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HMRC internal manual

Company Taxation Manual

Groups & consortia: groups - entitlement to profits or assets available for distribution: returned amounts

This deals with a way of getting round the ‘assets available for distribution’ test in ICTA88/S413 (7)(b) (CTM81040). The interest of the true economic parent is flooded out by the purported tax parent putting equity capital into the subsidiary equal to at least three times the value of the subsidiaries net assets. The subsidiary immediately lends back the amount invested to the purported tax parent.

On a winding-up the purported tax parent would be entitled to the amount of its equity investment, while the true economic parent would be entitled to an amount corresponding to the value of the subsidiaries net assets before the injection of equity was made.

ICTA88/SCH18/PARA3 (4) refers to the amount returned to the equity holder as ‘the returned amount’, and this term is also used in this guidance. ‘The returned amount’ is an amount which:

  • corresponds to the whole, or any part, of new consideration which an equity holder has provided to the subsidiary company for any shares or securities in respect of which he or she is an equity holder,
  • the subsidiary company has applied directly or indirectly in

    • making a loan to the equity holder, or any person connected with him or her, or
    • acquiring of any shares or securities in the equity holder or any person connected with him or her.

In calculating the ‘assets of the subsidiary company available for distribution to its equity holders on a winding-up’ under ICTA88/S413 (7)(b), the ‘returned amount’ is excluded from:

  • the ‘total amount of the assets in the company’ (referred to in CTM81040) by a sum equal to the returned amount, and
  • the amount of assets to which the equity holder is beneficially entitled.