(c) Briefly outline the corporation tax (CT) issues that Tay Limited should consider when

Question

(c) Briefly outline the corporation tax (CT) issues that Tay Limited should consider when deciding whether to

acquire the shares or the assets of Tagus LDA. You are not required to discuss issues relating to transfer

pricing. (7 marks)

Answer 1

正确答案：
(c) (1) Acquisition of shares
Status
The acquisition of shares in Tagus LDA will add another associated company to the group. This may have an adverse
effect on the rates of corporation tax paid by the two existing group companies, particularly Tay Limited.
Taxation of profits
Profits will be taxed in Portugal. Any profits remitted to the UK as dividends will be taxable as Schedule D Case V income,
but will attract double tax relief. Double tax relief will be available against two types of tax suffered in Portugal. Credit
will be given for any tax withheld on payments from Tagus LDA to Tay Limited and relief will also be available for the
underlying tax as Tay Limited owns at least 10% of the voting power of Tagus LDA. The underlying tax is the tax
attributable to the relevant profits from which the dividend was paid. Double tax relief is given at the lower rate of the
UK tax and the foreign tax (withholding and underlying taxes) suffered.
Losses
As Tagus LDA is a non-UK resident company, losses arising in Tagus LDA cannot be group relieved against profits of the
two UK companies. Similarly, any UK trading losses cannot be used against profits generated by Tagus LDA.
(2) Acquisition of assets
Status
The business of Tagus will be treated as a branch of Tay Limited i.e. an extension of the UK company’s activities. The
number of associated companies will be unaffected.
Taxation of profits
Tay Limited will be treated as having a permanent establishment in Portugal. Profits attributable to the Tagus business
will thus still be taxed in Portugal. In addition, the profits will be taxed in the UK as trading income. Double tax relief
will be available for the tax already suffered in Portugal at the lower of the two rates.
Capital allowances will be available. As the assets in question will not previously have been subject to a claim for UK
capital allowances, there will be no cost restriction and the consideration attributable to each asset will form. the basis
for the capital allowance claim.
Losses
The Tagus trade is part of Tay Limited’s trade, so any losses incurred by the Portuguese trade will automatically be offset
against the trading profits of the UK trade, and vice versa.