V2.113 Bodies corporate

A company is an association of individuals formed for some common purpose. Where such an association is incorporated (that is, it is a body corporate with perpetual succession) it is a legal person separate and distinct from the individual members of the company. Thus, if A and B are the members of AB Ltd, there are three legal persons: A, B and AB Ltd. An unincorporated company is not a legal person, and is not in law distinguishable from its members1. In this paragraph the terms 'body corporate' and 'company' are treated as synonymous, except where the context otherwise requires.

The VAT legislation refers to 'a body corporate'2, and is thus concerned with:


    •     companies registered under the Companies Acts


    •     companies created by Act of Parliament (eg the Port of London Authority), letters patent or Royal Charter (eg the British Broadcasting Corporation)


    •     bodies incorporated under other Acts of Parliament, such as the Building Societies Acts, the Industrial and Provident Societies Acts, the Credit Unions Act and the Further and Higher Education Act


    •     with effect from 6 April 2001, limited liability partnerships registered under the Limited Liability Partnerships Act 2000


    •     European Economic Interest Groupings


    •     with effect from 7 October 2004, Societas Europaea

HMRC also regards Anglican parochial church councils in England as bodies corporate. The status of other church councils is determined on an individual basis3.

Supplies made prior to incorporation of a body corporate

Where a contract purports to be made by a company (or

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