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HMRC internal manual

Company Taxation Manual

Particular bodies: unincorporated associations: trustees

Even if, which is doubtful, the trustees of a particular trust could be said to form an association, that would simply be the result of and incidental to their compliance with the trustee functions. It would not be correct to say that the trustees were carrying out those functions as an association rather than as trustees. The profits would still accrue to them in a fiduciary or representative capacity for the purposes of CTA09/S6 (formerly ICTA88/S8 (2)).

On the other hand, an unincorporated association that has income arising from assets may well vest legal ownership in trustees.  Clubs with substantial assets often do this to overcome any problems with lack of legal personality. In this case the club is chargeable to CT with allowance for any IT that may have been deducted by the trustees.

Deed of settlement companies

The approach of vesting legal ownership of assets in trustees in conjunction with an unincorporated association with members’ shares (known as ‘deed of settlement companies’) was used in Georgian and Regency times to avoid the consequences of the Bubble Act of 1720, which was not repealed until 1825. This provided:

All undertakings … presuming to act as a corporate body … raising … transferrable stock … transferring … shares in such stock …, either by Act of Parliament or any charter from the Crown, … and acting under any charter … for raising a capital stock … not intended … by such charter … and all acting … under any obsolete charter … for ever be deemed illegal and void.

Incorporation under the Companies Acts originated in the registration of the deeds of settlement of these companies under the Joint Stock Companies Act 1844.  Limited liability followed in the Limited Liability Act 1855 and registration in recognisably modern form in the consolidating Joint Stock Companies Act 1856 (‘Table A’ etc), which also introduced the word “Ltd”.