Finance Act 2012

• (2) In Schedule 4 to CTA 2010 (index of defined expressions), at the appropriate place insert—

exclusive licence (in Part 8A)	section 357BA

;

finance income (in Part 8A)	section 357CB

;

group (in Part 8A)	section 357GD

;

invention (in Part 8A)	section 357GE

;

item (in Part 8A)	section 357GE

;

the OECD Model Tax Convention (in Part 8A)	section 357GE

;

the OECD transfer pricing guidelines (in Part 8A)	section 357GE

;

qualifying company (in Part 8A)	section 357B

;

qualifying IP right (in Part 8A)	section 357B(4)

;

qualifying residual profit of a trade (in Part 8A)	section 357GE

;

relevant IP income (in Part 8A)	section 357CC

;

total gross income of a trade (in Part 8A)	section 357CA

.

PART 2 — Amendments of TIOPA 2010

2

In Part 4 of TIOPA 2010 (transfer pricing), Chapter 3 (exemptions from basic rule) is amended as follows.

3

In section 166 (exemption for small and medium-sized enterprises), in subsection (2)(a), for “section 167” substitute “ sections 167 and 167A ”.

4

After section 167 insert—

(167A) (1) Section 166(1) does not apply in relation to any provision made or imposed if— (a) the potentially advantaged person is a small enterprise for the chargeable period, (b) the person meets the condition in subsection (2), and (c) the Commissioners for Her Majesty's Revenue and Customs give that person a notice requiring the person to calculate the profits and losses of that chargeable period in accordance with section 147(3) or (5) in the case of that provision. (2) A person meets the condition referred to in subsection (1)(b) if— (a) provision has been made or imposed as between the person and any other person by means of a transaction or series of transactions, (b) the basic pre-condition in section 147 is met in respect of the provision, and (c) the transaction, or one or more of the series of transactions, is taken into account in calculating, for the purposes of Part 8A of CTA 2010 (profits arising from the exploitation of patents etc), the relevant IP profits of a trade of a person who is or was a party to the transaction or transactions. (3) A notice under subsection (1) is referred to in this Chapter as a transfer pricing notice.

5

In section 170 (appeals against transfer pricing notices), in subsection (1), for the words from “on the ground that” to the end substitute

on one of the following grounds— (a) that the condition in section 167A(1)(b) is not met, or (b) that the condition in section 168(1)(a) is not met.

6

In section 171 (tax returns where transfer pricing notice given), in subsection (3)(a), before “medium-sized” insert “ small or ”.

PART 3 — Commencement and transitional provision

Application

7

• (1) The amendments made by this Schedule have effect in relation to accounting periods beginning on or after 1 April 2013 for which an election under section 357A of CTA 2010 has effect.

• (2) Sub-paragraph (3) applies where a company has an accounting period beginning before 1 April 2013 and ending on or after that date (“the straddling period”).

• (3) For the purposes of Part 8A of CTA 2010—

• (a) so much of the straddling period as falls before 1 April 2013, and so much of that period as falls on or after that date, are treated as separate accounting periods, and

• (b) any amounts brought into account for the purposes of calculating for corporation tax purposes the profits of any trade of the company for the straddling period are apportioned to the two separate accounting periods on such basis as is just and reasonable.

Special treatment of profits from patents etc to be phased in

8

• (1) In each of the financial years in the Table below, the reference to RP in the formula in section 357A(3) of CTA 2010 is to be read as a reference to the percentage of RP given for that year—

Financial year	Percentage of RP
2013	60%
2014	70%
2015	80%
2016	90%

• (2) Sub-paragraph (3) applies where there is a set-off amount in relation to any trade of a company for an accounting period falling wholly or partly within a financial year mentioned in the Table in sub-paragraph (1) (“the relevant year”) and—

• (a) section 357EB of CTA 2010 (allocation of set-off amount within group) applies in relation to the set-off amount (or so much of it as remains after the operation of section 357EA(2) of that Act) for a relevant accounting period falling wholly or partly within the financial year following the relevant year, or

• (b) section 357EC of that Act (carry-forward of set-off amount) applies in relation to the set-off amount (or so much of it as remains after the operation of section 357EA(2) or 357EB(2) of that Act).

• (3) For the purposes of section 357EB or (as the case may be) 357EC of CTA 2010 there is to be deducted from the relevant amount an amount equal to the appropriate fraction of that amount.

“The relevant amount” is the amount in relation to which that section applies as mentioned in sub-paragraph (2).

• (4) The appropriate fraction is—

$$10 % P$where P is—the percentage given as the percentage of RP by that Table for the financial year following the relevant year, orwhere the relevant year is the financial year 2016, 100%.$

• (5) If a company's accounting period falls within more than one financial year—

• (a) the amount of any relevant IP profits of a trade of the company for the accounting period, and

• (b) where sub-paragraph (3) applies, the relevant amount (within the meaning of that sub-paragraph),

must for the purposes of this paragraph be apportioned between the financial years in which the accounting period falls on such basis as is just and reasonable.

• (6) In this paragraph—

• “relevant accounting period” has the meaning given by section 357EB(3) of CTA 2010,

• “relevant IP profits”, in relation to a trade of a company for an accounting period, has the same meaning in this paragraph as in Part 8A of that Act, and

• “set-off amount”, in relation to a trade of a company for an accounting period, is to be read in accordance with Chapter 5 of that Act.

SCHEDULE 3

Introductory

1

Part 13 of CTA 2009 (additional relief for expenditure on research and development) is amended as follows.

Amount of relief for expenditure on R&D by small or medium-sized enterprises (“SMEs”)

2

• (1) Chapter 2 (relief for SMEs: cost of R&D incurred by SME) is amended as follows.

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (5) In section 1058 (amount of tax credit), in subsection (1)(a), for “12.5%” substitute “ 11% ”.

Removal of R&D threshold

3

• (1) Chapter 2 (relief for SMEs: cost of R&D incurred by SME) is amended as follows.

• (2) In section 1043 (overview of Chapter), in subsection (3), omit paragraph (e) (but not the “and” after it).

• (3) In section 1044 (additional deduction in calculating profits of trade), omit subsection (3).

• (4) In section 1045 (alternative treatment for pre-trading expenditure: deemed trading loss)—

• (a) in subsection (1), omit “, B”, and

• (b) omit subsection (3).

• (5) Omit section 1050 (R&D threshold).

4

• (1) Chapter 3 (relief for SMEs: R&D sub-contracted to SME) is amended as follows.

• (2) In section 1063 (additional deduction in calculating profits of trade)—

• (a) in subsection (1), omit “, B”, and

• (b) omit subsection (3).

• (3) Omit section 1064 (R&D threshold).

5

• (1) Chapter 4 (relief for SMEs: subsidised and capped expenditure on R&D) is amended as follows.

• (2) In section 1068 (additional deduction in calculating profits of trade)—

• (a) in subsection (1), omit “, B”, and

• (b) omit subsection (3).

• (3) Omit section 1069 (R&D threshold).

6

• (1) Chapter 5 (relief for large companies) is amended as follows.

• (2) In section 1074 (additional deduction in calculating profits of trade)—

• (a) in subsection (1), omit “, B”, and

• (b) omit subsection (3).

• (3) Omit section 1075 (R&D threshold).

7

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

In consequence of the amendments made by paragraphs 3 to 7, in Schedule 4 to CTA 2009 omit each of the entries for “R&D threshold”.

Company not a going concern when in administration or liquidation

9

Chapter 2 (relief for SMEs: cost of R&D incurred by SME) is amended as follows.

10

• (1) Section 1046 (relief only available where company is going concern) is amended as follows.

• (2) At the end of subsection (2) insert—

This is subject to subsection (2A).

• (3) After subsection (2) insert—

(2A) A company is not a going concern at any time if it is in administration or liquidation at that time. (2B) For the purposes of this section a company is in administration if— (a) it is in administration under Part 2 of the Insolvency Act 1986 or Part 3 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), or (b) a corresponding situation under the law of a country or territory outside the United Kingdom exists in relation to the company. (2C) For the purposes of this section a company is in liquidation if— (a) it is in liquidation within the meaning of section 247 of that Act or Article 6 of that Order, or (b) a corresponding situation under the law of a country or territory outside the United Kingdom exists in relation to the company.

11

• (1) Section 1057 (tax credit only available where company is going concern) is amended as follows.

• (2) At the end of subsection (4) insert—

This is subject to subsection (4A).

• (3) After subsection (4) insert—

(4A) A company is not a going concern at any time if it is in administration or liquidation at that time. (4B) For the purposes of this section a company is in administration if— (a) it is in administration under Part 2 of the Insolvency Act 1986 or Part 3 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), or (b) a corresponding situation under the law of a country or territory outside the United Kingdom exists in relation to the company. (4C) For the purposes of this section a company is in liquidation if— (a) it is in liquidation within the meaning of section 247 of that Act or Article 6 of that Order, or (b) a corresponding situation under the law of a country or territory outside the United Kingdom exists in relation to the company.

12

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Removal of limit on amount of tax credit based on PAYE and NIC liabilities

15

• (1) Chapter 2 (relief for SMEs: cost of R&D incurred by SME) is amended as follows.

• (2) In section 1058 (amount of tax credit), in subsection (1), omit paragraph (b) (and the “or” before it).

• (3) Omit section 1059 (total amount of company's PAYE and NIC liabilities).

Abolition of vaccine research relief for SMEs

16

• (1) Section 1039 (overview of Part 13) is amended as follows.

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3) In subsection (7)—

• (a) for “Chapters 2 and 7 also provide” substitute “ Chapter 2 also provides ”, and

• (b) in paragraph (a), omit “or 7”.

17

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18

In section 1046 (relief only available where company is going concern), in subsection (2)(b), omit “or Chapter 7”.

19

In section 1057 (tax credit only available where company is going concern), in subsection (4)(b), omit “or Chapter 7”.

20

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

25

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

29

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

31

• (1) Chapter 8 (cap on aid for R&D) is amended as follows.

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3) In section 1115 (“the tax credits”), in subsection (1), omit “or 7”.

32

In consequence of the amendments made by paragraphs 16 to 31—

• (a) in Schedule 4 to CTA 2009 (index of defined expressions), omit the entry for “Chapter 7 surrenderable loss”,

• (b) in Schedule 1 to CTA 2010, omit paragraphs 672 to 674, and

• (c) in section 43 of FA 2011, omit subsections (7) to (11).

Qualifying expenditure on externally provided workers

33

Chapter 9 (supplementary) is amended as follows.

34

• (1) Section 1128 (“externally provided worker”) is amended as follows.

• (2) In subsection (7), for “the staff provider” substitute “ a person other than the company (the “staff controller”) ”.

• (3) After subsection (8) insert—

(9) In sections 1129 to 1131 references to “staff controller” are to be read in accordance with subsection (7).

35

• (1) Section 1129 (connected persons) is amended as follows.

• (2) In subsection (1), for paragraphs (b) and (c) substitute—

(b) the company, the staff provider and (if different) the staff controller (or staff controllers) are all connected, and (c) in accordance with generally accepted accounting practice— (i) the whole of the staff provision payment has been brought into account in determining the staff provider's profit or loss for a relevant period, and (ii) all of the relevant expenditure of each staff controller has been brought into account in determining the staff controller's profit or loss for a relevant period.

• (3) In subsection (2)(b), for “the staff provider's relevant expenditure” substitute “ the aggregate of the relevant expenditure of each staff controller ”.

• (4) In subsection (3)—

• (a) for “of the staff provider” substitute “ , in relation to a staff controller, ”, and

• (b) in paragraph (a), for “staff provider” substitute “ staff controller ”.

• (5) In subsection (4)—

• (a) after “ “Relevant period”” insert “ , in relation to a person, ”, and

• (b) in paragraph (a), for “staff provider” substitute “ person ”.

• (6) In subsection (5)—

• (a) for “the staff provider's expenditure” substitute “ the expenditure of a staff controller ”, and

• (b) for “the staff provider” substitute “ a staff controller ”.

• (7) In subsection (7), for “staff provider” substitute “ a staff controller ”.

36

• (1) Section 1130 (election for connected persons treatment) is amended as follows.

• (2) For subsection (1) substitute—

(1) If— (a) a company makes a staff provision payment, and (b) the company, the staff provider and (if different) the staff controller (or staff controllers) are not all connected, they may jointly elect that section 1129 is to apply to them as if they were all connected.

• (3) In subsection (2), for “must be made” substitute “ has effect ”.

37

In section 1131 (qualifying expenditure on externally provided workers: other cases), in subsection (1), for paragraph (b) (but not the “and” following it) substitute—

(b) the company, the staff provider and (if different) the staff controller (or staff controllers) are not all connected,

.

Application

38

The amendments made by paragraphs 2 and 16 to 37 have effect in relation 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.

SCHEDULE 4

Introduction

1

Part 12 of CTA 2010 (real estate investment trusts) is amended as follows.

Being a UK REIT: conditions for company - close companies

2

• (1) Section 525 (becoming a UK REIT: supplementary provision) is amended as follows.

• (2) In subsection (1)(c) for “the conditions” substitute “ conditions A, B, C, E and F ”.

• (3) In subsection (4)(a) omit “D,”.

• (4) Omit subsections (5) to (8).

3

In section 527 (being a UK REIT in relation to an accounting period) after subsection (4) insert—

(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, 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- year period. (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 section 523 or 524.

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 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 (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 237(3) of that Act); (b) a company— (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, or (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 2000); (c) a person acting on behalf of a limited partnership which is a collective investment scheme (as defined in section 235 of FISMA 2000); (d) the trustee or manager of a pension scheme (as defined in 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 2001 (S.I. 2001/544)) who— (i) is authorised under FISMA 2000 to carry on such business, or (ii) has an equivalent authorisation under the law of a territory outside the United Kingdom to carry on such business; (f) a charity; (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 Regeneration Act 2008; (ii) in Scotland, section 20 of the Housing (Scotland) Act 2010 (asp 17); (iii) in Wales, section 1 of the Housing Act 1996; (iv) in Northern Ireland, Article 14 of the Housing (Northern Ireland) Order 1992 (S.I. 1992/1725 (N.I. 15)); (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 ”.

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 subsection (4) insert—

(5) The following subsections apply in relation to condition D in section 528. (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 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 day. (8) In subsections (6) and (7) “the first 3-year period” has the meaning given by section 527(8).

8

• (1) Section 562 (breach of conditions C and D in section 528) is amended as follows.

• (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 section 528 ”.

• (4) In subsection (2)—

• (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).

• (6) In subsection (5)—

• (a) in paragraph (a) for “either condition C or D” substitute “ condition C ”, and

• (b) in paragraph (b) omit “or (3)”.

9

After section 562 insert—

(562A) (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 (b) a company UK REIT. (2) In accordance with section 527(6) and (7), a breach of condition D 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 3-year period. (4) If condition D is not met at any time after the start of the day 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. (5) Neither subsection (3) nor subsection (4) applies if condition D 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 REIT, 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 (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 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 section 527(8).

10

• (1) Section 572 (termination by notice given by HMRC) is amended as follows.

• (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) (1) An officer of Revenue and Customs may give a notice under section 572(1) if— (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 group or the company (as the case may be) for a period exceeding 3 years or for a number of periods which in total exceed 3 years. (2) This subsection applies to a company at any time when— (a) the company is, or is a member of, a UK REIT, (b) condition D in section 528 is not met in relation to the UK REIT, and (c) the first 3-year period in relation to the UK REIT has not ended. (3) Neither subsection (1)(a) nor subsection (2)(b) covers cases in which 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 REIT. (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 transferred business. In paragraph (a) the reference to a business includes a part of a business. (5) Subsection (2) is to be taken to have applied at the relevant time to the following companies— (a) company X, and (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 it). (6) In this section “the first 3-year period” has the meaning given by section 527(8). (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 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 follows.

• (2) In subsection (5)(a) for “section 562(2) and (3)” substitute “ section 562A(6) ”.

• (3) In subsection (7)—

• (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 ”.

• (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 section 523 specifying a date which is on or after the day on which this Act is passed, and

• (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—

• (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 Act is passed, and

• (b) companies which give notices under section 524 specifying a date which is before the day on which this Act is passed,

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 or after that day).

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,

.

15

In section 528 (conditions for company) in subsection (3) for “listed” substitute “ admitted to trading ”.

16

After section 528 insert—

(528A) (1) In the case of a group UK REIT, the condition in this section is met in 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 relation to shares), or (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— (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), or (b) during the accounting period, shares forming part of the company's ordinary share capital are traded on a recognised stock exchange. (3) This section is subject to section 528B. (528B) (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 in relation to accounting period 1, accounting period 2 and accounting period 3 if— (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 relation to shares), or (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 met in relation to accounting period 1, accounting period 2 and accounting period 3 if— (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), or (b) during the relevant period, shares forming part of the company's ordinary share capital are traded on a recognised stock exchange. (4) In this section— - “accounting period 2” means the accounting period following accounting period 1, - “accounting period 3” means the accounting period following accounting period 2, and - “the relevant period” means the period consisting of accounting 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 shares),

.

18

Before section 563 insert—

(562B) (1) Subsection (2) applies if the condition in section 528A (further condition relating to shares) is not met in relation to an accounting period. (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 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 REIT, and, accordingly, the breach is to be ignored. (4) This section is subject to section 562C. (562C) (1) Subsection (2) applies if the condition in section 528A, as relaxed by section 528B, is not met in relation to accounting period 1, accounting period 2 and accounting period 3. (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 accounting period 2. (3) But subsection (2) does not apply if the condition, as relaxed, 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 REIT, and, accordingly, the breach is to be ignored. (4) In this section “accounting period 2” and “accounting period 3” have the same meaning as in section 528B.

19

• (1) Section 572 (termination by notice given by HMRC) is amended as follows.

• (2) In subsection (2) before “574” insert “ 573B, ”.

• (3) Before subsection (6) insert—

(5B) Subsection (4)(a) has effect subject to section 573B(9).

20

Before section 574 insert—

(573B) (1) In the case of a group UK REIT, an officer of Revenue and Customs may give a notice under section 572(1) if— (a) the condition in section 528A (further condition relating to shares) would not be met in relation to an accounting period (“the relevant accounting period”) but for section 528B, and (b) subsection (2) applies to a company which is a member of the group at any time during the relevant accounting period. (2) This subsection applies to a company if it has benefited from the relaxation of the condition in section 528A in relation to 3 or more accounting periods (apart from the relevant accounting period). (3) In the case of a company UK REIT, an officer of Revenue and Customs may give a notice under section 572(1) if— (a) the condition in section 528A (further condition relating to shares) would not be met in relation to an accounting period (“the relevant accounting period”) but for section 528B, and (b) the company has benefited from the relaxation of the condition in section 528A in relation to 3 or more accounting periods (apart from the relevant accounting period). (4) For the purposes of this section a company benefits from the relaxation of the condition in section 528A if— (a) it is a member of a group UK REIT at any time during an accounting period in relation to which the condition in section 528A would not be met but for section 528B, or (b) at any time it is a company UK REIT and the condition in section 528A would not be met in relation to an accounting period but for section 528B, and the accounting period “in relation to” which the company benefits from the relaxation of the condition in section 528A is the accounting period mentioned in paragraph (a) or (b) (as the case may be). (5) None of subsections (1)(a), (3)(a), (4)(a) and (4)(b) covers cases in which the condition in section 528A would not be 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 REIT. (6) Subsection (7) applies if— (a) a company ceases to carry on a business (“the transferred business”) which it carried on at any time during an accounting period in relation to which the company benefits from the relaxation of the condition in section 528A, and (b) another company (“company X”) begins to carry on the transferred business. In paragraph (a) the reference to a business includes a part of a business. (7) The following companies are to be taken to benefit from the relaxation of the condition in section 528A in relation to the accounting period in question— (a) company X, and (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 it). (8) If a notice is given under section 572(1) in a case within this section, subsection (9) applies instead of section 572(4)(a). (9) The group or company (as the case may be) is to be taken to have 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.

21

• (1) Subject to what follows, the amendments made by paragraphs 14 to 20 have effect for accounting periods beginning on or after the day on which this Act is passed.

• (2) Sections 528B, 562C and 573B have no effect in relation to—

• (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 Act is passed, or

• (b) companies which give notices under section 524 specifying a date which is before the day on which this Act is passed.

Being a UK REIT: condition as to distribution of profits

22

In section 530 (condition as to distribution of profits) in subsection (6D) for “three” substitute “ 6 ”.

23

After section 530 insert—

(530A) (1) Section 530(1) applies subject to subsection (2) below in relation to an accounting period if— (a) the principal company of the group delivered with its tax return for the period the financial statement under section 532(2)(b) showing the amount of the UK profits of the group arising in the period, and (b) as at the relevant date, those profits have been increased from the amount originally shown in the statement. (2) Any distribution of those profits made by the principal company before the end of the relevant period is to be treated as having been made within the deadline set by section 530(1)(c). (3) But the total amount of profits that may be treated as having been distributed within that deadline by virtue of subsection (2) is limited to 90% of the amount of the increase in profits. (4) In subsections (1) and (2) (and this subsection)— - “the relevant date” means the date on which the principal company's tax return can no longer be amended, - “the relevant period” means the period of 3 months beginning with the relevant date, and - “UK profits” has the meaning given by section 530(2). (5) Section 530(4) applies subject to subsection (6) below in relation to an accounting period if— (a) the company delivered its tax return for the period showing the amount of the profits of its property rental business arising in the period as calculated in accordance with section 599, and (b) as at the relevant date, those profits have been increased from the amount originally shown in the return. (6) Any distribution of those profits made before the end of the relevant period is to be treated as having been made within the deadline set by section 530(4)(b). (7) But the total amount of profits that may be treated as having been distributed within that deadline by virtue of subsection (6) is limited to 90% of the amount of the increase in profits. (8) In subsections (5) and (6) (and this subsection)— - “the relevant date” means the date on which the company's tax return can no longer be amended, and - “the relevant period” means the period of 3 months beginning with the relevant date. (9) In this section “distribution” is to be read in accordance with section 530(6A) and (6B).

24

In section 564 (breach of condition as to distribution of profits) omit subsections (5) to (8).

25

• (1) Section 565 (which defines the amount to be charged to corporation tax where there is a breach of the condition in section 530) is amended as follows.

• (2) In subsections (2) and (3), in the definition of “D”—

• (a) for “on or before” substitute “ within ”,

• (b) in paragraph (a) for “filing date referred to in” substitute “ deadline set by ”, and

• (c) in paragraph (b) for “date specified” substitute “ deadline set ”.

• (3) After subsection (3) insert—

(4) The definition of “D” in subsections (2) and (3) needs to be read with section 530A (so far as applicable).

26

• (1) The amendment made by paragraph 22 has effect in relation to distributions made on or after the day on which this Act is passed.

• (2) The amendments made by paragraphs 23 to 25 have effect for accounting periods beginning on or after the day on which this Act is passed.

Being a UK REIT: conditions as to balance of business

27

• (1) Section 531 (conditions as to balance of business) is amended as follows.

• (2) For subsection (5) substitute—

(5) Condition B is that at the beginning of the accounting period the sum of— (a) the value of the assets relating to property rental business, and (b) the value of the assets relating to residual business so far as consisting of cash, is at least 75% of the total value of assets held by the group or company (as the case may be).

• (3) In subsection (6)(b) after “business” insert “ (and the amount of the group's cash is to be determined accordingly) ”.

• (4) After subsection (7) insert—

(8) In this section “cash” means— (a) money held on deposit (whether or not in sterling), (b) stocks or bonds of any description included in Part 1 of Schedule 11 to FA 1942 (gilts), or (c) money held in any other way, or any investment of any other form, specified in regulations made by the Commissioners for Her Majesty's Revenue and Customs.

28

In section 547 (funds awaiting reinvestment) omit subsection (3).

29

• (1) Section 566 (breach of condition B in section 531 in accounting period 1) is amended as follows.

• (2) In subsection (2) omit the words from “but an amount of income” to the end.

• (3) Omit subsections (3) to (6).

30

Omit section 567 (breach of condition B in section 531 in accounting period 1: meaning of “the notional amount”).

31

In section 568 (breach of balance of business conditions after accounting period 1) in subsection (2)(b) for “value of the assets involved in property rental business of the UK REIT in question” substitute “ sum of the values mentioned in section 531(5)(a) and (b) ”.

32

• (1) The amendments made by paragraphs 27, 28 and 31 have effect for accounting periods beginning on or after the day on which this Act is passed.

• (2) The amendments made by paragraphs 29 and 30 have effect in relation to a breach of condition B in section 531 if accounting period 1 begins on or after the day on which this Act is passed.

Abolition of entry charge

33

• (1) Omit sections 538 to 540 (entry charge).

• (2) Sub-paragraph (1) does not affect the application of section 540 in relation to a company if the date of entry is before the day on which this Act is passed.

34

• (1) In section 545 (cancellation of tax advantage) in subsection (5) omit the words from “(and includes,” to “538)”.

• (2) Sub-paragraph (1) does not affect the powers of an officer of Revenue and Customs under section 545 in cases in which a company which is, or is a member of, a UK REIT tries before the day on which this Act is passed to obtain a tax advantage.

35

• (1) In section 556 (disposal of assets) omit subsection (4).

• (2) Sub-paragraph (1) does not affect the application of subsection (4) in relation to a company if entry is before the day on which this Act is passed.

36

• (1) In section 558 (demergers: disposal of asset) in subsection (4) omit “and section 538 (entry charge)”.

• (2) Sub-paragraph (1) has no effect in relation to cases in which the date specified in the notice under section 523(1) is before the day on which this Act is passed.

37

In section 559 (demergers: company leaving group UK REIT) in subsection (8) omit “section 538 (entry charge),”.

38

In section 583 (overview of Chapter 10 relating to joint ventures) omit subsection (4)(b).

39

Omit sections 595 to 597 (additional entry charges in cases involving joint ventures) and the italic heading before section 595.

Financing cost ratio

40

• (1) Section 543 (financing cost ratio) is amended as follows.

• (2) In subsection (1) after “period” insert “ (unless it is nil or a negative amount) ”.

• (3) For subsection (3) substitute—

(3) The excess is charged to corporation tax in relation to the accounting period under the charge to corporation tax on income. (3A) “The excess” means— (a) the amount equal to— (i) PFC, minus (ii) the property financing costs which would cause the calculation in subsection (2) to equal 1.25 for the accounting period, or (b) if less, the amount equal to 20% of PP.

41

• (1) Section 544 (meaning of “property financing costs” etc) is amended as follows.

• (2) In subsection (5) for “include” and paragraphs (a) to (e) substitute

are— (a) interest payable on borrowing, (b) amortisation of discounts relating to borrowing, (c) amortisation of premiums relating to borrowing, (d) the financing expense implicit in payments made under finance leases, and (e) alternative finance return (as defined in sections 511 to 513 of CTA 2009).

• (3) After subsection (5) insert—

(6) The Treasury may by regulations amend the list of matters in subsection (5) by inserting, omitting or amending a description of a matter.

42

The amendments made by paragraphs 40 and 41 have effect for accounting periods beginning on or after the day on which this Act is passed.

Disposal of assets

43

• (1) Section 556 (disposal of assets) is amended as follows.

• (2) In subsection (1)—

• (a) omit the “and” after paragraph (a), and

• (b) after paragraph (b) insert

, and (c) if the company is a member of a UK REIT, the disposal is not to another member of the UK REIT.

• (3) In subsection (3)—

• (a) omit the “and” after paragraph (b), and

• (b) after paragraph (c) insert

, and (d) if the company is a member of a UK REIT, the disposal is not to another member of the UK REIT.

44

The amendments made by paragraph 43 have effect in relation to disposals occurring on or after the day on which this Act is passed.

SCHEDULE 5

1

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2

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3

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4

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5

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6

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7

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8

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9

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10

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11

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12

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13

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14

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15

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16

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17

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18

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19

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20

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21

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22

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SCHEDULE 6

PART 1 — The scheme

1

In ITA 2007, after Part 5 (enterprise investment scheme) insert—