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HMRC internal manual

Company Taxation Manual

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HM Revenue & Customs
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Groups: group relief: direct arrangements

CTA10/S154

‘Direct’ arrangements (CTM80175) exist where a transaction is intended under which the situation of a company would be so altered as to bring CTA10/S154 into operation.  This is in contrast to a transaction provided for by rights conferred on one or other of parties by some prior ‘enabling’ arrangements (for example in the Articles of Association or option arrangements; see CTM80185).  The most frequent example of ‘direct’ arrangements is where a subsidiary is sold from one group to another for reasons that would not necessarily be connected with the availability of group relief.

It is a question of fact at what stage ‘direct’ arrangements come into existence.  This will usually be the stage at which there is agreement in principle between the parties that the transaction will proceed even though such agreement is still subject to contract and not finally binding on either party. In any case of difficulty you will usually need to have:

  • a full account of the course of negotiations together with,
  • copies of relevant correspondence.

Do not overlook that arrangements within the meaning of the legislation may come into existence at a date earlier than that on which agreement in principle is reached.  For example, during the negotiations, one party may give a formal or informal option to another to complete the transaction on certain specified terms.  This could constitute arrangements of an ‘enabling’ character.

‘Direct’ arrangements is not a term defined in the legislation, and is for identification purposes only.