INTM286100 - Foreign Permanent Establishments of UK Companies: anti-diversion rule: “Period of Grace” clearances

This applies for relevant periods beginning before 1 January 2013.

Newly acquired overseas businesses

An overseas or UK group may acquire an unrelated group which contains one, or more, non-UK resident companies. Those non-UK resident companies may subsequently move their central management and control and become UK resident with foreign branch business. In order to provide a non statutory clearance procedure analogous with that of the current CFC regime, HMRC will, on receipt of a satisfactory clearance application, accept that condition B of the motive test in CTA09/S18H is satisfied in the case of newly acquired overseas subsidiaries up to the end of the first full (i.e. 12 months) accounting period following acquisition.

This period of grace clearance will be in line with the principles, subject to the necessary modifications, set out within the current CFC regime (see INTM255360). It should be noted that a ‘period of grace’ clearance will apply only to non-UK resident companies which become UK resident after their acquisition (i.e. by moving their central management and control) and where:

• the non-UK resident company was not previously under UK control and a controlled foreign company; and
• the non-UK resident company’s main business must remain unchanged throughout the relevant period.