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HMRC internal manual

International Manual

Company residence: non-UK incorporated companies - cessation of business or liquidation


A company resident in but not incorporated in the UK is regarded as continuing to be resident in the UK even though its central management and control may no longer be here where it

  • ceases to carry on business


  • goes into liquidation

If the company ceases to carry on business it will remain resident unless and until it starts business again and its central management and control is then outside the UK.

If the company goes into liquidation it remains resident until it ceases to exist.

The effect of this legislation is to prevent the charge to capital gains on migration of a company - TGCA92/S185 - from applying. As the company remains resident a charge on capital gains will arise in the normal course of the disposal of its assets.