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HMRC internal manual

Business Leasing Manual

HM Revenue & Customs
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Defining long funding leases: commencement and transition: pre-existing heads of agreement: lessee's side, lessor's side and lessee

The term ‘lessee’s side’ is defined in FA06/SCH8/PARA27 to mean

  • the lessee,
  • a person who controls (or is to control) the lessee,
  • any two or more persons who together control (or are to control) the lessee.

The ‘lessor’s side’ is defined in similar terms.

This means that there may be a pre-existing heads of agreement when neither the lessor nor the lessee yet exists.

However, the lessee must be identified precisely as a particular (unique) entity. A description such as ‘a wholly owned subsidiary of …’ does not by itself identify a particular lessee because there could be more than one wholly owned subsidiary.

The lessor does not have to be identified precisely. This means that a lessor group could set up or identify a special purpose vehicle to act as lessor subsequent to the pre-existing heads of agreement.