If you are thinking about setting up a business, and need it done quickly and easily with no additional requirements, then this package is the perfect choice.
This package is a cheap and efficient way to begin business, and includes the provision of a registered office address in London for the duration of one year.
This package is a not expensive and efficient way to begin business, and includes the provision of a registered office address in London and a nominee secretary for the duration of one year.
This package is one of the most cost effective and the efficient way to start a UK company, which includes a registered office address in London, a nominee secretary, and a nominee director for the duration of one year.
E-quick*
£32.00
Economy
£82.00
Premier
£207.00
Deluxe
£557.00
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Further information
Private company limited by shares
No Annual Charges
Private company limited by shares
Annual Fee From: £50.00
Private company limited by shares
Annual Fee From: £175.00
Private company limited by shares
Annual Fee From: £525.00
Usefull links
Further information
Private Company Limited by Shares:
A private company limited by shares in England and Wales must have at least one director, one shareholder, and may have a secretary.
You need at least one person to form this type of company. If there is only one director, and that director is a natural person in your company, that director can also act as the secretary.
A company must have at least one director who is a natural person. This requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office.
You can register a sole director' company, if you are familiar with the secretaries duties and responsibilities, because all of them belongs to a sole director.
The directors and secretary of your company can also be shareholders.
The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director.
Under the Companies Act 2006, there is no restriction on any or all of the members/shareholders being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts).
There is no requirement for the officers of your company to be UK citizens or residents, nor for them to hold valid work permits.
Owning, or being an officer of a UK company does not, however, grant you any right to live or work in the UK if you are a foreign national.
Your company must have a registered office address within England or Wales; this is the official address of your company and will be on the public record as such.
Your company must hold its official company documents at its registered office address: its register of shareholders, and its constitutional documents.
So long as you maintain a registered office address in England or Wales, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.
Coddan offers company formation, ready-made company registration for UK limited companies.
We offer electronic filing enterprises & registering corporation services. In addition to
business registrations, we offer trademark registration, shareholder agreements, toll-free
numbers, telephone answering, virtual office and company searches for UK limited companies.
You are an accountant for whom company establishment is a frequent activity or an individual
ordering your first company registrations. Start a company by incorporating or forming a LTD,
PLC or LLP at Coddan. Learn about incorporation & how to incorporate your business
online: register a business name, company registration, business registration numbers, company
house web filing - business name registration check. Whether you start-up online, register
London business or form a corporation Scotland, we can help you understand the business start-up
process for filing LTD United Kingdom.
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Incorporate or form an LLC – online: company registrar
United Kingdom, limited company formations & corporation registration, electronically LLC
online, very easy and informative. In addition to private companies Great Britain, we offer
trademark registration, shareholder agreements, 0870 numbers, telephone answering, virtual office and company searches for English companies. Information to help start,
grow or manage a small business. If you are starting a business Edinburgh or starting own business Northern Ireland, read our starting business Republic of Ireland guide.
Home business and small business training and ideas site to help you start Belfast, grow, and expand a home-based business or search for the work at home job right.
An outline of the general steps for incorporation in Great Britain, explaining how to incorporate your business Dublin, from choosing where to incorporate your business.
UK ready-made company formation services and company registrations online, our offices keep a stock of ready made companies, and would be happy to supply details on request.
We offer offshore ready-made companies in different jurisdictions, readymade offshore companies also called as offshore shelf companies, shelf off-shore companies for sale:
starting applying for a business name, business name registration partnership, grants for
starting a business and starting a business from home.
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Open company same-day and offshore setting-up services using our online starting-up service for
Limited Liability Company Offshore companies. Start enjoying the tax benefits and personal
liability protection that forming a corporation or Limited Liability Company (LLC) provides.
Offshore company incorporation, offshore checking and offshore saving accounts, offshore time
deposits, offshore mutual funds, offshore money market accounts and offshore asset protection
provided by Coddan. Company formations, limited company formations, electronic incorporations,
company formation agents, paperless company registrar, electronic companies filing, United
Kingdom limited company, setting corporation Ireland, business incorporation Scotland, open
company England, London company registration, electronic companies filing, British companies
registrars, business consultants, company law, public limited company, plc, international
companies, ltd, inc, limited liability, enterprise, organization, organization, tax, taxation,
England, firm, partnership, trade, profession, contractors, business, private limited company,
limited by shares, ready-made companies, readymade company, aged company, off the shelf
company, shelf companies list.
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Specializes in company registration and secretarial services.
Provides list of shelf company, services and cost quotation, business name registration,
company house direct, starting a business - sole trader business registration.
This is actually a pretty good reason to incorporate in Delaware or Nevada. In fact, you could
be a foreigner from Lebanon, never setting foot on American soil, form a Delaware corporation
and no one would know who you are! However, many states will require the owners and/or officers
and/or directors information while operating in that state (as a foreign corp.). Besides,
how many small businesses require anonymity? Incorporate, incorporation, incorporating,
incorporation services, incorporating services, incorporate Wyoming business online,
incorporating Oregon business, New York LLC formation, Louisiana limited liability corporation,
Texas articles of incorporation, Florida company incorporation, California non profit
corporation, corporate name search offshore, BVI corporate name availability, Seychelles
corporate name registration.
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Learn about incorporation services UK and incorporate London
online: starting your own business, business ideas, starting a business on ebay or buying a
business with legal requirements for starting a business. Online England company formations,
online company London W1 formation, Glasgow formation agent, Liverpool formations agent,
Scottish companies house, forming a company Scotland, starting a business Wales, form a
limited company Oxford, United Kingdom business registration agents, online Great Britain
company registration. E-Business, small business, business structures defined: the limited
liability company business structures defined: the limited liability company IRS treatment of
the one-member LLC. An LLC with only one member / owner is automatically considered to be a
sole proprietorship unless an election is made to be treated as a corporation. Thus, the sole
member of an LLC will file (Form 1040), (U.S. Individual Income Tax Return), ideas for starting
a business, grants for starting a business, starting a business from home, starting your own
business - business ideas, starting a business on ebay, buying a business: legal requirements
for starting a business, ideas for starting a business.
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A business may be conducted by a company
as an entity in its own right and comes into existence by incorporation under companies
legislation which also regulates the running of the company and sets out the duties of its
officers. In recent years trading trusts have been commonly used as the structure for carrying
on a business with their main objective of tax minimization. A trust requires a trustee to act
on behalf of a trust and it has been preferable to have a company newly incorporated to act as
the trustee as it is believed that this limits the liability of the trust to the paid-up capital
of the Trustee Company. A trust is formed by a gift or settlement being made to the trustee on
behalf of the, as yet unformed, trust. A solicitor draws up a Trust Deed setting out the powers
and formalizing the administration of the trust. The trust has beneficiaries rather than
shareholders as in a company, who are entitled to distributions of capital and/or income and
these distributions, are controlled by the trustee.
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The distribution made to beneficiaries are
subject to income tax as part of their personal income and are liable for provisional tax on
these distributions. Citizens and residents of other countries may incorporate in the United
Kingdom through the standard incorporation procedures set forth by each state. Provides UK
company formations, trademark registration, registered office facilities and company secretary
services. Professional company formation, register your company online, we may establish new
business at one day. An online guide to starting up and expanding your business.
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This is one of our most popular packages with worldwide customers, and includes: -
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Our Deluxe package is a fast and easy option, it is ideal for the UK, EU, and international small to medium businesses who wish to appoint a nominee director and a nominee secretary in order to maintain the anonymity of the real owner, and it includes: -
Incorporation of your company from scratch using one of our registered office addresses in London, our nominee director and nominee secretary. We can appoint your own candidate(s) to the role of shareholder(s), or you can appoint a nominee sharholder provided by Coddan;
The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
The provision of a nominee secretary for 12 months is included in the price of this package (our nominee secretary service is charged annually);
The provision of a nominee director for 12 months is also included in the price of this package (our nominee director service is charged annually);
The following two hard bound copies of corporate documents, will be send by post to you upon formation of your private limited company: -
A laminated copy of the certificate of incorporation of your company;
A hard bound copy of the memorandum and articles of association;
A hard bound copy of the minutes of the first meeting of directors;
Share certificates, and your company register;
The general power of attorney signed by a nominee director;
Pre-signed, undated resignation letter from a nominee director;
The agreement for the provision of nominee service and indemnification of nominee.
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This is our most popular package with the UK residents, and includes: -
The registration of your company from scratch using your own registered office address,
and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The following documents, which need to be printed and signed, will be e-mailed to you upon formation of your company: -
A certificate of incorporation (requires PDF file reader);
The memorandum & articles of association (requires PDF file reader);
The first meeting of the board of directors (requires PDF file reader);
Share certificates and a company register (requires PDF file reader).
*If you do not have an a valid address in the UK, which can be used as the registered office address for your company, please check our Economy package. The non-UK address cannot be acceptable as the office address for the UK company.
This is our most popular package with the UK and EU residents, and includes: -
The registration your company from scratch using one of our registered office addresses, and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is also included in the price of this package (our registered office address service is charged annually);
The following documents, which need to be printed and signed, will be e-mailed to you upon formation of your company: -
A certificate of incorporation (requires PDF file reader);
The memorandum & articles of association (requires PDF file reader);
The first meeting of the board of directors (requires PDF file reader);
Share certificates and a company register (requires PDF file reader).
This is another one very popular package with worldwide customers, and includes: -
The formation of a company limited by guarantee usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
The incorporation your BVI company limited by guarantee from scratch using our registered agent & registered office address, and appoint your own candidate to the role of a members;
The government and initiation fees for incorporation are included in the price of this package;
The search for a company name availability, confirmation, and reservation;
An original certificate of incorporation
A hard bound copy of the memorandum & articles of association
The preparation and submission of the memorandum and articles of association;
A local registered office address and a local registered agent for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee director for one year is also included in the price of this package (our nominee director service is charged annually);
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your company limited by guarantee: -
An original certificate of incorporation;
A hard bound copy of the memorandum and articles of association;
The minutes of the first meeting of the board of directors;
A completed register of directors and members;
An elegant printed membership certificates;
A pliers seal.
The general power of attorney signed by a nominee director (additional fee applies);
Pre-signed, undated resignation letter from a nominee director;
The agreement for the provision of a nominee service and indemnification of nominee.
This is our most popular package with international customers, and includes: -
The formation of a company limited by guarantee usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
The registration your BVI company limited by guarantee from scratch using our registered agent & registered office address, and appoint our own candidates to the role of a nominee director and a nominee member;
The government and initiation fees for incorporation are included in the price of this package;
The search for a company name availability, confirmation, and reservation;
The preparation and submission of the memorandum and articles of association;
A local registered office address and a local registered agent for one year are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee director for 12 months is included in the price of this package (our nominee director service is charged annually);
A completed register of directors and members
The provision of a nominee member for 12 months is also included in the price of this package (our nominee member service is charged annually);
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your company limited by guarantee: -
An original certificate of incorporation;
A hard bound copy of the memorandum and articles of association;
The minutes of the first meeting of the board of directors;
A completed register of directors and members;
An elegant printed membership certificates;
A pliers seal.
Pre-signed, undated letters of resignation from a nominee director and a nominee member;
A general power of attorney signed by a nominee director (additional fee applies);
A declaration of trust from a nominee member;
An indemnity letter for the power of attorney;
A nominee agreement which provides for the indemnification of the nominees.
This is another one of our most popular packages for small and medium size businesses, such as those being run by a sole director from home, and for companies owned by overseas residents who still need a local registered office address, but would rather not open a local office in the UK;
This package is often chosen by such customers, who are looking to minimise a sole director' personal liability (and who are not quite familiar with the UK corporate legislation), because this package includes thye provision of a nominee secretary for 12 months. This package is also includes: -
The registration your company from scratch using one of our registered office addresses, and appoint your own candidates to the roles of director, and shareholder;
The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
The provision of a nominee secretary for 12 months is also included in the price of this package (our nominee secretary service is charged annually);
The following hard bound copy of the corporate documents, will be send by post to you, upon formation of your private limited company: -
A laminated copy of the certificate of incorporation of your company;
A hard bound copy of the memorandum and articles of association;
A hard bound copy of the minutes of the first meeting of directors;
Share certificates, and your company register.
This is another one very popular package with worldwide customers, and includes: -
The formation of a limited partnership usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
The incorporation your BVI offshore limited partnership from scratch using our registered agent & registered office address, and appoint your own candidate to the role of a general partner;
The government and initiation fees for registration are included in the price of this package;
The search for a limited partnership name availability, confirmation, and reservation;
The preparation and submission of the partnership agreement;
A local registered office address and a local registered agent for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee limited partner for one year is also included in the price of this package (our nominee limited partner service is charged annually);
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your offshore company: -
An original certificate of incorporation;
A hard bound copy of the partnership agreement;
The minutes of the first meeting of the board of partners;
A completed register of partners;
An elegant printed membership certificates;
A pliers seal;
The general power of attorney signed by a nominee limited partner (additional fee applies);
Pre-signed, undated resignation letter from a nominee limited partner;
The agreement for the provision of a nominee service and indemnification of nominee.
This is our most popular package with international customers, and includes: -
This is our most popular package with international customers, and includes: -
1. The provisions of this Part of this Schedule have effect for the purposes of paragraph (a) of subsection (1) of section 748.
2.(1) Subject to sub-paragraph (2) below, a controlled foreign company pursues an acceptable distribution policy in respect of a particular accounting period if, and only if
(a) a dividend which is not paid out of specified profits is paid for that accounting period or for some other period which, in whole or in part, falls within that accounting period; and
(b) the dividend is paid during, or not more than eighteen months after the expiry of, the period for which it is paid or at such later time as the Board may, in any particular case, allow; and
(c) the dividend is paid at a time when the company is not resident in the United Kingdom (whether or not it is at that time a controlled foreign company); and
(d) the proportion of the dividend or, if there is more than one, of the aggregate of those dividends which is paid to persons resident in the United Kingdom represents at least 50 per cent. of the company's available profits for the accounting period referred to in paragraph (a) above or, where sub-paragraph (4) or (5) below applies, of the appropriate portion of those profits;
and for the purposes of this sub-paragraph a dividend which is not paid for a specified period shall be treated as paid for the period or periods the profits of which are, in relation to the dividend, the relevant profits for the purposes of section 799.
(2) In the case of a controlled foreign company which is not a trading company, sub-paragraph (1) above shall have effect with the substitution of 90 per cent. for 50 per cent.
(3) For the purposes of this Part of this Schedule, a dividend represents those profits of the controlled foreign company in question which in relation to that dividend are the relevant profits for the purposes of section 799 and, accordingly, where those profits are the profits of a period which falls partly within and partly outside an accounting period of that company, the necessary apportionment shall be made to determine what proportion of those profits is attributable to that accounting period.
(4) This sub-paragraph applies where
(a) throughout the accounting period in question all the issued shares of the controlled foreign company are of a single class, and
(b) at the end of that accounting period some of those shares are held by persons resident outside the United Kingdom, and
(c) at no time during that accounting period does any person have an interest in the company other than an interest derived from the issued shares of the company;
and in a case where this sub-paragraph applies the appropriate portion for the purposes of sub-paragraph (1)(d) above is the fraction of which the denominator is the total number of the issued shares of the company at the end of the accounting period in question and, subject to sub-paragraph (8) below, the numerator is the number of those issued shares by virtue of which persons resident in the United Kingdom have interests in the company at that time.
(5) This sub-paragraph applies where
(a) throughout the accounting period in question there are only two classes of issued shares of the controlled foreign company and, of those classes, one ("non-voting shares") consists of non-voting fixed-rate preference shares and the other ("voting shares") consists of shares which carry the right to vote in all circumstances at general meetings of the company; and
(b) at the end of that accounting period some of the issued shares of the company are held by persons resident outside the United Kingdom; and
(c) at no time during that accounting period does any person have an interest in the company other than an interest derived from non-voting or voting shares;
and in a case where this sub-paragraph applies the appropriate portion of the profits referred to in sub-paragraph (1)(d) above is the amount determined in accordance with sub-paragraph (6) below.
(6) The amount referred to in sub-paragraph (5) above is that given by the formula
P × Q
R
(
(X - P) × Y
Z
))
+
where
P is the amount of any dividend falling within (a) and (b) of sub-paragraph (1) above which is paid in respect of the non-voting shares or, if there is more than one such dividend, of the aggregate of them; Q is, subject to sub-paragraph (8) below, the number of the non-voting shares by virtue of which persons resident in the United Kingdom have interests in the company at the end of the accounting period in question; R is the total number at that time of the issued non-voting shares; X is the available profits for the accounting period in question; Y is, subject to sub-paragraph (8) below, the number of voting shares by virtue of which persons resident in the United Kingdom have interests in the company at the end of that accounting period; and Z is the total number at that time of the issued voting shares.
(7) For the purposes of sub-paragraph (5)(a) above, non-voting fixed-rate preference shares are shares
(a) which are fixed-rate preference shares as defined in paragraph 1 of Schedule 18; and
(b) which either carry no right to vote at a general meeting of the company or carry such a right which is contingent upon the non-payment of a dividend on the shares and which has not in fact become exercisable at any time prior to the payment of a dividend for the accounting period in question.
(8) In any case where the immediate interests held by persons resident in the United Kingdom who have indirect interests in a controlled foreign company at the end of a particular accounting period do not reflect the proportion of the shares or, as the case may be, shares of a particular class in the company by virtue of which they have those interests (as in the case where they hold, directly or indirectly, part of the shares in a company which itself holds, directly or indirectly, some or all of the shares in the controlled foreign company) the number of those shares shall be treated as reduced for the purposes of sub-paragraph (4) or (6) above, as the case may be, to such number as may be appropriate having regard to
(a) the immediate interests held by the persons resident in the United Kingdom; and
(b) any intermediate shareholdings between those interests and the shares in the controlled foreign company.
(9) The definition of "profits" in section 747(6)(b) does not apply to any reference in this paragraph to specified profits or to relevant profits for the purposes of section 799.
3.(1) Subject to sub-paragraphs (2) and (5) below, for the purposes of this Part of this Schedule, the available profits of a controlled foreign company for any accounting period shall be ascertained by
(a) determining what would be the relevant profits of that period for the purposes of section 799 if a dividend were paid for that period; and
(b) deducting so much of those relevant profits as consists of an excess of capital profits over capital losses.
(2) If, for any accounting period of the controlled foreign company which is of less than 12 months duration, the available profits, as ascertained under sub-paragraph (1) above, are less than the chargeable profits (determined on the additional assumptions in section 750(3)(a)) then, if the Board so declare, for the purposes of this Part of this Schedule the available profits for the accounting period shall be those chargeable profits.
(3) The definition of "profits" in section 747(6)(b) does not apply to the reference in sub-paragraph (1)(a) above to relevant profits for the purposes of section 799.
(4) In sub-paragraph (1)(b) above "capital profits" means gains
(a) which accrue on the disposal of assets; and
(b) which, if the company were within the charge to corporation tax in respect of the activities giving rise to those disposals, would not be taken into account as receipts in computing the company's income or profits or gains or losses for the purposes of the Income Tax Acts;
and the expression "capital losses" shall be construed accordingly.
(5) In any case where
(a) a controlled foreign company pays a dividend for any period out of specified profits, and
(b) those profits represent dividends received by the company, directly or indirectly, from another controlled foreign company,
so much of those specified profits as is equal to the dividend referred to in paragraph (a) above shall be left out of account in determining, for the purposes of this Part of this Schedule, the available profits of the controlled foreign company referred to in that paragraph for any accounting period.
4.(1) For the purposes of this Part of this Schedule, where
(a) a controlled foreign company pays a dividend ("the initial dividend") to another company which is also not resident in the United Kingdom, and
(b) that other company or another company which is related to it pays a dividend ("the subsequent dividend") to a United Kingdom resident, and
(c) the subsequent dividend is paid at a time when the company paying it is not resident in the United Kingdom; and
(d) the subsequent dividend is paid out of profits which are derived, directly or indirectly, from the whole or part of the initial dividend,
so much of the initial dividend as is represented by the subsequent dividend shall be regarded as paid to the United Kingdom resident.
(2) For the purposes of this paragraph, one company is related to another if the other
(a) controls directly or indirectly, or
(b) is a subsidiary of a company which controls directly or indirectly,
at least 10 per cent. of the voting power in the first-mentioned company; and where one company is so related to another and that other is so related to a third company, the first company is for the purposes of this paragraph related to the third, and so on where there is a chain of companies, each of which is related to the next.
PART II
EXEMPT ACTIVITIES
5.(1) The provisions of this Part of this Schedule have effect for the purposes of paragraph (b) of subsection (1) of section 748.
(2) In the case of a controlled foreign company
(a) which is, by virtue of section 749(3), presumed to be resident in a territory in which it is subject to a lower level of taxation, and
(b) the business affairs of which are, throughout the accounting period in question, effectively managed in a territory outside the United Kingdom other than one in which companies are liable to tax by reason of domicile, residence or place of management,
references in the following provisions of this Part of this Schedule to the territory in which that company is resident shall be construed as references to the territory falling within paragraph (b) above, or, if there is more than one, to that one of them which may be notified to the Board by the United Kingdom resident company or companies referred to in paragraph 4(2) of Schedule 24.
6.(1) Throughout an accounting period a controlled foreign company is engaged in exempt activities if, and only if, each of the following conditions is fulfilled
(a) that, throughout that accounting period, the company has a business establishment in the territory in which it is resident; and
(b) that, throughout that accounting period, its business affairs in that territory are effectively managed there; and
(c) that any of sub-paragraphs (2) to (4) below applies to the company.
(2) This sub-paragraph applies to a company if
(a) at no time during the accounting period in question does the main business of the company consist of either
(i) investment business, or
(ii) dealing in goods for delivery to or from the United Kingdom or to or from connected or associated persons; and
(b) in the case of a company which is mainly engaged in wholesale, distributive or financial business in that accounting period, less than 50 per cent. of its gross trading receipts from that business is derived directly or indirectly from connected or associated persons.
(3) This sub-paragraph applies to a company which is a holding company if at least 90 per cent. of its gross income during the accounting period in question is derived directly from companies which it controls and which, throughout that period
(a) are resident in the territory in which the holding company is resident; and
(b) are not themselves holding companies, but otherwise are, in terms of this Schedule, engaged in exempt activities;
and a holding company to which this sub-paragraph applies is in this Part of this Schedule referred to as a "local holding company".
(4) This sub-paragraph applies to a company which is a holding company, but not a local holding company, if at least 90 per cent. of its gross income during the accounting period in question is derived directly from companies which it controls and which, throughout that period
(a) are local holding companies; or
(b) are not themselves holding companies (whether local or not), but otherwise are, in terms of this Schedule, engaged in exempt activities.
(5) Any reference in sub-paragraph (3) or (4) above to a company which a holding company controls includes a reference to a trading company in which the holding company holds the maximum amount of ordinary share capital which is permitted under the law of the territory
(a) in which the trading company is resident; and
(b) from whose laws the trading company derives its status as a company.
(6) The following provisions of this Part of this Schedule have effect in relation to sub-paragraphs (1) to (4) above.
7.(1) For the purposes of paragraph 6(1)(a) above, a "business establishment", in relation to a controlled foreign company, means premises
(a) which are, or are intended to be, occupied and used with a reasonable degree of permanence; and
(b) from which the company's business in the territory in which it is resident is wholly or mainly carried on.
(2) For the purposes of sub-paragraph (1) above the following shall be regarded as premises
(a) an office, shop, factory or other building or part of a building; or
(b) a mine, an oil or gas well, a quarry or any other place of extraction of natural resources; or
(c) a building site or the site of a construction or installation project;
but such a site as is referred to in paragraph (c) above shall not be regarded as premises unless the building work or the project, as the case may be, has a duration of at least twelve months.
8.(1) Subject to sub-paragraph (4) below, the condition in paragraph 6(1)(b) above shall not be regarded as fulfilled unless
(a) the number of persons employed by the company in the territory in which it is resident is adequate to deal with the volume of the company's business; and
(b) any services provided by the company for persons resident outside that territory are not in fact performed in the United Kingdom.
(2) For the purposes of sub-paragraph (1)(a) above, persons who are engaged wholly or mainly in the business of the company and whose remuneration is paid by a person connected with, and resident in the same territory as, the company shall be treated as employed by the company.
(3) In the case of a holding company, sub-paragraph (2) above shall apply with the omission of the words "wholly or mainly".
(4) For the purposes of sub-paragraph (1)(b) above, no account shall be taken of services
(a) provided through a branch or agency of the controlled foreign company if the profits or gains of the business carried on through the branch or agency are within the charge to tax in the United Kingdom; or
(b) provided through any other person whose profits or gains from the provision of the services are within the charge to tax in the United Kingdom and who provides the services for a consideration which is, or which is not dissimilar from what might reasonably be expected to be, determined under a contract entered into at arm's length; or
(c) which are no more than incidental to services provided outside the United Kingdom.
9.(1) Subject to sub-paragraph (3) below, for the purposes of paragraph 6(2)(a)(i) above, each of the following activities constitutes investment business
(a) the holding of securities, patents or copyrights;
(b) dealing in securities, other than in the capacity of a broker;
(c) the leasing of any description of property or rights; and
(d) the investment in any manner of funds which would otherwise be available, directly or indirectly, for investment by or on behalf of any person (whether resident in the United Kingdom or not) who has, or is connected or associated with a person who has, control, either alone or together with other persons, of the controlled foreign company in question.
(2) In sub-paragraph (1)(b) above "broker" includes any person offering to sell securities to, or purchase securities from, members of the public generally.
(3) For the purposes of paragraph 6(2) above, in the case of a company which is mainly engaged in banking or any similar business falling within paragraph 11(1)(c) below, nothing in sub-paragraph (1) above shall require the main business of the company to be regarded as investment business.
10. Goods which are actually delivered into the territory in which the controlled foreign company is resident shall not be taken into account for the purposes of paragraph 6(2)(a)(ii) above.
11.(1) For the purposes of paragraph 6(2)(b) above, each of the following activities constitutes wholesale, distributive or financial business
(a) dealing in any description of goods wholesale rather than retail;
(b) the business of shipping or air transport, that is to say, the business carried on by an owner of ships or the business carried on by an owner of aircraft ("owner" including, for this purpose, any charterer);
(c) banking or any similar business involving the receipt of deposits, loans or both and the making of loans or investments;
(d) the administration of trusts;
(e) dealing in securities in the capacity of a broker, as defined in paragraph 9(2) above;
(f) dealing in commodity or financial futures; and
(g) insurance business which is long-term business or general business, as defined in section 1 of the [1982 c. 50.] Insurance Companies Act 1982.
(2) In a case where the gross trading receipts of a company include an amount in respect of the proceeds of sale of any description of property or rights, the cost to the company of the purchase of that property or those rights shall be a deduction in calculating the company's gross trading receipts for the purposes of paragraph 6(2)(b) above.
(3) In the case of a controlled foreign company engaged in a banking or other business falling within sub-paragraph (1)(c) above
(a) no payment of interest received from a company resident in the United Kingdom shall be regarded for the purposes of paragraph 6(2)(b) above as a receipt derived directly or indirectly from connected or associated persons, but
(b) it shall be conclusively presumed that the condition in paragraph 6(2)(b) above is not fulfilled if, at any time during the accounting period in question, the amount by which the aggregate value of the capital interests in the company held directly or indirectly by
(i) the persons who have control of the company, and
(ii) any person connected or associated with those persons,
exceeds the value of the company's fixed assets is 15 per cent. or more of the amount by which the company's outstanding capital exceeds that value.
(4) For the purposes of this paragraph, in relation to a controlled foreign company
(a) "capital interest" means an interest in the issued share capital or reserves of the company or in a loan to or deposit with the company or the liability of a guarantor under a guarantee given to or for the benefit of the company;
(b) except in the case of the liability of a guarantor, the value of a capital interest is its value as shown in the company's accounts;
(c) in the case of the liability of a guarantor, the value shall be taken to be the market value of the benefit which the controlled foreign company derives from the provision of the guarantee;
(d) the value of the company's fixed assets means the value, as shown in the company's accounts, of the plant, premises and trade investments employed in the company's business; and
(e) "outstanding capital" means the total value of all the capital interests in the company, less the value, as shown in the company's accounts, of any advances made by the company to persons resident outside the United Kingdom and falling within paragraph (i) or paragraph (ii) of sub-paragraph (3)(b) above.
(5) For the purposes of sub-paragraph (4) above
(a) "trade investments", in relation to a controlled foreign company, means securities any profit on the sale of which would not be brought into account as a trading receipt in computing the chargeable profits of an accounting period in which that profit arose; and
(b) the reference in paragraph (e) to advances made to a person by the controlled foreign company includes, in the case of a company which is a person resident outside the United Kingdom and falling within paragraph (i) or paragraph (ii) of sub-paragraph (3)(b) above, any securities of that company which are held by the controlled foreign company but are not trade investments, as defined in paragraph (a) above;
and in this sub-paragraph "securities" includes stocks and shares.
(6) In the application of paragraph 6(2)(b) above in the case of a controlled foreign company engaged in insurance business of any kind
(a) the reference to gross trading receipts which are derived directly or indirectly from connected or associated persons is a reference to those which, subject to sub-paragraph (7) below, are attributable, directly or indirectly, to liabilities undertaken in relation to any of those persons or their property;
(b) the only receipts to be taken into account are commissions and premiums received under insurance contracts;
(c) so much of any such commission or premium as is returned is not to be taken into account; and
(d) when a liability under an insurance contract is reinsured, in whole or in part, the amount of the premium which is attributable, directly or indirectly, to that liability shall be treated as reduced by so much of the premium under the reinsurance contract as is attributable to that liability.
(7) In determining, in relation to a controlled foreign company to which sub-paragraph (6) above applies, the gross trading receipts referred to in paragraph (a) of that sub-paragraph, there shall be left out of account any receipts under a local reinsurance contract which are attributable to liabilities which
(a) are undertaken under an insurance contract made in the territory in which the company is resident; and
(b) are not reinsured under any contract other than a local reinsurance contract; and
(c) relate either to persons who are resident in that territory and are neither connected nor associated with the company or to property which is situated there and belongs to persons who are not so connected or associated;
and in paragraph (a) above "insurance contract" does not include a reinsurance contract.
(8) In sub-paragraph (7) above "local reinsurance contract" means a reinsurance contract
(a) which is made in the territory in which the controlled foreign company is resident; and
(b) the parties to which are companies which are resident in that territory.
(9) For the purposes of sub-paragraphs (7) and (8) above, any question as to the territory in which a company is resident shall be determined in accordance with section 749 and, where appropriate, paragraph 5(2) above; and, for the purpose of the application of those provisions in accordance with this sub-paragraph, the company shall be assumed to be a controlled foreign company.
12.(1) Subject to sub-paragraph (2) below, in paragraphs 6 and 8(3) above and sub-paragraphs (4) and (5) below "holding company" means
(a) a company the business of which consists wholly or mainly in the holding of shares or securities of companies which are either local holding companies and its 90 per cent. subsidiaries or trading companies and either its 51 per cent. subsidiaries or companies falling within paragraph 6(5) above; or
(b) a company which would fall within paragraph (a) above if there were disregarded so much of its business as consists in the holding of property or rights of any description for use wholly or mainly by companies which it controls and which are resident in the territory in which it is resident.
(2) In determining whether a company is a holding company for the purposes of paragraph 6(3) above (and, accordingly, whether the company is or may be a local holding company), sub-paragraph (1) above shall have effect with the omission from paragraph (a) thereof of the words "either local holding companies and its 90 per cent. subsidiaries or".
(3) In its application for the purposes of this paragraph, section 838 shall have effect with the omission of
(a) in subsection (1)(a), the words "or indirectly" and
(b) subsection (2).
(4) For the purposes of sub-paragraph (3) or (4), as the case may be, of paragraph 6 above, as it applies in relation to a holding company part of whose business consists of activities other than the holding of shares or securities or the holding of property or rights as mentioned in paragraph (a) or (b) of sub-paragraph (1) above, the company's gross income during any accounting period shall be determined as follows
(a) there shall be left out of account so much of what would otherwise be the company's gross income as is derived from any activity which, if it were the business in which the company is mainly engaged, would be such that paragraph 6(2) above would apply to the company; and
(b) to the extent that the receipts of the company from any other activity include receipts from the proceeds of sale of any description of property or rights, the cost to the company of the purchase of that property or those rights shall (to the extent that the cost does not exceed the receipts) be a deduction in calculating the company's gross income, and no other deduction shall be made in respect of that activity.
(5) For the purposes of sub-paragraphs (3) and (4) of paragraph 6 above, so much of the income of a holding company as
(a) is derived directly from another company which it controls and which is not a holding company but otherwise is, in terms of this Schedule, engaged in exempt activities, and
(b) was or could have been paid out of any non-trading income of that other company which is derived directly or indirectly from a third company connected or associated with it,
shall be treated, in relation to the holding company, as if it were not derived directly from companies which it controls.
(6) The reference in sub-paragraph (5) above to the non-trading income of a company is a reference to so much of its income as, if the company were carrying on its trade in the United Kingdom, would not be within the charge to corporation tax under Case I of Schedule D.
PART III
THE PUBLIC QUOTATION CONDITION
13.(1) The provisions of this Part of this Schedule have effect for the purposes of section 748(1)(c).
(2) Subject to paragraph 14 below, a controlled foreign company fulfils the public quotation condition with respect to a particular accounting period if
(a) shares in the company carrying not less than 35 per cent. of the voting power in the company (and not being shares entitled to a fixed rate of dividend, whether with or without a further right to participate in profits) have been allotted unconditionally to, or acquired unconditionally by, the public and, throughout that accounting period, are beneficially held by the public; and
(b) within the period of 12 months ending at the end of the accounting period, any such shares have been the subject of dealings on a recognised stock exchange situated in the territory in which the company is resident; and
(c) within that period of 12 months the shares have been quoted in the official list of such a recognised stock exchange.
14.(1) The condition in paragraph 13(2) above is not fulfilled with respect to an accounting period of a controlled foreign company if at any time in that period the total percentage of the voting power in the company possessed by all of the company's principal members exceeds 85 per cent.
(2) For the purposes of paragraph 13(2) above shares in a controlled foreign company shall be deemed to be beneficially held by the public if they are held by any person other than
(a) a person connected or associated with the company; or
(b) a principal member of the company;
and a corresponding construction shall be given to the reference to shares which have been allotted unconditionally to, or acquired unconditionally by, the public.
15.(1) References in this Part of this Schedule to shares held by any person include references to any shares the rights or powers attached to which could, for the purposes of section 416, be attributed to that person under subsection (5) of that section.
(2) For the purposes of this Part of this Schedule
(a) a person is a principal member of a controlled foreign company if he possesses a percentage of the voting power in the company of more than 5 per cent. and
(i) where there are more than five such persons, if he is one of the five persons who possess the greatest percentages, or
(ii) if, because two or more persons possess equal percentages of the voting power in the company, there are no such five persons, he is one of six or more persons (so as to include those two or more who possess the equal percentages) who possess the greatest percentages; and
(b) a principal member's holding consists of the shares which carry the voting power possessed by him.
(3) In arriving at the voting power which a person possesses, there shall be attributed to him any voting power which, for the purposes of section 416, would be attributed to him under subsection (5) or (6) of that section.
(4) In this Part of this Schedule "shares" include "stock".
PART IV
REDUCTIONS IN UNITED KINGDOM TAX AND DIVERSION OF PROFITS
16.(1) The provisions of this Part of this Schedule have effect for the purposes of section 748(3).
(2) Any reference in paragraphs 17 and 18 below to a transaction
(a) is a reference to a transaction reflected in the profits arising in an accounting period of a controlled foreign company; and
(b) includes a reference to two or more such transactions taken together.
17.(1)
A transaction achieves a reduction in United Kingdom tax if, had the transaction not been effected, any person
(a) would have been liable for any such tax or for a greater amount of any such tax; or
(b) would not have been entitled to a relief from or repayment of any such tax or would have been entitled to a smaller relief from or repayment of any such tax.
(2) In this Part of this Schedule and section 748(3) "United Kingdom tax" means income tax, corporation tax or capital gains tax.
18. It is the main purpose or one of the main purposes of a transaction to achieve a reduction in United Kingdom tax if this is the purpose or one of the main purposes
(a) of the controlled foreign company concerned; or
(b) of a person who has an interest in that company at any time during the accounting period concerned.
19.(1) The existence of a controlled foreign company achieves a reduction in United Kingdom tax by a diversion of profits from the United Kingdom in an accounting period if it is reasonable to suppose that, had neither the company nor any company related to it been in existence
(a) the whole or a substantial part of the receipts which are reflected in the controlled foreign company's profits in that accounting period would have been received by a company or individual resident in the United Kingdom; and
(b) that company or individual or any other person resident in the United Kingdom either
(i) would have been liable for any United Kingdom tax or for a greater amount of any such tax; or
(ii) would not have been entitled to a relief from or repayment of any such tax or would have been entitled to a smaller relief from or repayment of any such tax.
(2) For the purposes of sub-paragraph (1) above, a company is related to a controlled foreign company if
(a) it is resident outside the United Kingdom; and
(b) it is connected or associated with the controlled foreign company; and
(c) in relation to any company or companies resident in the United Kingdom, it fulfils or could fulfil, directly or indirectly, substantially the same functions as the controlled foreign company.
(3) Any reference in sub-paragraph (1) above to a company resident in the United Kingdom includes a reference to such a company which, if the controlled foreign company in question were not in existence, it is reasonable to suppose would have been established.
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