This arrangement ('the arrangement') is made the .................… day of ................ between (1) the Commissioners of Inland Revenue of Somerset House Strand London WC2R 1LB ('the Board') and (2) the companies named in the attached Schedule ('the Schedule').
1) (1) In the arrangement:
'the closing date'-means, in respect of a period of account,
whichever is the later of:
'Filing date' in respect of a company tax return has the meaning
given by FA98/SCH18/PARA14;
'Liabilities'-means the liabilities of the participating
companies to the tax calculated as mentioned in FA98/SCH18/PARA8
(1) that are due and payable under TMA70/S59D (1) or, as the case
may be, are payable or treated as becoming due and payable by those
companies under regulation 4 and regulation 5 (as applicable) of
the Corporation Tax (Instalment Payments) Regulations 1998
(SI1998/3175);
'The [………….] group of
companies'-means the group of which the nominated company is a
member, designated by that or any other name;
'The nominated company' means [………..]
company (designated by that or any other name) which is resident in
the UK and has entered into the arrangement on behalf of itself and
the other participating companies, and any other participating
company which the participating companies and the Board have agreed
shall be the nominated company pursuant to Clause 22 of the
arrangement;
'The participating companies' means all such companies in the
[…………..] group of companies, including the
nominated company and the other companies named in the Schedule, as
from time to time are subject to the arrangement; and
'participating company' means any such company;
'Period of account' means any period not exceeding 12 months
for which the nominated company draws up its accounts, commencing
with the period starting on […………….]
and ending on [……………….];
'Relevant accounting period' means:
'Schedule 18' means FA98/SCH18.
2) Unless the context otherwise requires, in the arrangement
the singular shall import the plural, and vice versa.
3) Subject to the following provisions of the arrangement, the
nominated company shall, in consideration of the obligations of the
Board contained in the arrangement, and the other rights given to
the nominated company under the arrangement, discharge liabilities
of the participating companies arising in respect of relevant
accounting periods attributable to any period of account, in the
manner specified in Clauses 3.1 and 3.2 below.
3.1) Subject to Clause 3.2, the quantum of liabilities to be
discharged by the nominated company shall be determined by the
Corporation Tax Acts and Regulations made under those Acts, and
liabilities shall be discharged by the nominated company on the
dates they would, but for the arrangement, have been discharged by
the participating companies under the Corporation Tax Acts and
Regulations made under those Acts.
3.2) For the purpose of the nominated company's obligations
under the arrangement (but not otherwise), the quantum of
liabilities to be discharged in respect of relevant accounting
periods of the participating companies by the nominated company
under the arrangement shall be deemed not to be affected by any
amendment to a self assessment or any other matter (in relation to
any of the participating companies) occurring after the closing
date.
4.1) Clause 4.2 shall apply where the nominated company has made a payment or payments under the arrangement in respect of relevant accounting periods of the participating companies and subsequently has grounds for believing that by reason of a change of circumstances in any of the participating companies,
4.2) The nominated company may, by notice in writing given to
the Board prior to the closing date for that period of account,
make a claim for repayment of what it considers to be the excess
amount paid, such notice specifying the grounds referred to in
Clause 4.1, and, where more than one payment has been made,
specifying which payment or payments (or part thereof) the
nominated company wishes to be repaid to it. The Board may repay to
the nominated company part or all of the amount claimed by it and
shall specify which payment or payments or part thereof are being
so repaid.
4.3) Where a repayment is made under Clause 4.2, ICTA88/S826,
as modified by regulation 8 of the Corporation Tax (Instalment
Payments) Regulations 1998, shall apply as if:
5) Subject to the following provisions of the arrangement, the Board shall not take any steps prior to the closing date to recover liabilities in respect of relevant accounting periods from the participating companies, but the Board's right to recover liabilities shall not be otherwise affected.
6) The Board shall, after the closing date, give notice in
writing to the nominated company showing the Board's calculation of
the balance of monies payable by the nominated company under the
arrangement in respect of relevant accounting periods (or,
alternatively, any credit balance in the case of overpayment). The
balance of monies thus payable (or any credit balance) shall be
calculated by setting the aggregate of liabilities of the
participating companies in respect of relevant accounting periods
as at the closing date, as shown on their self assessments or
determinations by the Board (as the case may be), against the
aggregate of payments made by the nominated company under the
arrangement in respect of those periods. The Board's calculation
shall (subject to amendment in the event of error on the part of
the Board) be final and conclusive and binding on the nominated
company.
7.1) Any credit balance under Clause 6 above shall form part
of the monies which may be apportioned or re-apportioned under the
following provisions of the arrangement, unless the nominated
company requests repayment within thirty days from the date the
Board gives notice under Clause 6, or by the date the nominated
company gives notice under Clause 8.1 below (if earlier). The
nominated company shall specify, when requesting repayment, which
payment or payments or part thereof it wishes to be repaid to it,
and the Board shall comply with such specification.
7.2) Where a repayment is made under Clause 7.1, ICTA88/S826,
as modified by regulation 8 of the Corporation Tax (Instalment
Payments) Regulations 1998, shall apply as if:
8.1) Subject to Clauses 10.1, 10.2, 12.1, and 12.2 below, the
nominated company shall have the right, exercisable by giving
notice in writing to the Board and in accordance with Clause 8.2,
irrevocably to apportion payments made by the nominated company
under the arrangement, to the extent that they have not been repaid
and have not already been apportioned, to any of the participating
companies.
8.2) The right of the nominated company specified in Clause
8.1 shall be contingent on the Board giving notice under Clause 6
above, and shall be exercisable at any time prior to the Board
giving notice under Clause 9 below.
9) Subject to Clauses 12.1 and 12.2 below, to the extent that
payments remain unapportioned after thirty days from the date the
Board give notice under Clause 6 above, such payments shall be
apportioned by the Board to any of the participating companies. The
Board shall give notice in writing of such apportionments to the
nominated company, which shall have the right, exercisable within a
period of thirty days from the date the Board gives notice under
this clause, to amend the Board's apportionments.
10.1) Subject to Clauses 10.2, 12.1, and 12.2 below, in
circumstances where any liabilities to be discharged by the
nominated company under the arrangement (as calculated in
accordance with Clause 6 above) remain outstanding (either in whole
or in part) the Board shall also have the right, as often as is
necessary to discharge those liabilities, to re-apportion any given
payment or payments made by the nominated company (and apportioned
by the nominated company under Clause 8.1 or by the Board under
Clause 9 above) to any of the participating companies. The Board
shall give notice in writing of such re-apportionments to the
nominated company. Neither the nominated company nor any other
participating company shall have power to amend such
re-apportionments.
10.2) For the purposes of the Board's power of
re-apportionment (and the consequent discharge of liabilities)
specified above:
11) Payments finally apportioned in accordance with Clauses 8 to
10 above, and in accordance with sub-Clause (c) of Clause 14.1.,
and sub-Clauses (a)-(e) of Clause 20.3., shall be deemed for all
purposes of the Corporation Tax Acts and Regulations made under
those Acts (apart from paragraph 18 of Schedule 18) to have been
made by the participating companies in the amounts so apportioned
and on the dates such payments were made by the nominated company.
12.1) For the purposes of the tax-related penalty specified
in paragraph 18 of Schedule 18 (but not otherwise), payments made
by the nominated company under the arrangement in respect of
relevant accounting periods, to the extent they have not been
repaid and have not already been apportioned under Clause 14(c)
below, shall be deemed to be apportioned at the expiry of the time
limit specified in sub-paragraph (2)(a) of the said paragraph 18,
to the participating companies in the following order (such deemed
apportionment not being contingent on the Board giving notice under
Clause 6 above):
12.2) Where there is more than one participating company falling within either or both of sub- Clauses (b) and (c) of Clause 12.1. the Board shall have the right, for the purpose of Clause 12.1, to apportion payments to any individual companies falling within the same category.
13.1) The nominated company shall immediately remove any of the
participating companies (other than the nominated company) from the
arrangement, by giving notice in writing to that effect to the
Board, if such company has ceased to be a member of the
[…………..] group of companies or if, with
respect to a period of account, it has no relevant accounting
period.
13.2) The Board shall have the right, exercisable at any time
prior to the expiry of six months from the closing date, to remove
any of the participating companies (other than the nominated
company) from the arrangement, by giving notice in writing to that
effect to the nominated company if the Board have reason to believe
that such company was not a member of the
[…………] group of companies at the date it
became subject to the arrangement, or if the Board consider that
the nominated company should have removed such company from the
arrangement under Clause 13.1.
14) Removal of any of the participating companies from the
arrangement under Clause 13.1 and 13.2 above shall have the
following effects:
15.1) Subject to Clause 15.2., by agreement in writing between
the Board and the nominated company, any of the participating
companies may be removed from the arrangement.
15.2) As regards any company removed from the arrangement
under Clause 15.1., the effect of such agreement shall be to
terminate the rights and obligations (in relation to such company)
of the parties to the arrangement in respect of any accounting
period of such company for which the date of the first instalment
of Corporation Tax (treated as becoming due and payable by such
company under Regulation 4 and Regulation 5 (as applicable) of the
Corporation Tax (Instalment Payments) Regulations 1998) falls after
the date of the agreement referred to in Clause 15.1, or would fall
after the date of that agreement if the company were a large
company within the meaning of those Regulations.
15.3) Apart from Clause 14 above and this Clause, the
obligations and rights of the parties to the arrangement shall be
unaffected by removal of any of the participating companies from
the arrangement and, subject to any provisions of the arrangement
and of the Corporation Tax Acts and Regulations made under those
Acts to the contrary, any acts done or deemed to be done under the
arrangement shall be unaffected.
16.1) Subject to Clause 16.2, by agreement in writing between
the Board and nominated company, further companies in the
[………….] group of Companies may become
subject to the arrangement.
16.2) As regards a company becoming subject to the
arrangement under Clause 16.1., such agreement shall be effective
in relation to any relevant accounting period of that company if
made before the date on which the first instalment of Corporation
Tax is treated as becoming due and payable by such company for that
period under Regulation 4 and Regulation 5 (as applicable) of the
Corporation Tax (Instalment Payments) Regulations 1998, or would be
treated as becoming due and payable if the company were a large
company within the meaning of those Regulations.
17.1) Where during a period of account a company or companies
have become subject to the arrangement and/or have been removed
from the arrangement, the nominated company shall provide the Board
with a list of the participating companies in relation to that
period of account.
17.2) The nominated company shall notify the Board in writing
of any intention to draw up accounts to a date other than a date to
which it drew up accounts in the previous calendar year.
18.1) Either the nominated company or the Board may at any time
terminate the arrangement by giving notice in writing to that
effect to the other party.
18.2) The effect of termination of the arrangement under
Clause 18.1. shall be to terminate the rights and obligations of
the parties to the arrangement in relation to relevant accounting
periods in respect of which the dates of the first instalments of
Corporation Tax (treated as becoming due and payable under
Regulation 4 and Regulation 5 (as applicable) of the Corporation
Tax (Instalment Payments) Regulations 1998) fall after the date
notice is given under Clause 18.1 or, in the case of any companies
that are not large companies within the meaning of those
Regulations, would fall after that date if the companies were large
companies.
19) Without prejudice to the Board's right of termination under Clause 18.1, the Board shall also have the right forthwith to terminate the arrangement by giving notice in writing to the nominated company under the following circumstances:
20.1) The provisions specified in Clauses 20.2. to 20.4. shall
survive termination of the arrangement under Clause 19.
20.2) Subject to any provisions of the arrangement and of the
Corporation Tax Acts and Regulations made under those Acts to the
contrary, any acts done or deemed to be done under the arrangement
shall be unaffected by its termination under Clause 19.
20.3) With respect to payments made under the arrangement
which have not been repaid and which have not already been
apportioned (or have not already been deemed to be apportioned) at
the date notice is given under Clause 19 above, the following
provisions shall apply, sub-clauses (a) to (d) being subject to
sub-clause (f), and sub-clause (d) also being subject to sub-clause
(e):
20.4) The Board shall be obliged to consider any claims made to it under Clause 4.2. above if such claims were made prior to the date notice was given under Clause 19 above.
21) All payments to be made by the nominated company under the
arrangement shall be made by electronic funds transfer.
22) By agreement between the participating companies and the
Board another participating company may become the nominated
company in place of [……………] company
or any successor nominated company.
23) The arrangement shall be governed and construed in
accordance with English Law.
| Signed for and on behalf of the nominated company by | Signed for and on behalf of the Commissioners of the Inland Revenue by |
| Name......……………………… | Name......……………………… |
| Print name.……………………. | Print name.……………………. |
| Director..……………………….. | Title of post...………………….. |
