Corporation Tax Act 2010 section 155A

Certain arrangements not within sections 154 and 155

Section 155A provides a safeguard for joint venture companies, ensuring that standard protective provisions in their shareholders' agreements do not inadvertently disqualify them from group relief by being treated as "arrangements" under sections 154 and 155.

• Agreements in a joint venture company that provide for share transfers or suspension of voting rights upon specified contingencies (such as insolvency, change of control, or member default) are excluded from the anti-avoidance rules in sections 154 and 155, provided none of those contingencies has actually occurred.
• The qualifying contingencies include a member's voluntary departure, insolvency, serious financial deterioration, change of control, breach of obligations, external threats to the venture's viability, unresolved disagreements, and any similar unforeseen event.
• The exclusion does not apply if any member, acting alone or together with connected persons, could dictate the terms or timing of the share transfer or voting suspension before a contingency occurs — mere joint membership of the venture does not make members "connected" for this purpose.
• A "joint venture company" is defined as a company with two or more member companies carrying on a commercial activity governed by an agreement regulating the members' affairs; a "member" is any holder of shares or securities in that company.