What does section 823 of the Corporation Tax Act 2009 define?

Section 823 provides definitions of key terms used in the European cross-border merger provisions of sections 821 and 822. It defines 'relevant state,' 'transferor,' 'transferee,' 'company,' 'co-operative society,' and 'transparent entity' to ensure these provisions operate correctly when intangible fixed assets are transferred in cross-border mergers under United Kingdom corporation tax law.

Who is the transferor and transferee in a European cross-border merger under section 823?

The transferor is each merging company or co-operative society that transfers its assets and liabilities. The transferee is the resulting entity — a European Company (SE), European Co-operative Society (SCE), or receiving company — to which those assets and liabilities pass. The identity depends on the specific type of merger involved.

What counts as a company or co-operative society for the purposes of section 823?

A 'company' includes any entity listed in Part A of Annex I to the EU Mergers Directive, covering a wide range of corporate forms across member states. A 'co-operative society' means one registered under the Co-operative and Community Benefit Societies Act 2014 or a similar society governed by the law of an EU member state.

What is a relevant state and a transparent entity under section 823 CTA 2009?

A 'relevant state' means the United Kingdom or an EU member state. A 'transparent entity' takes its meaning from section 820(4), relating to European cross-border transfers of business, and refers to fiscally transparent entities whose income and gains are taxed on their members rather than on the entity itself.

Corporation Tax Act 2009 section 823

Interpretation of sections 821 and 822

Section 823 provides the definitions of key terms used in the European cross-border merger provisions of sections 821 and 822.

A "relevant state" means the United Kingdom or an EU member state
The "transferor" is the merging company or co-operative society that transfers its assets and liabilities, and the "transferee" is the resulting entity (SE, SCE, or receiving company) to which those assets and liabilities pass
References to a "company" include any entity listed in Part A of Annex I to the EU Mergers Directive, and a "co-operative society" means one registered under the Co-operative and Community Benefit Societies Act 2014 or equivalent legislation of a member state
A "transparent entity" takes its meaning from section 820(4), which deals with European cross-border transfers of business

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