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: -
Tax credits for certain recipients of qualifying distributions.
231.(1) Subject to sections 95(1)(b) and 247, where a company resident in the United Kingdom makes a qualifying distribution and the person receiving the distribution is another such company or a person resident in the United Kingdom, not being a company, the recipient of the distribution shall be entitled to a tax credit equal to such proportion of the amount or value of the distribution as corresponds to the rate of advance corporation tax in force for the financial year in which the distribution is made.
(2) Subject to section 241(5), a company resident in the United Kingdom which is entitled to a tax credit in respect of a distribution may claim to have the amount of the credit paid to it if
(a) the company is wholly exempt from corporation tax or is only not exempt in respect of trading income; or
(b) the distribution is one in relation to which express exemption is given (otherwise than by section 208), whether specifically or by virtue of a more general exemption from tax, under any provision of the Tax Acts.
(3) A person, not being a company resident in the United Kingdom, who is entitled to a tax credit in respect of a distribution may claim to have the credit set against the income tax chargeable on his income under section 3 or on his total income for the year of assessment in which the distribution is made and where the credit exceeds that income tax, to have the excess paid to him.
(4) Where a distribution mentioned in subsection (1) above is, or falls to be treated as, or under any provision of the Tax Acts is deemed to be, the income of a person other than the recipient, that person shall be treated for the purposes of this section as receiving the distribution (and accordingly the question whether he is entitled to a tax credit in respect of it shall be determined by reference to where he, and not the actual recipient, is resident); and where any such distribution is income of a United Kingdom trust the trustees shall be entitled to a tax credit in respect of it if no other person falls to be treated for the purposes of this section as receiving the distribution.
(5) In subsection (4) above "United Kingdom trust" means a trust administered under the law of any part of the United Kingdom, not being a trust the general administration of which is ordinarily carried on outside the United Kingdom and the trustees, or a majority of the trustees, of which are resident or ordinarily resident outside the United Kingdom.
Tax credits for non-U.K. residents.
232.(1) An individual who, having made a claim in that behalf, is entitled to relief under Chapter I of Part VII by virtue of section 278(2) in respect of any year of assessment shall be entitled to a tax credit in respect of any qualifying distribution received by him in that year to the same extent as if he were resident in the United Kingdom.
(2) Where a qualifying distribution is income of a fund to which section 615(2)(b) or (c) applies the persons entitled to receive the income shall be entitled to a tax credit in respect of the distribution to the same extent as a recipient mentioned in section 231(1).
(3) Where a qualifying distribution is income of, or of the government of, any sovereign power or of any international organisation, that power, government or organisation shall be entitled to a tax credit in respect of the distribution to the same extent as a recipient mentioned in section 231(1).
In this subsection "international organisation" means an organisation of which two or more sovereign powers, or the governments of two or more sovereign powers, are members; and if in any proceedings a question arises whether a person is within this subsection, a certificate issued by or under the authority of the Secretary of State stating any fact relevant to that question shall be conclusive evidence of that fact.
Taxation of certain recipients of distributions and in respect of non-qualifying distributions.
233.(1) Where in any year of assessment the income of any person, not being a company resident in the United Kingdom, includes a distribution in respect of which that person is not entitled to a tax credit
(a) no assessment shall be made on that person in respect of income tax at the basic rate on the amount or value of the distribution;
(b) that person's liability under any assessment made in respect of income tax at a higher rate on the amount or value of the distribution or on any part of the distribution shall be reduced by a sum equal to income tax at the basic rate on so much of the distribution as is assessed at that higher rate;
(c) the amount or value of the distribution shall be treated for the purposes of sections 348 and 349(1) as not brought into charge to income tax.
(2) Where a person has paid tax ("the tax paid") in respect of excess liability on, or on any part of, a non-qualifying distribution, then if, apart from this subsection, he would be liable to pay an amount of tax in respect of excess liability on, or on any part of, a repayment of the share capital or of the principal of the security which constituted that non-qualifying distribution, he shall be so liable only to the extent (if any) to which that amount exceeds the amount of the tax paid.
In this subsection
"excess liability" means the excess of liability to income tax over what it would be if all income tax were charged at the basic rate to the exclusion of any higher rate;
"non-qualifying distribution" means a distribution which is not a qualifying distribution.
Information relating to distributions.
234.(1) Without prejudice to subsections (3) and (4) below but subject to section 95(1)(c), a company which makes a qualifying distribution shall, if the recipient so requests in writing, furnish to him a statement in writing showing the amount or value of the distribution and (whether or not the recipient is a person entitled to a tax credit in respect of the distribution) the amount of the tax credit to which a recipient who is such a person is entitled in respect of that distribution.
(2) The duty imposed by subsection (1) above shall be enforceable at the suit or instance of the person requesting the information.
(3) Every warrant or cheque or other order drawn or made, or purporting to be drawn or made, in payment of any dividend or interest distributed by any company, being a company within the meaning of the [1985 c. 6.] Companies Act 1985 or the [S.I. 1986/1032 (N.I. 6).] Companies (Northern Ireland) Order 1986, or a company created by letters patent or by or in pursuance of an Act, shall have annexed to itself or be accompanied by a statement in writing showing
(a) in the case of interest which is not a qualifying distribution
(i) the gross amount which, after deduction of the income tax appropriate thereto, corresponds to the net amount actually paid;
(ii) the rate and the amount of income tax appropriate to such gross amount, and
(iii) the net amount actually paid;
(b) in the case of a dividend or interest which is a qualifying distribution, each of the following amounts
(i) the amount of the dividend or interest paid, and
(ii) (whether or not the recipient is a person entitled to a tax credit in respect of that distribution) the amount of the tax credit to which a recipient who is such a person is entitled in respect of that distribution.
(4) If a company fails to comply with the provisions of subsection (3) above, the company shall in respect of each offence incur a penalty of £10 except that the aggregate amount of any penalties imposed under this subsection on any company in respect of offences connected with any one distribution of dividends or interest shall not exceed £100.
(5) Where a company makes a distribution which is not a qualifying distribution it shall make a return to the inspector
(a) within 14 days from the end of the accounting period in which the distribution is made; or
(b) if the distribution is made on a date not falling in an accounting period, within 14 days from that date.
(6) A return under subsection (5) above shall contain
(a) particulars of the transaction giving rise to the distribution; and
(b) the name and address of the person, or each of the persons, receiving the distribution, and the amount or value of the distribution received by him or by each of them.
(7) Where it is not in the circumstances apparent whether a transaction gives rise to a distribution in respect of which a return is required to be made under subsection (5) above, the company shall
(a) within the time within which such a return would be required to be made if the transaction did give rise to such a distribution, make a return to the inspector containing particulars of the transaction in question; and
(b) if required by a notice served on the company by the inspector, furnish him within the time specified in the notice with such further information in relation to the transaction as he may reasonably require.
(8) If it appears to the inspector that particulars of any transaction ought to have been and have not been included in a return under subsection (5) or (7) above, he may by a notice served on the company require the company to furnish him within the time specified in the notice with such information relating thereto as he may reasonably require.
(9) Any power which the inspector may exercise under paragraph 17 of Schedule 19 for the purposes of that Schedule may be exercised by him for the purposes of subsections (5) to (8) above.
Distributions of exempt funds etc.
235.(1) Where a person entitled to a tax credit in respect of a distribution to which this section applies is, by reason of any exemption from tax, entitled to recover tax and his holding (together with any associated holding) of any one class of the shares, securities or rights by virtue of which he is entitled to the distribution amounts to not less than 10 per cent. thereof, subsection (3) below shall apply to the income represented by any part of the distribution which is not a part
(a) to which profits arising after the date of acquisition are attributable in accordance with section 236; or
(b) in relation to which the date of acquisition is earlier than 6th April 1965.
(2) For the purposes of this section and section 236, the date of acquisition, in relation to any part of a distribution or profits attributable to it, is the date on which the shares, securities or rights by virtue of which a person is entitled to that part were acquired by him.
(3) Where this subsection applies to any income
(a) the exemption from tax shall not extend to that income; and
(b) it shall be treated for the purposes of sections 348 and 349(1) as not brought into charge to income tax; and
(c) no amount of interest shall be deducted from or set off against it under section 353.
(4) Where, by virtue of this section, an exemption from tax does not apply to any income represented by a distribution or part of a distribution, the person entitled to the income shall be liable to tax or, as the case may be, additional tax, on it at a rate equal to the additional rate in force at the time the distribution is made and shall be assessable to income tax or corporation tax accordingly.
(5) This section applies to any qualifying distribution except any amount which is treated as such in accordance with section 209(3) or sections 210 and 211.
Provisions supplementary to section 235.
236.(1) Section 235 shall be construed in accordance with the following provisions of this section.
(2) Two or more holdings are associated if they were acquired by persons acting in concert or under arrangements made by any person.
(3) There shall be attributed
(a) to the distributions made by a company at any time (whether before or after the passing of this Act) in respect of any class of shares, securities or rights such of its relevant profits arising after the date of acquisition and before that time as remain after allowing for earlier distributions made in respect of that or any other class of shares, securities or rights, and for distributions made at or to be made after that time in respect of other classes of shares, securities or rights; and
(b) to any part of a distribution made at any time to which a person is entitled by virtue of any part of his holding of any class of shares, securities or rights, such proportion of the profits attributable under paragraph (a) above to the distributions made at that time in respect of that class as corresponds to that part of his holding.
(4) For the purposes of subsection (3) above profits arising in part of an accounting period shall be taken to be a proportionate part of the profits arising in the whole of the accounting period except where a different method of arriving at the profits arising in that part can be shown to be fair and reasonable.
(5) For the purposes of this section the relevant profits of a company are, subject to subsection (6) below, its profits computed on a commercial basis after allowing for any provision properly made for corporation tax; and the computation shall be made without regard to any capital gains or losses or to any such amount as is mentioned in section 235(5), and
(a) shall include franked investment income received from any company not related to the first-mentioned company; and
(b) shall exclude group income and franked investment income received from a company related to the first-mentioned company.
(6) There shall be treated as included in the relevant profits of a company the appropriate portion of the relevant profits of any company related to it.
(7) For the purposes of this section a company ("the owned company") is related to another company ("the owning company") if
(a) the owning company owns not less than 10 per cent. of any one class of shares in the owned company; or
(b) any company related to the owning company owns not less than 10 per cent. of any one class of shares in the owned company;
and the appropriate proportion of the relevant profits of a related company is that proportion of those profits which the owning company would receive by virtue of the shares, securities or rights owned by it, if all the relevant profits of the owned company were distributed and, so far as received directly or indirectly by a company related to the owning company, were distributed by that related company, no account being taken of any profits arising at a time when the owned company was not related to the owning company.
Disallowance of reliefs in respect of bonus issues.
237.(1) This section has effect where any person ("the recipient") receives an amount treated as a distribution by virtue of section 209(3) or 210 or 211(1); and in this section
(a) any such distribution is referred to as a bonus issue; and
(b) "relevant tax credit" in relation to a bonus issue means the tax credit to which the recipient becomes entitled in respect of the bonus issue.
(2) Subject to subsection (6) below, if the recipient is entitled by reason of
(a) any exemption from tax, or
(b) the setting-off of losses against profits or income,
to recover tax in respect of any distribution received by him, no account shall be taken for the purposes of any such exemption or set-off of any bonus issue or relevant tax credit received by him.
(3) Subject to subsection (6) below, where, by virtue of this section, no account is to be taken for the purposes of any exemption from tax of any bonus issue and the relevant tax credit, the person entitled to that issue and that credit shall be liable to tax or, as the case may be, additional tax, on them at a rate equal to the additional rate in force at the time the bonus issue is made and shall be assessable to income tax or corporation tax accordingly.
(4) Subject to subsection (6) below, a bonus issue and the relevant tax credit shall be treated for the purposes of sections 241 and 244 as not being franked investment income.
(5) Subject to subsection (6) below
(a) the relevant tax credit relating to a bonus issue shall not be available to set against any income tax which the recipient is entitled to deduct under section 348 or with which he is chargeable by virtue of section 349(1), and
(b) no interest may be deducted or set off under section 353 from or against so much of a person's income as consists of bonus issues and relevant tax credits.
(6) Nothing in subsections (2) to (5) above shall affect the proportion (if any) of any bonus issue made in respect of any shares or securities which, if it were declared as a dividend, would represent a normal return to the recipient on the consideration provided by him for the relevant shares or securities, that is to say, those in respect of which the bonus issue was made and, if those securities are derived from shares or securities previously acquired by the recipient, the shares or securities which were previously acquired; nor shall anything in those subsections affect the like proportion of the relevant tax credit relating to that bonus issue.
(7) For the purposes of subsection (6) above
(a) if the consideration provided by the recipient for any of the relevant shares or securities was in excess of their market value at the time he acquired them, or if no consideration was provided by him for any of the relevant shares or securities, the recipient shall be taken to have provided for those shares or securities consideration equal to their market value at the time he acquired them; and
(b) in determining whether an amount received by way of dividend exceeds a normal return, regard shall be had to the length of time previous to the receipt of that amount since the recipient first acquired any of the relevant shares or securities and to any dividends and other distributions made in respect of them during that time.
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