Section 371VE | Cell companies etc

(1)This Part applies in relation to unincorporated cells and incorporated cells as if they were non-UK resident companies.

(2)An “unincorporated cell” is an identifiable part (by whatever name known) of a non-UK resident company which meets the following condition.

(3)The condition is that, under the law under which the non-UK resident company is incorporated or formed, under the articles of association or other document regulating the non-UK resident company or under any arrangement entered into by or in relation to the non-UK resident company—

(a)assets and liabilities of the non-UK resident company may be wholly or mainly allocated to the part of the company in question,

(b)liabilities so allocated are to be met wholly or mainly out of assets so allocated, and

(c)there are members of the non-UK resident company who have rights in relation to the company's assets which cover only or mainly assets so allocated.

(4)Subsection (1) does not affect the status of the non-UK resident company mentioned in subsection (2) as a company for the purposes of this Part; but its assets and liabilities are to be apportioned between it and the unincorporated cell (and any other unincorporated cells which are part of the company) on a just and reasonable basis.

(5)An “incorporated cell” is an entity (by whatever name known) established under the articles of association or other document regulating a non-UK resident company—

(a)which, under the law under which the non-UK resident company is incorporated or formed, has a legal personality distinct from that of the non-UK resident company, but

(b)which is not itself a company (ignoring this section).

(6)Subsection (1) does not affect the status of the non-UK resident company mentioned in subsection (5) as a company for the purposes of this Part.

(7)The Treasury may by regulations provide for this Part to apply in relation to—

(a)parts of companies falling within specified descriptions, or

(b)other entities falling within specified descriptions which are not themselves companies (ignoring this section),

as if they were non-UK resident companies.

(8)Regulations under subsection (7) may add to, repeal or otherwise amend subsections (1) to (6).