CTM41305 - Particular bodies: unincorporated associations: definition

The definition in CTA10/S1121 states that ‘company’ means, subject to some minor qualifications, ‘any body corporate or unincorporated association but does not include a partnership, a local authority or a local authority association’.

The term ‘unincorporated association’ is not defined in the Taxes Acts though it has a long history.  The provision brings within the scope of Corporation Tax unincorporated organisations of all kinds that have some recognisable existence usually reflecting rules and obligations.  The characteristics of an unincorporated association have emerged primarily from case law as follows.

An unincorporated association:

  • is not a legal entity,
  • is an organisation of persons or bodies (more than one) with an identifiable membership (possibly changing),
  • has a membership who are bound together for a common purpose by an identifiable constitution or rules (which may be written or oral),
  • is an organisation where the form of association is not one which is recognised in law as being something else (for example, an incorporated body or a partnership), and
  • must have an existence distinct from those persons who would be regarded as its members.

The tie between the persons need not be a legally enforceable contract.

Whether an organisation is an unincorporated association is a question of fact and will depend upon a consideration of all the relevant circumstances.  It cannot be determined simply by looking at what the organisation calls itself or the form of its rules.

There is no reason why an unincorporated body should not have trading or business objects, or carry on significant commercial activities, notwithstanding the 'inference' Lawton LJ drew in the case of Conservative and Unionist Association v Burrell (1981) 55 TC 671.  That is a practical description rather than an authoritative definition.  Historically, before the development of the companies acts, many businesses were unincorporated companies or associations whose assets were held under deed of settlement.