Section 371VE | Cell companies etc ^F1

(1)This Part applies in relation to unincorporated cells and incorporated cells as if they were non-UK resident companies.^F1

(2)An “unincorporated cell” is an identifiable part (by whatever name known) of a non-UK resident company which meets the following condition.^F1

(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—^F1

(a)assets and liabilities of the non-UK resident company may be wholly or mainly allocated to the part of the company in question,^F1

(b)liabilities so allocated are to be met wholly or mainly out of assets so allocated, and^F1

(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.^F1

(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.^F1

(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—^F1

(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^F1

(b)which is not itself a company (ignoring this section).^F1

(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.^F1

(7)The Treasury may by regulations provide for this Part to apply in relation to—^F1

(a)parts of companies falling within specified descriptions, or^F1

(b)other entities falling within specified descriptions which are not themselves companies (ignoring this section),^F1

as if they were non-UK resident companies.

(8)Regulations under subsection (7) may add to, repeal or otherwise amend subsections (1) to (6).^F1