Finance Act 2014

• (a) A is an individual who controls, or has significant influence over, a body corporate or a partnership (“B”) that carries on a business as a promoter, and

• (b) A meets the personal condition or the corporate condition.

• (2) The personal condition is that, at any time after A first controlled or had significant influence over B—

• (a) A was subject to a disqualification order or disqualification undertaking under the Company Directors Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)),

• (b) A was bankrupt, or A's estate had been sequestrated under the Bankruptcy (Scotland) Act 2016,

• (c) A was the subject of an individual voluntary arrangement under Part 8 of the Insolvency Act 1986,

• (d) A's estate was subject to a protected trust deed (see section 163 of the Bankruptcy (Scotland) Act 2016),

• (e) A was subject to a bankruptcy restrictions order or an interim bankruptcy restrictions order,

• (f) A was subject to a debt relief order, or

• (g) A was subject to a debt relief restrictions order or interim debt relief restrictions order.

• (3) The corporate condition is that at any time A controlled, or had significant influence over, a person (other than B) that carried on business as a promotor that was—

• (a) a body corporate or a partnership that was dissolved or became insolvent,

• (b) a body corporate that became dormant,

• (c) a company formed and registered under the Companies Act 2006 (see section 1 of that Act) that made an application under section 1003 of that Act to strike the company's name off the register, or

• (d) a company formed and registered under that Act in respect of which the registrar (within the meaning of that Act) has published a notice under section 1000(3) or 1001(1) of that Act, if two months have passed since the publication of that notice.

• (4) For the purposes of this paragraph, the circumstances in which a body corporate or partnership becomes insolvent include—

• (a) if a company voluntary arrangement takes effect under Part 1 of the Insolvency Act 1986,

• (b) if an administration application (within the meaning of Schedule B1 to that Act) is made or a receiver or manager, or an administrative receiver, is appointed,

• (c) on the commencement of a creditor's voluntary winding up (within the meaning of Part 4 of that Act) or a winding up by the court under Chapter 6 of that Part,

• (d) if a compromise or arrangement takes effect under Part 26 of the Companies Act 2006,

• (e) if a bank insolvency order takes effect under Part 2 of the Banking Act 2009,

• (f) if a bank administration order takes effect under Part 3 of that Act, or

• (g) on the occurrence of any corresponding circumstances which have effect under or as a result of the law of Scotland or Northern Ireland or a country or territory outside the United Kingdom.

• (5) For the purposes of this paragraph, a body corporate is dormant if—

• (a) in the case of a body corporate incorporated in the United Kingdom, it is dormant within the meaning given by section 1169 of the Companies Act 2006, or

• (b) in any other case, it would be dormant within the meaning of that section if the body corporate were incorporated in the United Kingdom.

• (6) Sub-paragraphs (5) to (11) of paragraph 13A of Schedule 34 (meaning of “control” and “significant influence”) apply to this paragraph as they apply to Part 2 of that Schedule.

• (7) In this paragraph—

• “bankruptcy restrictions order” or “interim bankruptcy restrictions order” means such an order (or as the case may be, undertaking) under—Schedule 4A to the Insolvency Act 1986,Schedule 2A to the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), orPart 13 of the Bankruptcy (Scotland) Act 2016 (asp 21);

• “debt relief order” means such an order under—Part 7A of the Insolvency Act 1986, orPart 7A of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19));

• “debt relief restrictions order” or “interim debt relief restrictions order” means such an order (or as the case may be, undertaking) under—Schedule 4ZB to the Insolvency Act 1986, orSchedule 2ZB to the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)).

Transfer of promotion business

5

• (1) A falls within this case if—

• (a) there has been a relevant transfer to A, or

• (b) there has been a relevant transfer to a body corporate or partnership that A controls, or has significant influence over.

• (2) For the purposes of sub-paragraph (1) “relevant transfer” means a transfer of—

• (a) the whole of the business of a person carrying on business as a promoter;

• (b) any part of such a business that relates to the promotion of relevant arrangements or relevant proposals;

• (c) property, rights or liabilities of such a business that are connected with the promotion of relevant arrangements or relevant proposals.

• (3) In sub-paragraph (2) “transfer” means any transfer in substance (whether or not the transfer is formal or for consideration, and whether or not the transfer is direct).

• (4) Sub-paragraphs (5) to (11) of paragraph 13A of Schedule 34 (meaning of “control” and “significant influence”) apply to this paragraph as they apply to Part 2 of that Schedule.

277A

• (1) A person who, without reasonable excuse, fails to comply with a duty imposed under section 236B(1) is guilty of an offence.

• (2) The recipient of a stop notice (“R”) is guilty of an offence if—

• (a) R fails, without reasonable excuse, to comply with a duty imposed under section 236B(3)(a), (4)(a) or (5)(a) to give a copy of the notice to another person (“P”),

• (b) P subsequently fails to comply with a duty imposed under section 236B(1) in relation to the notice, and

• (c) at the time of P’s failure the stop notice continues to have effect in relation to R.

• (3) For the purposes of this section—

• (a) an insufficiency of funds is not a reasonable excuse unless attributable to events outside the person's control,

• (b) if the person relies on any other person to do anything, that is not a reasonable excuse unless the first person took reasonable care to avoid the failure,

• (c) if the person had a reasonable excuse for the failure but the excuse has ceased, the person is to be treated as having continued to have the excuse if the failure is remedied without unreasonable delay after the excuse ceased, and

• (d) reliance on legal advice is to be taken automatically not to constitute a reasonable excuse where the person is a monitored promoter if either—

• (i) the advice was not based on a full and accurate description of the facts, or

• (ii) the conclusions in the advice that the person relied on were unreasonable.

277B

• (1) If an offence under section 277A is committed by a body corporate or a partnership and—

• (a) is committed with the consent or connivance of a relevant person in relation to the body or partnership, or

• (b) is attributable to neglect on the part of such a person,

the person (as well as the body or partnership) commits the offence and is liable to be proceeded against and punished accordingly.

• (2) A “relevant person” is—

• (a) in relation to a body corporate other than one whose affairs are managed by its members—

• (i) a director, manager, secretary or other similar officer of the body, or a person purporting to act in such a capacity, or

• (ii) a shadow director within the meaning of section 251 of the Companies Act 2006;

• (b) in relation to a limited liability partnership or other body corporate whose affairs are managed by its members—

• (i) a member who exercises functions of management with respect to it, or a person purporting to act in such a capacity, or

• (ii) in the case of a limited liability partnership, a shadow member within the meaning of regulation 2 of the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090);

• (c) in relation to a partnership, a partner or a person purporting to act in such a capacity.

Representations about a notice

Duty to give conduct notice: defeat of promoted arrangements

Duration of conduct notice

Notification of determination under section 245

Report on administration of the Scottish rate of income tax

Interpretation