Robert Langston

This Practice Note looks at the reasons for carrying out a demerger, introduces the different demerger mechanisms, and summarises the tax issues associated with each route. It also describes some typical steps that may be taken as part of a pre-demerger restructuring. This Practice Note was produced in partnership with Robert Langston of Saffery Champness and Zoe Feller of Bird & Bird.

This Practice Note explains the key anti-avoidance rules applying in the UK to dual resident investing companies (DRICs), and also discusses what constitutes a DRIC for UK tax purposes.

This Practice Note explains the circumstances in which overseas entities are classified as either transparent or opaque for UK tax purposes by reference to the applicable case law (eg Dreyfus, Ryall v The DuBois Company, Memec and Anson) and HMRC’s interpretation and views on entity classification. Produced in partnership with Robert Langston of Saffery Champness.

This Practice Note explains the concept of ordinary share capital and how it is defined for UK tax purposes, including in relation to overseas entities. The key UK tax reliefs that depend on the existence of ordinary share capital are also described.

An overseas entity may be characterised for UK tax purposes as transparent or opaque. This Practice Note explains how this classification will affect how the entity, and its members, are taxed in the UK. The taxation of distributions from opaque overseas entities is considered, as well as considerations such as hybrid entities, permanent establishments, double tax treaty relief, and certain anti-avoidance rules.

This Checklist is for use when determining whether an overseas entity will be treated as transparent or opaque for UK tax purposes.