|
| |
|
| |
(1) | After section 170(10) of TCGA 1992 (groups: merger, &c.) insert— |
| |
“(10A) | Where the principal company of a group (Group 1)— |
| |
(a) | becomes an SE by reason of being the acquiring company in the |
| |
formation of an SE by merger by acquisition (in accordance with |
| 5 |
Articles 2(1), 17(2)(a) and 29(1) of Council Regulation (EC) |
| |
2157/2001 on the Statute for a European Company (Societas |
| |
| |
(b) | becomes a subsidiary of a holding SE (formed in accordance |
| |
with Article 2(2) of that Regulation), or |
| 10 |
(c) | is transformed into an SE (in accordance with Article 2(4) of that |
| |
| |
| Group 1 and any group of which the SE is a member on formation shall |
| |
be regarded as the same; and the question whether or not a company |
| |
has ceased to be a member of a group shall be determined accordingly.” |
| 15 |
(2) | Subsection (1) shall have effect in relation to the formation of an SE (including |
| |
its formation by transformation) which occurs on or after 1st April 2005. |
| |
63 | Groups: intangible fixed assets |
| |
(1) | After paragraph 51 of Schedule 29 to the FA 2002 (groups: continuity) insert— |
| |
“51A | For the purposes of this Schedule where the principal company of a |
| 20 |
| |
(a) | becomes an SE by reason of being the acquiring company in |
| |
the formation of an SE by merger by acquisition (in |
| |
accordance with Articles 2(1), 17(2)(a) and 29(1) of Council |
| |
Regulation (EC) 2157/2001 on the Statute for a European |
| 25 |
Company (Societas Europaea)), |
| |
(b) | becomes a subsidiary of a holding SE (formed in accordance |
| |
with Article 2(2) of that Regulation), or |
| |
(c) | is transformed into an SE (in accordance with Article 2(4) of |
| |
| 30 |
| Group 1 and any group of which the SE is a member on formation |
| |
shall be regarded as the same; and the question whether or not a |
| |
company has ceased to be a member of a group shall be determined |
| |
| |
(2) | Subsection (1) shall have effect in relation to the formation of an SE (including |
| 35 |
its formation by transformation) which occurs on or after 1st April 2005. |
| |
| |
(1) | In section 116(11) of TCGA 1992 (shares: reorganisation, &c.) after “140A,” |
| |
| |
(2) | After section 140(6A) of that Act (postponement of charge on transfer of assets |
| 40 |
to foreign company) insert— |
| |
“(6B) | If, as part of the process of a merger forming an SE in circumstances in |
| |
which section 140E applies, securities are transferred to the SE by a |
| |
| |
|
| |
|
| |
|
(a) | the transfer to the SE shall be disregarded for the purposes of |
| |
| |
(b) | the SE shall be treated as if it were the transferor company in |
| |
| |
(i) | any subsequent disposal of the securities, and |
| 5 |
(ii) | any subsequent disposal by the transferee company of |
| |
assets to which subsection (5) applies.” |
| |
(3) | After section 154(2) of that Act (held over gains: depreciating assets) insert— |
| |
“(2A) | If, as part of the process of a merger forming an SE in circumstances in |
| |
which section 140E applies, asset No 2 or shares in a company which |
| 10 |
holds asset No 2 are transferred to the SE, the transfer to the SE shall be |
| |
disregarded for the purposes of subsection (2), and— |
| |
(a) | if the SE holds asset No 2, it shall be treated for the purposes of |
| |
subsection (2), in relation to asset No 2, as if it were the claimant, |
| |
| 15 |
(b) | if the SE holds shares in the company which holds asset No 2, |
| |
section 175 shall apply in relation to the group of which the SE |
| |
is a member as if it were the same group as any group of which |
| |
the claimant was a member before the formation of the SE. |
| |
(2B) | If, as part of the process of a merger forming an SE in circumstances in |
| 20 |
which section 140E applies, the SE becomes a member (whether or not |
| |
as the principal company) of a group of which the claimant is also a |
| |
member, for the purposes of subsection (2) section 175 shall apply in |
| |
relation to the trade carried on by the claimant as if the group of which |
| |
the SE is a member were the same group as the group of which the |
| 25 |
claimant was a member before the formation of the SE.” |
| |
(4) | After section 179(1A) of that Act (company ceasing to be member of group) |
| |
| |
“(1B) | Where, as part of the process of a merger to form an SE in circumstances |
| |
in which section 140E applies, a company which is a member of a group |
| 30 |
(“Group 1”) ceases to exist and in consequence of that cessation— |
| |
(a) | assets are transferred to the SE, or |
| |
(b) | shares in one or more companies which were also members of |
| |
the group are transferred to the SE, |
| |
| a company which has ceased to exist, or the shares in which have been |
| 35 |
transferred to the SE, shall not be treated for the purposes of this section |
| |
| |
(1C) | If subsection (1B) applies in relation to a company then for the purposes |
| |
| |
(a) | the SE and a company which has ceased to exist in consequence |
| 40 |
of the merger to form the SE shall be treated as the same entity, |
| |
| |
(b) | if the SE is a member of a group (“Group 2”) following its |
| |
formation (whether or not as the principal company of the |
| |
group) a company which was a member of Group 1 and became |
| 45 |
a member of Group 2 in consequence of the formation of the SE |
| |
shall be treated, for the purposes of this section, as if Group 1 |
| |
and Group 2 were the same.” |
| |
|
| |
|
| |
|
(5) | This section shall have effect in relation to the formation of an SE in accordance |
| |
with Article 2 of Council Regulation (EC) 2157/2001 on the Statute for a |
| |
European Company (Societas Europaea) which occurs on or after 1st April |
| |
| |
65 | Restrictions on set-off of pre-entry losses |
| 5 |
(1) | Schedule 7A to TCGA 1992 (restrictions on set-off of pre-entry losses) shall be |
| |
| |
(2) | After paragraph 1(3A)(a) insert— |
| |
“(aa) | in a case in which (whether or not paragraph (a)(i) also |
| |
| 10 |
(i) | the company is an SE resident in the United Kingdom, |
| |
| |
(ii) | the asset was transferred to the SE as part of the |
| |
process of its formation by the merger by acquisition |
| |
of two or more companies in accordance with Articles |
| 15 |
2(1) and 17(2)(a) or (b) of Council Regulation (EC) |
| |
2157/2001 on the Statute for a European Company |
| |
| |
| are references to the asset becoming a chargeable asset in |
| |
relation to the SE or, if at the time of the formation of the SE |
| 20 |
the asset was a chargeable asset in relation to a company |
| |
which ceased to exist as part of the process of the formation |
| |
of the SE, to the asset becoming a chargeable asset in relation |
| |
| |
(3) | In the definition of “chargeable asset” in paragraph 1(3A) after “section 10B” |
| 25 |
insert “(or, if the company is an SE, by reason of the asset having been |
| |
transferred to the SE on its formation)”. |
| |
(4) | In paragraph 1(6)(a) after “subsection (10)” insert “or (10A)”. |
| |
(5) | In paragraph 9(6) after “subsection (10)” insert “or (10A)”. |
| |
(6) | This section shall have effect in relation to the formation of an SE which occurs |
| 30 |
on or after 1st April 2005. |
| |
| |
| |
66 | Vehicle excise duty: late renewal supplements |
| |
(1) | VERA 1994 is amended as follows. |
| 35 |
(2) | Section 7A (supplement payable on late renewal of vehicle licence) is amended |
| |
| |
(3) | In subsection (1) (cases in which regulations may provide for supplement to be |
| |
payable), for the words from “in prescribed cases” to the end substitute |
| |
| 40 |
(a) | a vehicle has ceased to be appropriately covered, |
| |
(b) | the vehicle is not, before the end of the relevant prescribed |
| |
period, appropriately covered as mentioned in paragraph (a) or |
| |
|
| |
|
| |
|
(b) of subsection (1A) below with effect from the time |
| |
immediately after it so ceased or appropriately covered as |
| |
mentioned in paragraph (d) of that subsection, and |
| |
(c) | the circumstances are not such as may be prescribed.” |
| |
(4) | After that subsection insert— |
| 5 |
“(1A) | For the purposes of this section and section 7B a vehicle is appropriately |
| |
covered if (and only if)— |
| |
(a) | a vehicle licence or trade licence is in force for or in respect of |
| |
| |
(b) | the vehicle is an exempt vehicle in respect of which regulations |
| 10 |
under this Act require a nil licence to be in force and a nil licence |
| |
is in force in respect of it, |
| |
(c) | the vehicle is an exempt vehicle that is not one in respect of |
| |
which regulations under this Act require a nil licence to be in |
| |
| 15 |
(d) | the vehicle is neither kept nor used on a public road and the |
| |
declarations and particulars required to be delivered by |
| |
regulations under section 22(1D) have been delivered in |
| |
relation to it in accordance with the regulations within the |
| |
immediately preceding period of 12 months. |
| 20 |
(1B) | Where a vehicle for or in respect of which a vehicle licence is in force is |
| |
transferred by the holder of the vehicle licence to another person, the |
| |
vehicle licence is to be treated for the purposes of subsection (1A) as no |
| |
longer in force unless it is delivered to the other person with the vehicle. |
| |
| 25 |
(a) | an application is made for a vehicle licence for any period, and |
| |
(b) | a temporary licence is issued pursuant to the application, |
| |
| subsection (1B) does not apply to the licence applied for if, on a transfer |
| |
of the vehicle during the currency of the temporary licence, the |
| |
temporary licence is delivered with the vehicle to the transferee. |
| 30 |
(1D) | In subsection (1)(b) “the relevant prescribed period” means such period |
| |
beginning with the date on which the vehicle ceased to be |
| |
appropriately covered as is prescribed.” |
| |
(5) | In subsection (2)(c) (amount of supplement variable according to length of |
| |
period between expiry of licence and payment of supplement or renewal of |
| 35 |
licence), for sub-paragraphs (i) and (ii) substitute— |
| |
“(i) | the time of a notification (in accordance with regulations |
| |
under section 7B(1)) to, or in relation to, a person by |
| |
| |
(ii) | the time at which it is paid.” |
| 40 |
(6) | In subsection (3)(b) (supplement not to cease to be payable by reason of taking |
| |
out of vehicle licence), for “a vehicle licence being taken out for the vehicle” |
| |
substitute “the vehicle being again appropriately covered”. |
| |
(7) | Omit subsection (4)(a) (definition of “expiry of a vehicle licence”). |
| |
(8) | In the heading, for “late renewal of vehicle licence” substitute “vehicle ceasing |
| 45 |
to be appropriately covered”. |
| |
|
| |
|
| |
|
(9) | Section 7B (late-renewal supplements: further provisions) is amended as |
| |
| |
(10) | In subsection (1) (notification of person in whose name vehicle is registered)— |
| |
(a) | for “on non-renewal of a vehicle licence for” substitute “in relation to”, |
| |
| 5 |
(b) | for “failure to renew a vehicle licence” substitute “the vehicle ceasing to |
| |
be appropriately covered”. |
| |
(11) | In the heading, for “Late-renewal” substitute “Section 7A”. |
| |
67 | Reorganisation of water and sewerage services in Northern Ireland |
| |
(1) | In this section “relevant transfer” means a transfer of property, rights or |
| 10 |
| |
(a) | the transfer is of property, rights or liabilities which— |
| |
(i) | are specified or described in or determined in accordance with |
| |
| |
(ii) | consist of or include relevant property, rights or liabilities, |
| 15 |
(b) | the transfer is from a Northern Ireland department or persons which |
| |
include a Northern Ireland department to a company or companies |
| |
specified in the scheme (“transferee company”), and |
| |
(c) | the transfer is effected by or under an enactment which— |
| |
(i) | is made after the coming into force of this section, and |
| 20 |
(ii) | relates to the provision of water or sewerage services in |
| |
| |
(2) | In this section “relevant property, rights or liabilities” means property, rights |
| |
or liabilities connected with the provision of any water or sewerage services. |
| |
(3) | The Treasury may by regulations make provision for or in connection with |
| 25 |
varying the way in which a relevant tax or duty would, apart from the |
| |
regulations, have effect in relation to, or in connection with, any of the |
| |
| |
(a) | anything done for the purpose of, or under or in consequence of, a |
| |
relevant transfer of relevant property, rights or liabilities from a |
| 30 |
Northern Ireland department to a transferee company; |
| |
(b) | any relevant property, rights or liabilities which are the subject of a |
| |
relevant transfer from a Northern Ireland department to a transferee |
| |
| |
(c) | any relevant property, rights or liabilities of a transferee company. |
| 35 |
(4) | The provision that may be made by the regulations includes provision for or in |
| |
connection with any of the following— |
| |
(a) | a tax provision not to apply or to apply with modifications in |
| |
prescribed cases or circumstances; |
| |
(b) | anything done to have or not to have a specified consequence for the |
| 40 |
purposes of a tax provision in prescribed cases or circumstances; |
| |
(c) | any relevant property, rights or liabilities which are the subject of a |
| |
relevant transfer from a Northern Ireland department to a transferee |
| |
company to be treated in a specified way for the purposes of a tax |
| |
provision in prescribed cases or circumstances; |
| 45 |
|
| |
|
| |
|
(d) | the withdrawal of relief (whether or not granted by virtue of the |
| |
regulations), and the charging of tax, in prescribed cases or |
| |
| |
(e) | requiring or enabling the Secretary of State, with the consent of the |
| |
Treasury, to determine or to specify the method to be used for |
| 5 |
determining anything (including amounts or values, or times or |
| |
periods of time) which needs to be determined for the purposes of any |
| |
tax provision (whether or not modified by the regulations) as it applies |
| |
in relation to, or in connection with,— |
| |
(i) | anything done for the purpose of, or under or in consequence |
| 10 |
of, a relevant transfer of relevant property, rights or liabilities |
| |
from a Northern Ireland department to a transferee company, |
| |
| |
(ii) | any relevant property, rights or liabilities which are the subject |
| |
of a relevant transfer from a Northern Ireland department to a |
| 15 |
| |
(5) | A provision of regulations made by virtue only of subsection (3)(c) (“a |
| |
subsection (3)(c) provision”) (whether or not also by virtue of subsection (4)) |
| |
shall not have effect for an accounting period of a transferee company unless |
| |
the company is wholly owned by the Crown during the whole of that |
| 20 |
| |
(6) | Regulations under this section may provide that, for the purposes of a |
| |
subsection (3)(c) provision, an accounting period of a transferee company shall |
| |
be taken to have ended on the company ceasing to be wholly owned by the |
| |
| 25 |
(7) | For the purposes of this section, a company shall be regarded as wholly owned |
| |
by the Crown at any time when each of the issued shares in the company is |
| |
held by, or by a nominee of,— |
| |
| |
(b) | the Secretary of State, |
| 30 |
(c) | a Northern Ireland department, or |
| |
(d) | another company which is wholly owned by the Crown. |
| |
| |
“enactment” includes a provision comprised in— |
| |
(a) | Northern Ireland legislation, or |
| 35 |
(b) | an instrument made under an enactment; |
| |
“prescribed” means prescribed by or determined in accordance with |
| |
regulations under this section; |
| |
“relevant tax or duty” means income tax, corporation tax, capital gains |
| |
tax, stamp duty or stamp duty reserve tax; |
| 40 |
“tax provision” means a provision of an enactment about a relevant tax or |
| |
| |
(9) | Any power to make regulations under this section is exercisable by statutory |
| |
| |
(10) | A statutory instrument containing regulations under this section shall be |
| 45 |
subject to annulment in pursuance of a resolution of the House of Commons. |
| |
(11) | Any power to make regulations under this section includes power— |
| |
(a) | to make different provision for different cases or circumstances; |
| |
|
| |
|
| |
|
(b) | to make incidental, supplemental, consequential or transitional |
| |
| |
68 | EU Mutual Assistance Directive: notifications |
| |
(1) | This section applies where, in accordance with Article 8a of the Mutual |
| |
Assistance Directive, the competent authority of another member State (“the |
| 5 |
applicant authority”) requests the Commissioners for Her Majesty’s Revenue |
| |
and Customs to notify an instrument to the person to whom the instrument is |
| |
| |
(2) | The Commissioners must take the necessary measures to notify the instrument |
| |
| 10 |
(3) | The notification shall be given in accordance with the law applicable to |
| |
notification of similar instruments in the part of the United Kingdom in which |
| |
| |
(4) | The Commissioners must— |
| |
(a) | inform the applicant authority immediately of their response to the |
| 15 |
| |
(b) | confirm to the applicant authority, as soon as is reasonably practicable, |
| |
the date on which the instrument was notified to the person concerned. |
| |
(5) | The Commissioners may request additional information from the applicant |
| |
authority for the purpose of giving the notification. |
| 20 |
(6) | In this section “the Mutual Assistance Directive” means Council Directive 77/ |
| |
799/EEC as amended (in particular by Council Directive 2004/56/EC). |
| |
(7) | In this section references to the Commissioners for Her Majesty’s Revenue and |
| |
Customs include, in relation to any time before 18th April 2005,— |
| |
(a) | the Commissioners of Customs and Excise; |
| 25 |
(b) | the Commissioners of Inland Revenue. |
| |
(8) | In this section “instrument” means any instrument or decision which— |
| |
(a) | emanates from the administrative authorities of the member State in |
| |
which the applicant authority is situated, and |
| |
(b) | concerns the application in that member State of legislation on taxes |
| 30 |
covered by the Mutual Assistance Directive. |
| |
(9) | This section has effect in relation to requests received by the Commissioners for |
| |
Her Majesty’s Revenue and Customs on or after 1st January 2005. |
| |
69 | Abolition of statutory adjudicator for National Savings and Investments |
| |
(1) | After the coming into force of this section, no further disputes shall be referred |
| 35 |
to a person appointed under section 84 of the Friendly Societies Act 1992 (c. 40) |
| |
(adjudicator for disputes under the National Savings Bank Act 1971 and the |
| |
| |
(2) | This section comes into force on 1st September 2005. |
| |
|
| |
|