MTAR10200 - Scope and requirement to register: groups and complex business structures
The principles
Mandatory tax adviser registration has been introduced to raise standards in the tax advice market, requiring registration with HMRC where advice is provided by way of business by an adviser to a third party. Registration is not required where a true third-party commercial relationship does not exist, which is the main principle underpinning this guidance.
Tax advisers are not required to register where tax advice activity is carried out in-house in relation to an organisation’s own tax affairs. In addition to the exemption for an in-house team interacting with HMRC in relation to its own organisation’s tax affairs, registration is not required where the adviser interacts with HMRC in relation to a client which is a group undertaking in relation to the adviser.
‘Group undertaking’ takes its meaning from the Companies Act 2006, requiring control through, for example, the exercise of dominant influence, voting rights, or the ability to appoint or remove a majority of board members.
There are instances where one person provides tax services to another person, and where the activities between the two are similar in nature to those between a tax adviser and its group undertakings. In most of these cases, it is not intended that the registration requirement should apply because there is no genuine third‑party advisory relationship of the type the legislation is directed at. This could be due to, for example:
- the adviser having a stake in the third party (e.g. via a joint venture)
- a third-party relationship being created to meet legal or regulatory requirements
- the client was previously a group undertaking of the firm that is the tax adviser (e.g. following disposal)
- a fund manager or investment adviser providing tax related services to fund entities.
This section of the manual sets out examples of how HMRC considers common organisational structures will be treated for the purposes of registration. These examples are non-exhaustive. It is expected that, in time, the powers in the Finance Act 2026 will be used to set out specific exemptions in Schedule 20 for the types of structures in this guidance. This guidance is therefore transitional in that it is intended to help firms understand the type of scenarios where HMRC accept registration is not required, pending changes to Schedule 20.
In some cases, the tax adviser in these types of structure will be part of a firm that carries on regulated activities, and a result is within the tranche of advisers not required to register until 1 April 2027, as set out in guidance.
The application of the principles
Joint ventures
An organisation will be exempt from the requirement to register where an in-house tax team provides tax advice to a joint venture (JV) in which the organisation participates.
Scenario 1
An in-house tax team is part of an organisation which deals with tax for a JV where the organisation is more than 50% owners of the JV.
Tax advice activity between the in-house tax team and the JV is treated as exempt from the registration requirement under the group undertaking exemption.
Scenario 2
An in-house tax team is part of an organisation (A) which deals with tax for a JV in which the organisation owns 50% or less of the JV, with the remaining portion owned by single investor (B). An agreement is in place for A to manage the tax affairs of the JV
The group undertaking exemption cannot apply as the JV is either deadlocked or A owns less than 50%. Despite A not having a majority interest in the JV, HMRC accepts that the relationship between the tax adviser and the JV is akin to that between a tax adviser and a group undertaking. HMRC does not consider that A is required to register because of the tax services its in-house team is providing to the JV.
Scenario 3
A JV is set up as a partnership (whether a general partnership, limited partnership or LLP) where parties share profits, losses, and management responsibilities. The partners, as well as sharing in profits/losses of the partnership, share management responsibilities. One partner (A) provides tax advice to another partner (B) in relation to the partnership’s tax affairs and interacts with HMRC on their behalf. HMRC accepts that partner A does not have to register because of the services it is providing to partner B and the partnership, as the relationship between tax adviser (A) and partner B in relation to partnership matters is similar in nature to the relationship between a tax adviser and its group undertakings.
Scenario 4
A significant UK group has its own in-house tax team. The UK group is held privately by two or more shareholders, none of which control the UK Group. Those shareholders have other investments in the UK. The in-house tax team provides tax services to one or more of its shareholders in respect of certain investments held by its shareholders. Although those investments are not themselves part of the UK Group, HMRC accepts that the relationship between the in-house tax team and each shareholder in respect of their other UK investments is similar in nature to that between a tax adviser and its group undertakings (given it derives from the ownership relationship rather than being a genuine third-party commercial engagement) and so the in-house tax team is not required to register.
Sold post-sale tax services to former group undertakings
Scenario 5
Group A sells part of its group (consisting of one or more companies) to an unrelated buyer, Group B. The in-house tax team of Group A provides tax services to Group B relating to the companies that were sold to Group B in relation to accounting periods prior to the change in ownership. Although the services provided by Group A to Group B relate to companies that are no longer group undertakings, HMRC accepts that Group A is not required to register because those services concern pre-sale matters (which relate to a period in which the group undertaking exemption applied).
Scenario 6
As Scenario 5, but as a result of the sale, Group B acquires the company that employs Group A’s in-house tax team. Group B agrees, as part of the sale arrangements, the former Group A tax team will provide continued services to Group A for a time-limited period, pending Group A finding an alternative provider/recruiting a new team. In such circumstances HMRC accepts that Group B would not be required to register as they are providing services to a former group undertaking for a transitional period only.
Scenario 7
Investors A and B have established a JV in which each hold a 50% interest (and so the JV is deadlocked). Investor A provides various fund management services to the JV including managing tax filings, although the JV is not a group undertaking. Investor A is not registered. Investor A decides to exit the JV, but given its knowledge of the JV’s business, it continues to provide the same services to the JV, although it no longer has an interest in it, pending the JV (and its now investors) finding an alternative supplier of such services.
Scenario 8
Group A sells part of its business to an unrelated buyer, Company B. Group A’s in-house tax team provides tax services under contract to Company B relating to the sold business for a period of time whilst that business transitions to the Company B’s own tax systems and processes.
Although the sold business is no longer part of Group A, HMRC accepts that the provision of services by Company A for a time-limited period in these circumstances would not require Group A to register.
Partnerships
Scenario 9
A partnership, by definition, will involve two or more
partners carrying on a business together. It can often be the case that one
partner (A) (for example, in the case of a limited partnership, the general
partner) has responsibility for the tax affairs of the partnership. As the
partnership is not a taxable person (in that it is the partners, not the
partnership, that is liable for tax on partnership profits) in looking after
the tax affairs of the partnership, partner A could be said to be providing tax
services to the other partners. HMRC accepts that where the tax services
provided by partner A concern the tax affairs of the partnership only, partner
A is not providing tax services to the other partner as its services are
similar to in-house advice. Partner A would not have to register because of
those services. This would also be the
case where a partnership is used as a joint venture vehicle.
Tax work for ‘in-house’ compliance purposes
Scenario 10
An Architect LLP provides architecture & interior design services. It has an in-house team which deals with the partnership’s accounts as well as preparing and submitting the partnership’s tax return and dealing with HMRC queries. The same team files personal tax returns for all the LLP members. This would be treated as part of the wider in-house tax services, meaning there is no requirement to register.
Scenario 11
An employer provides tax support for an employees posted on an international assignment, e.g. preparing personal tax returns for internationally mobile individuals who are on secondment in the UK from overseas. This would be treated as part of the wider in-house tax services, meaning there is no requirement to register.
Professional services networks
A professional services network is set up where independent entities (companies or partnerships) form part of the same network but do not form a group undertaking due to legal or regulatory requirements. A tax team based in one entity has an agreement to provide tax advice to other third-party entities in the network. The underlying activity between one professional services network entity and another is seen as similar as that between a tax adviser and its group undertakings and does not lead to a requirement to register.
Investment structures
Scenario 12
An investment manager provides management services to a fund structure. The fund itself is comprised of a number of different entities (fund entities) and the fund invests directly and indirectly in a number of different entities (investee entities). The fund manager or investment adviser has an in-house tax team (which may be operating in another group undertaking) which provides services to the fund entities, investee entities and investors in the fund. These tax related services are part of the wider fund management mandate.
Tax advice provided between a fund manager/investment adviser and fund entities, investee entities or investors in this scenario would be treated as in-house activity and exempt from the registration requirement. The exemption would also apply if the tax services were provided by an in-house tax team located in another entity within the wider fund management business of which the fund manager is a part.
Scenario 13
An organisation sets up an orphan special purpose company (SPV) for a particular transaction, in order to isolate assets and manage liabilities and risks from the rest of the group.
The in-house tax team of one entity in the organisation (which may be the parent or another entity with the relevant people/resource function) carries out tax activity for the SPV (for example, preparing and filing tax returns).
The tax services provided by the organisation, effectively an originator or sponsor of the SPV, are similar to those carried out by a parents in-house tax team for a group undertaking and so HMRC accepts that there is no requirement for the organisation to register in respect of the provision of such services.
Treatment of businesses in non-group structures relying on this manual
During Public Bill Committee, the Exchequer Secretary to the Treasury said:
HMRC will always work with a tax adviser who is genuinely trying to comply, will never suspend a tax adviser when doing so would be unreasonable or disproportionate” HC (3 Feb 2026) vol. 270 col. 230.
HMRC will take
the same approach to organisations providing services to entities within a
non-group structure that is acting in good faith and relying on HMRC
guidance to form a view of whether or not they should register.
Where an organisation, acting in good faith, relies on this guidance to determine that they
should not register, HMRC will treat that organisationas compliant with the
obligations in FA 2026 and so will not apply sanctions or penalties to that organisation
for a failure to comply.
This applies even where it is later clarified
that the organisation should have registered. At that point, HMRC would work
with and support the organisation to comply with its obligation to register within
a reasonable timeframe.