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HMRC internal manual

International Manual

HM Revenue & Customs
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Controlled Foreign Companies: Apportionment of a CFC’s Chargeable Profits and Creditable Tax: Introduction

This chapter contains the rules for apportioning a CFC’s chargeable profits and credible tax, for an accounting period, among the relevant persons for the purposes of step 3 in TIOPA10/S371BC(1) (see INTM194400) which is the section that sets out the steps for determining the CFC charge on potentially chargeable companies. The CFC charge only applies to a CFC in an accounting period if the CFC has chargeable profits that have passed through the CFC charge gateway (see Chapters 3 to 8) and none of the exemptions set out in Chapters 10 to 14 apply. Step 3 requires the chargeable profits and the creditable tax to be apportioned amongst the “relevant persons”. The relevant persons are those who have a “relevant interest in the CFC at any time during the accounting period. The residence of the “relevant persons” is not restricted to the UK (see INTM227000 to show how Chapter 15 defines relevant interests and relevant persons.)

The apportionment of chargeable profits and creditable tax may result in amounts being apportioned to both individuals and companies and to non-UK residents as well as UK residents. However, the CFC charge is imposed only on companies that are resident in the UK. Unless an exclusion applies, such a company will be subject to a CFC charge where its relevant interest together with the relevant interests of persons connected or associated with it represents at least 25% of the CFC’s chargeable profits (See INTM194500.)

The CFC charge under Part 9A of TIOPA2010 is to a sum equal to corporation tax at the appropriate rate (see below) on the chargeable profits apportioned to the chargeable company less any creditable tax included in the apportionment (see step 5 in INTM194400. )

Detailed rules - Interpretation

TIOPA10/S371QB contains provisions about the interpretation of the rules for the purposes of Chapter 17. TIOPA10/S371QB(2) applies the interpretation provisions contained in section TIOPA10/S371OB in Chapter 15 to Chapter 17 in the same way, which defines what is meant by a relevant interest in a CFC. TIOPA10/371OB also deals with direct and indirect interests and interests held in a CFC via an open-ended investment company or a trust or otherwise held in a fiduciary or representative capacity (see INTM227000.)

TIOPA10/S371QB(3) and (4) define “ordinary shares” for the purpose of applying the basic apportionment rule set out in TIOPA10/371QC and TIOPA10/371QD. “Ordinary shares” means shares of a single class (however they are described) which is the only class of “share” issued by that CFC. The term “share” includes a fraction of a share. Shares issued by a CFC are not to be taken to be of a single class if they are paid up to different amounts.

TIOPA10/S371QB(5) defines when a person ‘indirectly’ holds ordinary shares in a CFC. This occurs when the person directly holds shares in a company “share-linked” to the CFC. The expression “share-linked” essentially means the holding of ordinary shares in the CFC via a chain of companies. The companies in the chain between the relevant persons and the CFC are the “intermediate interest” holders, defined in TIOPA10/S371QC(6).