. The Income Tax (Earnings and Pensions) Act 2003 (c. 1)
  44. 31Introduction
  45. 32Approved SAYE option schemes
  46. 33Approved CSOP schemes: exchange of options on company reorganisation
  47. 34Enterprise management incentives: company reorganisations
  48. The Income Tax (Trading and Other Income) Act 2005 (c. 5)
  49. 35Introduction
  50. 36Trade profits: generally accepted accounting practice
  51. 37Meaning of “statutory insolvency arrangement”
  52. The Income Tax Act 2007 (c. 3)
  53. 38Introduction
  54. 39Repayment of authorised minimum within 12 months
  55. 40Deduction at source application
  56. 41Meaning of “debenture”
  57. The Finance Act 2007 (c. 11)
  58. 42Technical provisions made by general insurers
  59. Part 3: CONSEQUENTIAL AMENDMENTS TO SECONDARY LEGISLATION COMING INTO FORCE ON 6TH APRIL 2008
  60. The Value Added Tax Regulations 1995 (S.I. 1995/2518)
  61. 43Introduction
  62. 44Time of supply and time of acquisition: general
  63. 45Input tax and partial exemption: adjustment of attribution
  64. The Insurance Companies (Reserves) (Tax) Regulations 1996 (S.I. 1996/2991)
  65. 46Interpretation
  66. The Non-Resident Companies (General Insurance Business) Regulations 1999 (S.I. 1999/1408)
  67. 47Modifications of the Income and Corporation Taxes Act 1988
  68. The Stamp Duty Reserve Tax (UK Depositary Interests in Foreign Securities) Regulations 1999 (S.I. 1999/2383)
  69. 48Interpretation
  70. The Stamp Duty and Stamp Duty Reserve Tax (Definition of Unit Trust Scheme and Open-ended Investment Company) Regulations 2001 (S.I. 2001/964)
  71. 49Interpretation
  72. The Social Security (Contributions) Regulations 2001 (S.I. 2001/1004)
  73. 50Definition of “company”
  74. The Tobacco Products Regulations 2001 (S.I. 2001/1712)
  75. 51Interpretation of Schedule
  76. The Non-resident Insurance Companies Regulations 2003 (S.I. 2003/2714)
  77. 52Interpretation: meaning of “technical provision”
  78. The Value Added Tax (Disclosure of Avoidance Schemes) (Designations) Order 2004 (S.I. 2004/1933)
  79. 53Interpretation
  80. The Venture Capital Trust (Winding up and Mergers) (Tax) Regulations 2004 (S.I. 2004/2199)
  81. 54Mergers of Venture Capital Trusts
  82. The Registered Pension Schemes (Audited Accounts) Regulations 2005 (S.I. 2005/3456)
  83. 55Introduction
  84. 56Specified descriptions of persons
  85. 57Circumstances in which a specified person is not to audit scheme accounts
  86. Signature
  87. Schedule CONSEQUENTIAL REPEALS
  88. Explanatory note

1Citation, commencement and effect

(1)

This Order may be cited as the Companies Act 2006 (Consequential Amendments) (Taxes and National Insurance) Order 2008, and shall come into force on 6th April 2008.

(2)

Articles 8, 12, 21, 42, 47 and 52 have effect for periods of account beginning on or after 6th April 2008.

2Overview of this Order

In this Order—

  • this Part contains general provisions;

  • Part 2 makes consequential amendments to primary legislation;

  • Part 3 makes consequential amendments to secondary legislation.

3Consequential repeals

The consequential repeals in the Schedule to this Order have effect.

4General saving

The amendments and repeals made by this Order do not affect the operation of section 1297 of the Companies Act 2006 (continuity of the law).

5Sections 7A to 7C: supplemental

In section 7D(4) of the Tobacco Products Duty Act 1979f1 for “section 258 of the Companies Act 1985 (c. 6)” substitute “section 1162 of the Companies Act 2006”.

6Introduction

The Income and Corporation Taxes Act 1988 is amended as follows.

7Reduction of vendor’s interest as shareholder

In section 221(7) for “Part VIII of the Companies Act 1985” substitute “Part 23 of the Companies Act 2006”.

8Insurance companies: long term business other than life assurance business

In section 432YA(5)f1, in the definition of “long term business provision”, for “Schedule 9A to the Companies Act 1985” substitute “Schedule 3 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008”.

9Insurance companies: apportionment of income and gains

In section 432A(8A)f1, in the definition of a reattribution that is “relevant”, for “section 425 of the Companies Act 1985” substitute “Part 26 of the Companies Act 2006”.

10Share loss relief: the unquoted status requirement

In section 576H(3)f1 (the unquoted status requirement) for the definition of debenture substitute—

““debenture” has the meaning given by section 738 of the Companies Act 2006,”.

11Interpretation of sections 765 to 767

In section 767(5) for the definition of ““share”, “debenture” and “director”” substitute—

  • ““share” has, in relation to any body corporate, the meaning given by Part 26 of the Companies Act 1985 in relation to a company;

  • “debenture” has, in relation to any body corporate, the meaning given by section 738 of the Companies Act 2006 in relation to a company;

  • “director” has, in relation to any body corporate, the meaning given by section 250 of the Companies Act 2006 in relation to a company;”.

12Interpretation of section 804C in relation to other insurance business

In section 804E(7)f1 for paragraph (b) substitute—

“(b)

in the provisions of section B of Part 1 of Schedule 3 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (the required formats) which relate to the profit and loss account format (within the meaning of sub-paragraphs (1) and (2) of paragraph 1 of that Schedule),”.

13Interpretation of the Corporation Tax Acts

In section 834(1)f1, in the definition of “statutory insolvency arrangement”, for paragraph (b) substitute—

“(b)

a compromise or arrangement that has taken effect under Part 26 of the Companies Act 2006, or”.

14Cases where section 747(3) does not apply

(1)

Amend Schedule 25f1 as follows.

(2)

In paragraph 11A—

(a)

for sub-paragraph (4) substitute—

“(4)

“Insurance group” shall be construed in accordance with section 1165(5) of the Companies Act 2006, but does not include such an insurance group if it falls within sub-paragraph (5) below.”;

(b)

in sub-paragraph (5) omit the words “(within the meaning of that Part as so read)”.

(3)

In paragraph 11B(3)—

(a)

in paragraph (a) for “section 247(5) of that Act 1985 or Article 255(5) of that Order” substitute “sections 382(5) and 465(5) of the Companies Act 2006”;

(b)

in paragraph (b) for “section 262(1) of that Act 1985 or Article 270(1) of that Order” substitute “section 474(1) of that Act”;

(c)

in paragraph (c) for “section 247(6) of that Act 1985 or Article 255 of that Order” substitute “sections 382(6) and 465(6) of that Act”.

15Provisions not at arm’s length

In paragraph 5A of Schedule 28AAf1 for sub-paragraph (4) substitute—

“(4)

In this paragraph “dormant” has the same meaning as in section 1169 of the Companies Act 2006.”.

16Introduction

The Taxation of Chargeable Gains Act 1992 is amended as follows.

17Meaning of “scheme of reconstruction”

In paragraph 5(a) of Schedule 5AAf1 for paragraph (i) substitute—

“(i)

to which Part 26 of the Companies Act 2006 (arrangements and reconstructions) applies,”.

18Enterprise investment scheme: re-investment

(1)

Amend paragraph 14 of Schedule 5Bf1 as follows.

(2)

In sub-paragraph (5)—

(a)

in paragraph (a) for the words following “authorised minimum” to the end substitute—

“(within the meaning of the Companies Act 2006) for the purposes of complying with the requirements of section 761 of that Act (public company: requirement as to minimum share capital);”;

(b)

in paragraph (b) for “section 117” substitute “section 761”.

(3)

Omit sub-paragraph (6).

19Meaning of “accounts” and other expressions

In section 92E(1) of the Finance Act 1993f1—

(a)

in paragraph (a) for “Part 7 of the Companies Act 1985 or Part 8 of the Companies (Northern Ireland) Order 1986” substitute “Part 15 of the Companies Act 2006”;

(b)

in paragraph (c) for “Part 7 of the Companies Act 1985” substitute “Part 15 of the Companies Act 2006”.

20Disclosure of avoidance schemes

In paragraph 7(9) of Schedule 11A to the Value Added Tax Act 1994f1 for “Part 7 of the Companies Act 1985” substitute “section 1161 of the Companies Act 2006”.

21Money debts etc not arising from the lending of money

In section 100 of the Finance Act 1996—

(a)

for subsection (10)(b) substitute—

“(b)

in the case of a company carrying on insurance business, any deferred acquisition costs, within the meaning of Assets item G.II in the Balance Sheet Format set out after paragraph 10 of Schedule 3 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 as read with note (17) of the Notes on the Balance Sheet Format (which follow immediately after that format).”;

(b)

for subsection (11)(b) substitute—

“(b)

in the case of a company carrying on insurance business—

(i)

any provision made by the company for unearned premiums, acquisition costs within the meaning of Liabilities item C.1 in the Balance Sheet Format set out after paragraph 10 of Schedule 3 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 as read with notes (12) and (20) of the Notes on the Balance Sheet Format (which follow immediately after that format);

(ii)

any provision for unexpired risks, as defined in paragraph 91 of that Schedule.”.

22Leasing arrangements: accounting purposes and normal accountancy practice

In paragraph 28(6) of Schedule 12 to the Finance Act 1997 for the words following “shall be construed” substitute “in accordance with section 1162 of the Companies Act 2006”.

23Introduction

The Finance Act 1998 is amended as follows.

24Computation of profits of trade, profession or vocation

In section 42(2)(a) for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006 or subordinate legislation made under that Act”.

25Company tax returns, assessments and related matters

(1)

Amend Schedule 18 as follows.

(2)

For paragraph 11 substitute—

“Accounts required in case of Companies Act company

11.

In the case of a company which—

(a)

is required to deliver a company tax return for a period,

(b)

is resident in the United Kingdom throughout that period, and

(c)

is required under the Companies Act 2006 to prepare accounts for a period consisting of or including the whole of that period,

the power to require the delivery of accounts as part of the return is limited to such accounts, containing such information and having annexed to them such documents, as are required to be prepared under that Act.”.

(3)

For paragraph 19 substitute—

“Excuse for late delivery of return

19.

A company is not liable to a penalty under paragraph 17 (flat rate penalty) if—

(a)

the period for which the return is required is one for which the company is required to deliver accounts under the Companies Act 2006, and

(b)

the return is delivered no later than the last day for the delivery of those accounts to the registrar of companies.”.

(4)

In paragraph 24 for sub-paragraph (7)f1 substitute—

“(7)

In sub-paragraph (6) “group” and “small group” have the same meaning as in sections 474(1) and 383 of the Companies Act 2006.”.

26The corporate venturing scheme

In paragraph 58 of Schedule 15 to the Finance Act 2000—

(a)

in sub-paragraph (5)—

(i)

for “the Companies Act 1985” substitute “the Companies Act 2006”;

(ii)

for “section 117” (in both places) substitute “section 761”;

(b)

omit sub-paragraph (6).

27Introduction

The Capital Allowances Act 2001 is amended as follows.

28Expenditure of small or medium-sized enterprises: companies

(1)

Amend section 47 as follows.

(2)

In subsection (4)—

(a)

for “Except in the case of a company formed and registered in Northern Ireland” substitute “In this section”;

(b)

in paragraph (a) for “section 247 of the Companies Act 1985” substitute “sections 382 and 465 of the Companies Act 2006”;

(c)

in paragraph (b) for “Part VII of the 1985 Act” substitute “section 390 of the Companies Act 2006”.

(3)

Omit subsection (5).

(4)

In subsection (6)—

(a)

in paragraph (a) for “the 1985 Act” substitute “the Companies Act 1985”;

(b)

in paragraph (b) for “the 1986 Order” substitute “the Companies (Northern Ireland) Order 1986”.

29Expenditure of small or medium-sized enterprises: businesses

(1)

Amend section 48 as follows.

(2)

In subsection (8)—

(a)

for “Except in the case of a business carrying on a qualifying activity wholly or mainly in Northern Ireland” substitute “In this section”;

(b)

in paragraph (a) for “section 247 of the Companies Act 1985” substitute “sections 382 and 465 of the Companies Act 2006”;

(c)

in paragraph (b) for “Part VII of that Act” substitute “section 390 of the Companies Act 2006”.

(3)

Omit subsection (9).

30Whether company is a member of a large or medium-sized group

(1)

Amend section 49 as follows.

(2)

In subsection (6) for paragraphs (a) and (b) substitute “sections 383 and 466 of the Companies Act 2006.”.

(3)

For subsection (8) substitute—

“(8)

In this section—

  • “financial year” and “group” have the same meaning as in Part 15 of the Companies Act 2006;

  • “parent undertaking” and “subsidiary undertaking” have the same meaning as in section 1162 of that Act.”.

31Introduction

The Income Tax Act (Earnings and Pensions) Act 2003 is amended as follows.

32Approved SAYE option schemes

(1)

Amend Schedule 3 as follows.

(2)

In paragraph 37(4) for paragraphs (a) and (b) substitute “section 899 of the Companies Act 2006 (court sanction for compromise or arrangement)”.

(3)

In paragraph 38(2) for paragraphs (b) and (c) substitute—

“(b)

obtains control of the scheme company as a result of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006 (court sanction for compromise or arrangement); or

(c)

becomes bound or entitled to acquire shares in the scheme company under sections 979 to 982 of that Act (takeover offers: right of offeror to buy out minority shareholder).”.

33Approved CSOP schemes: exchange of options on company reorganisation

In paragraph 26(2) of Schedule 4 for paragraph (b) substitute—

“(b)

obtains control of the scheme company as a result of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006 (court sanction for compromise or arrangement);”.

34Enterprise management incentives: company reorganisations

In paragraph 39(2) of Schedule 5 for paragraph (b) substitute—

“(b)

obtains control of such a company as a result of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006 (court sanction for compromise or arrangement);”.

35Introduction

The Income Tax (Trading and Other Income) Act 2005 is amended as follows.

36Trade profits: generally accepted accounting practice

In section 25(2)(a) for “the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6))” substitute “the Companies Act 2006 or subordinate legislation made under that Act”.

37Meaning of “statutory insolvency arrangement”

In section 259(1)f1 for paragraph (b) substitute—

“(b)

a compromise or arrangement that has taken effect under Part 26 of the Companies Act 2006”.

38Introduction

The Income Tax Act 2007 is amended as follows.

39Repayment of authorised minimum within 12 months

(1)

Amend section 230 as follows.

(2)

In subsection (1) for paragraph (a) substitute—

“(a)

a company issues share capital (“the original shares”) of nominal value equal to the authorised minimum (within the meaning of the Companies Act 2006) for the purposes of complying with section 761 of that Act (public company: requirement as to minimum share capital),”.

(3)

Omit subsection (3).

40Deduction at source application

In section 895(6), in paragraph (b) of the definition of “registered”, for “section 207 of the Companies Act 1989 (c. 40) (transfer of securities without written instrument),” substitute “section 785 of the Companies Act 2006 (provision enabling procedures for evidencing and transferring title),”.

41Meaning of “debenture”

In section 1022(1) for “section 744 of the Companies Act 1985 (c. 6)” substitute “section 738 of the Companies Act 2006”.

42Technical provisions made by general insurers

In paragraph 3(10) of Schedule 11 to the Finance Act 2007 for “Schedule 9A to the Companies Act 1985 (c. 6)” substitute “Schedule 3 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008”.

43Introduction

The Value Added Tax Regulations 1995 are amended as follows.

44Time of supply and time of acquisition: general

In regulation 94B(4)f1 for “section 259 of the Companies Act 1985” substitute “section 1161 of the Companies Act 2006”.

45Input tax and partial exemption: adjustment of attribution

In regulation 107E(2)f1 for “section 259 of the Companies Act 1985” substitute “section 1161 of the Companies Act 2006”.

46Interpretation

In regulation 2(2)(a) of the Insurance Companies (Reserves) (Tax) Regulations 1996 for “Part VII of the Companies Act 1985” substitute “Part 15 of the Companies Act 2006”.

47Modifications of the Income and Corporation Taxes Act 1988

In regulation 4 of the Non-Resident Companies (General Insurance Business) Regulations 1999, in section 754AA(11)(a), for “sub-paragraph (4) of paragraph 52 of Schedule 9A to the Companies Act 1985” substitute “sub-paragraph (4) of paragraph 58 of Schedule 3 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008”.

48Interpretation

In regulation 2 of the Stamp Duty Reserve Tax (UK Depositary Interests in Foreign Securities) Regulations 1999, in the definition of “depositary interest”, for “section 207 of the Companies Act 1989 (transfer of securities without written instrument)” substitute “section 785 of the Companies Act 2006 (provision enabling procedures for evidencing and transferring title)”.

49Interpretation

In regulation 2(1) of the Stamp Duty and Stamp Duty Reserve Tax (Definition of Unit Trust Scheme and Open-ended Investment Company) Regulations 2001, in the definition of “qualifying EEA investment company”, for “section 266(2) of the Companies Act 1985” substitute “section 833(2) of the Companies Act 2006”.

50Definition of “company”

In regulation 1(2) of the Social Security (Contributions) Regulations 2001, in the definition of “company”, for “section 718 of that Act, any provision of that Act” substitute “regulations made under section 1043 of the Companies Act 2006, any provision of those Acts”.

51Interpretation of Schedule

For paragraph 11 of the Schedule to the Tobacco Products Regulations 2001f1 substitute—

“Interpretation

11.

For the purposes of this Schedule—

(a)

“undertaking” has the meaning given by section 1161(1) of the Companies Act 2006, and

(b)

“parent undertaking” and “subsidiary undertaking” have the meanings given by section 1162 of that Act.”.

52Interpretation: meaning of “technical provision”

In regulation 3(4) of the Non-resident Insurance Companies Regulations 2003 for “Schedule 9A to the Companies Act 1985” substitute “Schedule 3 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008”.

53Interpretation

In regulation 2(5) of the Value Added Tax (Disclosure of Avoidance Schemes) (Designations) Order 2004 for “section 259 of the Companies Act 1985” substitute “section 1161 of the Companies Act 2006”.

54Mergers of Venture Capital Trusts

In regulation 9(3)(b) of the Venture Capital Trust (Winding up and Mergers) (Tax) Regulations 2004 for “section 117 of the Companies Act 1985” substitute “section 761 of the Companies Act 2006”.

55Introduction

The Registered Pension Schemes (Audited Accounts) Regulations 2005 are amended as follows.

56Specified descriptions of persons

In regulation 2 for paragraph (a) substitute—

“(a)

a person specified in section 1212 of the Companies Act 2006 (individuals and firms: eligibility for appointment as a statutory auditor);”.

57Circumstances in which a specified person is not to audit scheme accounts

In regulation 3 for “section 27 of the Companies Act 1989” substitute “section 1214 of the Companies Act 2006”.

Signature

Frank Roy

Alan Campbell

Two of the Lords Commissioners of Her Majesty’s Treasury

1st April 2008

CONSEQUENTIAL REPEALS

Short title and chapterExtent of repeal
Income and Corporation Taxes Act 1988 (c. 1)In Schedule 25, in paragraph 11A(5), the words “(within the meaning of that Part as so read)”.
Taxation of Chargeable Gains Act 1992 (c. 12)In Schedule 5B, paragraph 14(6).
Finance Act 2000 (c. 17)In Schedule 15, paragraph 58(6).
Capital Allowances Act 2001 (c. 2)Section 47(5).
Section 48(9).
Income Tax Act 2007 (c. 3)Section 230(3).

Explanatory note

(This note is not part of the Order)

The provisions of the Companies Act 2006 are being brought into force in stages. Some of those provisions come into force on 6th April 2008 (see the Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007 (S.I. 2007/3495)).

This Order makes consequential amendments to the legislation for which Her Majesty’s Revenue and Customs are responsible to take account of the provisions of the Companies Act 2006 which come into force on 6th April 2008, and also of the secondary legislation made under the Companies Act 2006 which comes into force on that date.

This Order is in three Parts. Part 1 contains general provisions; Part 2 makes amendments to primary legislation; and Part 3 makes amendments to secondary legislation.