|
| |
|
| |
“(b) | the company, the staff provider and (if different) the staff |
| |
controller (or staff controllers) are not all connected,”. |
| |
| |
38 | The amendments made by paragraphs 2 and 16 to 37 have effect in relation |
| 5 |
to expenditure incurred on or after 1 April 2012. |
| |
39 | The amendments made by paragraphs 3 to 8 and 15 have effect in relation to |
| |
accounting periods ending on or after 1 April 2012. |
| |
40 | The amendments made by paragraphs 9 to 14 have effect in relation to |
| |
claims or elections made on or after 1 April 2012. |
| 10 |
| |
| |
Real estate investment trusts |
| |
| |
1 | Part 12 of CTA 2010 (real estate investment trusts) is amended as follows. |
| |
Being a UK REIT: conditions for company - close companies |
| 15 |
2 (1) | Section 525 (becoming a UK REIT: supplementary provision) is amended as |
| |
| |
(2) | In subsection (1)(c) for “the conditions” substitute “conditions A, B, C, E and |
| |
| |
(3) | In subsection (4)(a) omit “D,”. |
| 20 |
(4) | Omit subsections (5) to (8). |
| |
3 | In section 527 (being a UK REIT in relation to an accounting period) after |
| |
| |
“(5) | Subsections (2)(a) and (3)(a) are also subject to subsections (6) to (8). |
| |
(6) | If the accounting period ends during the first 3-year period, |
| 25 |
condition D in section 528 does not have to be met. |
| |
(7) | If the accounting period begins, but does not end, during the first 3- |
| |
year period, condition D in section 528 only has to be met throughout |
| |
the part of the accounting period falling after the end of the first 3- |
| |
| 30 |
(8) | In subsections (6) and (7) “the first 3-year period” means the period |
| |
of 3 years beginning with the date specified in the notice given under |
| |
| |
4 (1) | Section 528 (conditions for company) is amended as follows. |
| |
(2) | In subsection (4)(b) for the words from “a limited partnership” to the end |
| 35 |
substitute “an institutional investor”. |
| |
|
| |
|
| |
|
(3) | After subsection (4) insert— |
| |
“(4A) | “Institutional investor” means any of the following persons— |
| |
(a) | the trustee or manager of— |
| |
(i) | an authorised unit trust scheme (as defined in section |
| |
237(3) of FISMA 2000), or |
| 5 |
(ii) | a unit trust scheme (as defined in section 237(1) of |
| |
FISMA 2000) which is authorised under the law of a |
| |
territory outside the United Kingdom in a way which |
| |
makes it, under that law, the equivalent of an |
| |
authorised unit trust scheme (as defined in section |
| 10 |
| |
| |
(i) | which is an open-ended investment company (as |
| |
defined in section 236(1) of FISMA 2000) incorporated |
| |
by virtue of regulations under section 262 of that Act, |
| 15 |
| |
(ii) | which is incorporated under the law of a territory |
| |
outside the United Kingdom and is, under that law, |
| |
the equivalent of an open-ended investment |
| |
company (as defined in section 236(1) of FISMA |
| 20 |
| |
(c) | a person acting on behalf of a limited partnership which is a |
| |
collective investment scheme (as defined in section 235 of |
| |
| |
(d) | the trustee or manager of a pension scheme (as defined in |
| 25 |
section 150(1) of FA 2004); |
| |
(e) | a person acting in the course of a long-term insurance |
| |
business (that is, the activity of effecting or carrying out |
| |
contracts of long-term insurance within the meaning of the |
| |
Financial Services and Markets (Regulated Activities) Order |
| 30 |
2001 (S.I. 2001/544)) who— |
| |
(i) | is authorised under FISMA 2000 to carry on such |
| |
| |
(ii) | has an equivalent authorisation under the law of a |
| |
territory outside the United Kingdom to carry on such |
| 35 |
| |
| |
(g) | a person registered under any of the following provisions |
| |
(which provide for registers of social landlords)— |
| |
(i) | in England, section 111 of the Housing and |
| 40 |
| |
(ii) | in Scotland, section 20 of the Housing (Scotland) Act |
| |
| |
(iii) | in Wales, section 1 of the Housing Act 1996; |
| |
(iv) | in Northern Ireland, Article 14 of the Housing |
| 45 |
(Northern Ireland) Order 1992 (S.I. 1992/1725 (N.I. |
| |
| |
(h) | a person who cannot be liable for corporation tax or income |
| |
tax (as relevant) on the ground of sovereign immunity. |
| |
|
| |
|
| |
|
(4B) | The Treasury may by regulations amend the definition of |
| |
“institutional investor” by inserting, omitting or amending a |
| |
description of person in subsection (4A).” |
| |
5 | In section 558 (demergers: disposal of asset) in subsections (3) and (6) for “C |
| |
to F” substitute “C, E and F”. |
| 5 |
6 | In section 559 (demergers: company leaving group UK REIT) in subsections |
| |
(6) and (9) for “C to F” substitute “C, E and F”. |
| |
7 | In section 561 (notice of breach of relevant Chapter 2 condition) after |
| |
| |
“(5) | The following subsections apply in relation to condition D in section |
| 10 |
| |
(6) | In accordance with section 527(6) and (7), a notification does not have |
| |
to be given under subsection (1) or (2) if condition D ceases to be met |
| |
during the first 3-year period. |
| |
(7) | If condition D is not met at the start of the first day after the end of |
| 15 |
the first 3-year period, for the purposes of subsections (1) to (4) |
| |
condition D is treated as having ceased to be met at the start of that |
| |
| |
(8) | In subsections (6) and (7) “the first 3-year period” has the meaning |
| |
given by section 527(8).” |
| 20 |
8 (1) | Section 562 (breach of conditions C and D in section 528) is amended as |
| |
| |
(2) | In the heading for “conditions C and D” substitute “condition C”. |
| |
(3) | In subsection (1) for the words from “or D” to “conditions)” substitute “in |
| |
| 25 |
| |
(a) | for “both conditions C and D are” substitute “condition C is”, and |
| |
(b) | for “breaches are” substitute “breach is”. |
| |
(5) | Omit subsections (3) and (4). |
| |
| 30 |
(a) | in paragraph (a) for “either condition C or D” substitute “condition |
| |
| |
(b) | in paragraph (b) omit “or (3)”. |
| |
9 | After section 562 insert— |
| |
“562A | Breach of condition D in section 528 (conditions for company) |
| 35 |
(1) | This section makes provision about cases relating to breaches of |
| |
condition D in section 528 in relation to— |
| |
(a) | the principal company of a group UK REIT, or |
| |
| |
(2) | In accordance with section 527(6) and (7), a breach of condition D |
| 40 |
during the first 3-year period is to be ignored. |
| |
|
| |
|
| |
|
(3) | If condition D is not met at the start of the first day after the end of |
| |
the first 3-year period, the group or company (as the case may be) is |
| |
to be treated as having ceased to be a UK REIT at the end of the first |
| |
| |
(4) | If condition D is not met at any time after the start of the day |
| 5 |
mentioned in subsection (3), the group or company (as the case may |
| |
be) is to be treated as having ceased to be a UK REIT at— |
| |
(a) | the end of the accounting period preceding the accounting |
| |
period in which the breach began, or |
| |
(b) | if later, the end of the first 3-year period. |
| 10 |
(5) | Neither subsection (3) nor subsection (4) applies if condition D is not |
| |
| |
(a) | the principal company of a group UK REIT becoming a |
| |
member of another group UK REIT, or |
| |
(b) | a company UK REIT becoming a member of a group UK |
| 15 |
| |
| and, accordingly, the breach is to be ignored. |
| |
(6) | Subsection (4) does not apply if— |
| |
(a) | condition D is not met as a result of anything done (or not |
| |
done) by a person other than the company in question, and |
| 20 |
(b) | the company remedies the breach not later than the end of the |
| |
accounting period after that in which the breach began, |
| |
| and, accordingly, the breach is to be ignored. |
| |
(7) | But if, in a case within subsection (6), the breach of condition D is not |
| |
remedied by the time mentioned in that subsection, the group or |
| 25 |
company (as the case may be) is treated as having ceased to be a UK |
| |
REIT at the end of the accounting period in which the breach began. |
| |
(8) | In this section “the first 3-year period” has the meaning given by |
| |
| |
10 (1) | Section 572 (termination by notice given by HMRC) is amended as follows. |
| 30 |
(2) | In subsection (2) after “573,” insert “573A,”. |
| |
(3) | After subsection (5) insert— |
| |
“(5A) | Subsection (4)(a) has effect subject to section 573A(8).” |
| |
11 | After section 573 insert— |
| |
“573A | Notice under section 572: condition D in section 528 not met |
| 35 |
(1) | An officer of Revenue and Customs may give a notice under section |
| |
| |
(a) | at any time during the first 3-year period, condition D in |
| |
section 528 is not met, and |
| |
(b) | as at that time, subsection (2) has applied to a member of the |
| 40 |
group or the company (as the case may be) for a period |
| |
exceeding 3 years or for a number of periods which in total |
| |
| |
(2) | This subsection applies to a company at any time when— |
| |
(a) | the company is, or is a member of, a UK REIT, |
| 45 |
|
| |
|
| |
|
(b) | condition D in section 528 is not met in relation to the UK |
| |
| |
(c) | the first 3-year period in relation to the UK REIT has not |
| |
| |
(3) | Neither subsection (1)(a) nor subsection (2)(b) covers cases in which |
| 5 |
condition D in section 528 is not met as a result of— |
| |
(a) | the principal company of a group UK REIT becoming a |
| |
member of another group UK REIT, or |
| |
(b) | a company UK REIT becoming a member of a group UK |
| |
| 10 |
(4) | Subsection (5) applies if— |
| |
(a) | a company ceases to carry on a business (“the transferred |
| |
business”) which it carried on at a time (“the relevant time”) |
| |
when subsection (2) applied to the company, and |
| |
(b) | another company (“company X”) begins to carry on the |
| 15 |
| |
| In paragraph (a) the reference to a business includes a part of a |
| |
| |
(5) | Subsection (2) is to be taken to have applied at the relevant time to |
| |
| 20 |
| |
(b) | if company X subsequently ceases to carry on the transferred |
| |
business (or any part of it), any other companies which from |
| |
time to time carry on the transferred business (or any part of |
| |
| 25 |
(6) | In this section “the first 3-year period” has the meaning given by |
| |
| |
(7) | If a notice is given under section 572(1) in a case within this section, |
| |
subsection (8) applies instead of section 572(4)(a). |
| |
(8) | The group or company (as the case may be) is to be taken to have |
| 30 |
ceased to be a UK REIT on— |
| |
(a) | the first day of accounting period 1, or |
| |
(b) | such later day as may be specified by the officer of Revenue |
| |
and Customs in the notice.” |
| |
12 (1) | Section 577 (multiple breaches of conditions in Chapter 2) is amended as |
| 35 |
| |
(2) | In subsection (5)(a) for “section 562(2) and (3)” substitute “section 562A(6)”. |
| |
| |
(a) | in paragraph (b) omit “or D” and “or (5) to (7)”, and |
| |
(b) | in paragraph (c) for “C to F” substitute “C, E and F”. |
| 40 |
(4) | After subsection (7) insert— |
| |
“(8) | In accordance with section 527(6) and (7), a breach of condition D in |
| |
section 528 during the first 3-year period (as defined in section |
| |
527(8)) is also to be ignored for the purposes of this section.” |
| |
|
| |
|
| |
|
13 (1) | The amendments made by paragraph 2 have effect in relation to notices |
| |
given under section 523 or 524 specifying a date which is on or after the day |
| |
on which this Act is passed. |
| |
(2) | The amendments made by paragraphs 3 to 12 have effect in relation to— |
| |
(a) | groups of companies in respect of which notices are given under |
| 5 |
section 523 specifying a date which is on or after the day on which |
| |
| |
(b) | companies which give notices under section 524 specifying a date |
| |
which is on or after the day on which this Act is passed. |
| |
(3) | The amendments made by paragraph 4 also have effect in relation to— |
| 10 |
(a) | groups of companies in respect of which notices are given under |
| |
section 523 specifying a date which is before the day on which this |
| |
| |
(b) | companies which give notices under section 524 specifying a date |
| |
which is before the day on which this Act is passed, |
| 15 |
| for accounting periods beginning on or after the day on which this Act is |
| |
passed (including, in relation to a breach beginning in an accounting period |
| |
beginning before that day, for the purpose of determining under section |
| |
562(3) whether the breach is remedied in an accounting period beginning on |
| |
| 20 |
Being a UK REIT: conditions for company - trading of shares on recognised stock exchange |
| |
14 | In section 527 (being a UK REIT in relation to an accounting period) in |
| |
subsections (2) and (3) after paragraph (a) insert— |
| |
“(aa) | the condition in section 528A (further condition relating to |
| |
shares) must be met in relation to the period,”. |
| 25 |
15 | In section 528 (conditions for company) in subsection (3) for “listed” |
| |
substitute “admitted to trading”. |
| |
16 | After section 528 insert— |
| |
“528A | Further condition relating to shares |
| |
(1) | In the case of a group UK REIT, the condition in this section is met in |
| 30 |
relation to an accounting period if— |
| |
(a) | throughout the accounting period, the shares forming the |
| |
principal company’s ordinary share capital meet the |
| |
requirement of section 1137(2)(b) (definition of “listed” in |
| |
| 35 |
(b) | during the accounting period, shares forming part of the |
| |
principal company’s ordinary share capital are traded on a |
| |
recognised stock exchange. |
| |
(2) | In the case of a company UK REIT, the condition in this section is met |
| |
in relation to an accounting period if— |
| 40 |
(a) | throughout the accounting period, the shares forming the |
| |
company’s ordinary share capital meet the requirement of |
| |
section 1137(2)(b) (definition of “listed” in relation to shares), |
| |
| |
(b) | during the accounting period, shares forming part of the |
| 45 |
company’s ordinary share capital are traded on a recognised |
| |
| |
|
| |
|
| |
|
(3) | This section is subject to section 528B. |
| |
528B | Relaxation of section 528A condition for accounting periods 1 to 3 |
| |
(1) | This section relaxes the requirements of section 528A in relation to |
| |
accounting period 1, accounting period 2 and accounting period 3. |
| |
(2) | In the case of a group UK REIT, the condition in section 528A is met |
| 5 |
in relation to accounting period 1, accounting period 2 and |
| |
| |
(a) | at the end of the relevant period, the shares forming the |
| |
principal company’s ordinary share capital meet the |
| |
requirement of section 1137(2)(b) (definition of “listed” in |
| 10 |
| |
(b) | during the relevant period, shares forming part of the |
| |
principal company’s ordinary share capital are traded on a |
| |
recognised stock exchange. |
| |
(3) | In the case of a company UK REIT, the condition in section 528A is |
| 15 |
met in relation to accounting period 1, accounting period 2 and |
| |
| |
(a) | at the end of the relevant period, the shares forming the |
| |
company’s ordinary share capital meet the requirement of |
| |
section 1137(2)(b) (definition of “listed” in relation to shares), |
| 20 |
| |
(b) | during the relevant period, shares forming part of the |
| |
company’s ordinary share capital are traded on a recognised |
| |
| |
| 25 |
“accounting period 2” means the accounting period following |
| |
| |
“accounting period 3” means the accounting period following |
| |
| |
“the relevant period” means the period consisting of accounting |
| 30 |
period 1, accounting period 2 and accounting period 3.” |
| |
17 | In section 561 (notice of breach of relevant Chapter 2 condition) in subsection |
| |
(3) before “conditions A and B in section 529” insert— |
| |
| “the condition in section 528A (further condition relating to |
| |
| 35 |
18 | Before section 563 insert— |
| |
“562B | Breach of further condition relating to shares |
| |
(1) | Subsection (2) applies if the condition in section 528A (further |
| |
condition relating to shares) is not met in relation to an accounting |
| |
| 40 |
(2) | The group or company (as the case may be) is to be treated as having |
| |
ceased to be a UK REIT at the end of the previous accounting period. |
| |
(3) | But subsection (2) does not apply if the condition is not met as a |
| |
| |
(a) | the principal company of a group UK REIT becoming a |
| 45 |
member of another group UK REIT, or |
| |
|
| |
|