Entity classification

It is necessary to characterise overseas entities as with transparent or opaque for UK tax purposes, as this will determine how they (and their members and potentially other persons connected with them) are taxed.

UK case law and HMRC interpretation

UK legislation provides little guidance on whether an overseas entity is to be treated as transparent or opaque for UK tax purposes. However, there have been a number of key cases that have considered the treatment of specific overseas entities. In response to this case law, HMRC has published guidance on the factors to be considered when classifying a foreign entity for UK tax purposes. HMRC has also published a non-definitive list of entities which it considers to be either opaque or transparent.

For an explanation of the relevant case law and HMRC’s views on entity classification, see:

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Practice Note: Entity classification case law and HMRC's interpretation—which 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

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