The following Corporation Tax guidance note Produced by Tolley in association with Anne Fairpo provides comprehensive and up to date tax information covering:
The concept of residence is important because corporation tax is chargeable on the worldwide profits of any company that is resident in the UK.
This guidance note outlines when a company will be treated as resident in the UK. There may also be tax consequences when the residence of a company changes.
See the Inbound migration and Outbound migration guidance notes.
A company will be treated as resident in the UK if it is incorporated in the United Kingdom (the ‘statutory test’ ― CTA 2009, s 14) or centrally managed and controlled in the UK (the ‘case law test’). See also the Non-UK companies subject to UK tax guidance note for further commentary on how a non-UK company may be subject to UK tax and the relevant UK filing requirements.
If a company is incorporated in the UK, then it is resident in the UK and it is not necessary to consider where it is centrally managed and controlled. The definition of the ‘United Kingdom’ means Great Britain (England, Wales and Scotland) and Northern Ireland. It does not include the Isle of Man or the Channel Islands.
Companies which are not incorporated in the UK are nonetheless UK resident if their place of central management and control is in the UK.
The phrase ‘central management and control’ came from De Beers Consolidated Mines. Lord Loreburn said “the business is carried on where the central management and control actually abides”. Over the years, many more cases, including those referenced below, have considered company residence and several tests have developed.
See also SP1/90 (setting out HMRC’s view on company residence based on case law) and Simon’s Taxes D4.104.
The meaning of central management and control is primarily a question of fact, ie where it is actually to be found, rather than the place where it ought to be exercised. Influence and wishes are not the same as management and control. This is the test developed in Wood
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