Taxes Citation and commencement 1 1 This Order may be cited as the Companies Act 2006 (Consequential Amendments) (Taxes and National Insurance) Order 2009 and comes into force on 1 October 2009. 2 It supplements section 1297 of the Companies Act 2006 (continuity of the law unaffected by repeal and re-enactment by that Act). General 2 1 The Schedule has an index of the amendments articles 3 to 12 make to enactments. 2 Those articles use the following abbreviations. “FA” the Finance Act; “ ICTA ” the Income and Corporation Taxes Act 1988; “ ITTOIA ” the Income Tax (Trading and Other Income) Act 2005; “ TCGA ” the Taxation of Chargeable Gains Act 1992; “ TMA ” the Taxes Management Act 1970; “ VATA ” the Value Added Tax Act 1994. Generic amendments of enactments: references to Companies Act 1985, etc 3 1 In the following enactments, substitute “2006” for “1985”:— a the Lottery Duty Regulations 1993, Schedule 1, Note of interpretation 2 (particulars of registered promoter application); b the Tax Avoidance Schemes (Prescribed Descriptions of Arrangements) Regulations 2006, regulation 9(4)(b) (description: off market terms). 2 Substitute “as defined in section 1(1) of the Companies Act 2006 (c. 46) ” for:— a in ICTA, section 234A(1)(a) (information relating to distributions): everything from “within” to “1986”; b in the Income Tax Act 2007, section 853(3) (deduction of income tax at source: meaning of “deposit-taker”): everything from “within” to “ 1985 (c. 6) ”; c in TCGA, section 170(9)(a) (groups of companies): everything from “within” to “Ireland”. 3 In the following enactments, substitute “any” for “the Companies Act 1985 or any other”:— a the Stamp Duty (Collection and Recovery of Penalties) Regulations 1999, Schedule, Part 2, entry for TMA section 108(2) (responsibility of company officers); b the Stamp Duty Reserve Tax Regulations 1986, Schedule, Part 2, entry for TMA section 108(2) (responsibility of company officers); c TMA, section 108(2) (responsibility of company officers). 4 In FA 2000, section 130(4) (stamp duty: transfers to registered social landlords etc): substitute “2006” for “1985”, and substitute “1” for “735(1)” . 5 In the following enactments, substitute “1” for “735” or “735(1)”, substitute “2006” for “1985”, and omit everything from “or Article” to “1986”:— a FA 2003, section 66(6) (stamp duty land tax: transfers involving public bodies); b the Finance ( No. 2) Act 1992, Schedule 12, paragraph 2(2)(a) (direct taxes: banks etc in compulsory liquidation); c ICTA, Schedule 25, Part 2, paragraph 11B(3) (controlled foreign companies, etc). 6 In ITTOIA, section 755(4), first indent (meaning for “company”) (interest on foreign currency securities etc owned by non-UK residents): substitute “1(1)” for “735(1)(a)”, substitute “ 2006 (c. 46) ” for “ 1985 (c. 6) ”, and omit everything from “or” to “(N.I. 6))”. 7 In the Income Tax (Incentive Payments for Voluntary Electronic Communication of PAYE Returns) Regulations 2003, regulation 4(2B)(a)(iii) (small employers): omit everything from “or section 2” to “2002”. 8 In regulation 4(2B)(a)(iv) of those Regulations: omit “section 1 of”, substitute “2006” for “1985”, and omit everything from “or article 12” to “1986”. 9 In the Social Security (Contributions) Regulations 2001, regulation 1(2), meaning given for “company” : substitute “1” for “735”, substitute “2006” for “1985”, and substitute “that Act” for “the Companies Act 2006” and “those Acts”. Generic amendments of enactments: references about subsidiaries, etc 4 1 In the following enactments, substitute “1159 of and Schedule 6 to” for “736 of”, and substitute “2006” for “1985”:— a the Climate Change Levy (Registration and Miscellaneous Provisions) Regulations 2001, regulation 6(3) (groups), and in this regulation also substitute “those provisions” for “that section”; b FA 1994, section 63(9) (groups: insurance premium tax), and in this section also substitute “those provisions” for “that section”; c FA 1996, section 59(9) (groups: landfill tax), and in this section also substitute “those provisions” for “that section”; d FA 1997, Schedule 1, Part 1, paragraph 8(10)(b) (groups: gaming duty); e FA 2001, Schedule 9, paragraph 8(2)(b) (groups: aggregates levy), and in this paragraph also substitute “c. 46” for “c. 6”; f the Inheritance Tax Act 1984, sections 13(5) (third indent, meaning for “subsidiary”), 103(2) and 234(3)(b) (dispositions by close companies for benefit of employees; miscellaneous reliefs – business property; interest on instalments); g the Income Tax (Earnings and Pensions) Act 2003, section 86(3), second indent (meaning for “subsidiary”) (transport vouchers), and in this section also substitute “c. 46” for “c. 6”; h the Landfill Tax Regulations 1996, regulation 33(9)(a) (credit: bodies concerned with the environment); i TCGA, section 239(7) (disposals to trustees of employee trusts); j VATA, section 43A(2) (groups); k the Value Added Tax (Groups: eligibility) Order 2004, article 3(5)(a) . 2 In FA 2001, Schedule 9, paragraph 8(3): substitute “those provisions” for “section 736 of the Companies Act 1985”. 3 In VATA, section 43A(3): substitute “those provisions” for “that section”. Amendments of enactments for references about accounts, reports, returns, etc 5 1 In ICTA, section 444BC(1) (insurance companies: modification of rules about equalisation reserves for general business, etc): substitute as follows for everything from “paragraph 52” to “1985”— paragraphs 57 to 59 in Section E of Part 2 of Schedule 3 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 . 2 In— a ICTA, section 755B(2)(a) (amendment of return where general insurance business of foreign company accounted for on non-annual basis), and b FA 1998, Schedule 18, Part 10, paragraph 85(1), first indent (company tax returns: non-annual accounting of general insurance business): substitute as follows for everything from “paragraph 52” to “1985”— paragraph 58 in Section E of Part 2 of Schedule 3 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 . 3 In ICTA, section 755B(2)(b): substitute “58” for “52”. 4 In ICTA, section 755B(4): substitute “58 of Schedule 3 to those Regulations” for everything from “52” to “1985”. 6 After FA 2004, Schedule 11, Part 4, paragraph 14 (construction industry scheme: conditions for registration for gross payment): insert as follows— 14A (1) For any part of the qualifying period falling on 1 October 2009 or later, paragraph 12(5) must be understood as referring instead to— a the Companies Act 2006 (c. 46) sections 394, 395, 437 and 441 (accounts); b sections 167(1), 167(2), 276(1) and 276(2) of that Act (changes in director or secretary); c Part 24 of that Act (annual returns); d regulations under Part 34 of that Act (overseas companies) which are about— i registration of particulars, ii accounts, reports or returns, iii trading disclosures. 2 For such part of the qualifying period, paragraph 12(6) must be disregarded and paragraphs 12(7)(a) and 12(8) understood as referring to sub-paragraphs (1) to (5) instead of (1) to (6). . Amendments of enactments for references about shares, capital, securities, etc 7 FA 1986 is amended as follows— a in section 66(1) (stamp duty: company’s purchase of own shares): substitute “690” for “162”, substitute “2006” for “1985”, and omit everything from “or” to “1982”; b in section 66(2): substitute “707” for “169(1) or (1B)”, and omit everything from “or,” to “Order”; c in section 66(3): substitute “such return” for everything from “return” to “1982,”; d in section 90(7A) (stamp duty reserve tax: exceptions): substitute “724” for “162A”, and substitute “2006” for “1985”; e in section 92(1D)(a) (stamp duty reserve tax: repayment or cancellation): substitute “707” for “169(1) or (1B)”, and substitute “2006” for “1985”; f in section 99(10)(b) (stamp duty reserve tax: interpretation): substitute “section 133(3) of the Companies Act 2006 (transactions in shares registered in overseas branch register)” for everything from “paragraph 8” to “(equivalent provision for Northern Ireland)”. 8 In ICTA, Schedule 28A, Part 1, paragraph 5(2)(a) (share premium account): substitute “610” for “130”, and substitute “2006” for “1985”. 9 In TCGA, section 176(3) (depreciatory transactions within a group): substitute “641” for “135”, and substitute “2006” for “1985”. 10 In FA 1996, section 186(2), fifth indent (meaning for “the relevant regulations”) (stamp duty: transfers of securities to members of electronic transfer systems etc): substitute “785” for “207”, and substitute “2006” for “1989”. 11 FA 1999 is amended as follows— a in section 119(3) (stamp duty reserve tax: power to exempt UK depositary interests in foreign securities): substitute “785” for “207”, and substitute “2006” for “1989”; b in Schedule 13, Part 1, paragraph 1(4) (stamp duty: instruments chargeable, etc): substitute “690” for “162”, and substitute “2006” for “1985”; c in Schedule 13, Part 1, paragraph 1(5): substitute “724” for “162A”. Amendments of enactments for references about financial assistance prohibitions exceptions 12 In ITTOIA, section 752(1)(a) (interest under employees’ share schemes): substitute “682(2)(b) of the Companies Act 2006 (c. 46) ” for everything from “153(4)(b)” to “(N.I. 6))”. Frank Roy Tony Cunningham Two of the Lords Commissioners of Her Majesty’s Treasury 14th July 2009