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HMRC internal manual

Corporate Finance Manual

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HM Revenue & Customs
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Other tax rules on corporate finance: securitisation: periods beginning on or after 1 January 2007: the regulations: meaning of a ‘securitisation company’

What is a securitisation company under the regulations?

Regulation 4 defines a securitisation company as one of five types of company. The descriptions of such companies are based on those used in FA05/S83 in relation to the companies to which UK GAAP may continue to apply (CFM72210), but the detailed qualifying characteristics for each type are not wholly the same as those in FA05/S83.

The five categories are

  • a note-issuing company (Regulation 5)
  • an asset-holding company (Regulation 6)
  • an intermediate borrowing company (Regulation 7)
  • a warehouse company (Regulation 8)
  • a commercial paper funded company (Regulation 9).

Securitisations are frequently structured through a chain of companies. The key company in the securitisation tax regime is the ‘note issuing company’, that is, the company that issues the securities to the investors as part of the capital market arrangement. The other four companies are companies that are involved in some other way in the capital market arrangement.

In simple securitisation structures, the note issuing company and the asset holding company may be the same company, and there may not be an ‘intermediate borrowing company’, a ‘warehouse company’, or ‘commercial paper funded company’.

Retained profit

A securitisation company, as defined above, must have provision for a retained profit (Regulation 4(3)). Regulation 10 sets out the definition of ‘retained profit’ (CFM72480). The requirement to have a retained profit means that there must be provision for a retained profit under the documentation for the related capital market arrangement.