Jisun Choi
Jisun Choi advises a wide range of clients, including multinational corporations in various industries, private equity funds and financial institutions, on international and U.K. corporate tax matters, with a particular transactional focus on mergers and acquisitions and group restructurings, as well as associated financings.
Ms. Choi’s practice involves structuring and advising on the tax aspects of:
• private and public acquisitions and disposals of businesses, including management buyouts, sales of businesses in administration and auction sales
• international group holding structures, including on joint ventures, the use of the U.K. as a holding company jurisdiction, and investment and asset management structures
• group reorganisations and restructurings, including de-mergers of businesses and post-acquisition integration planning
• capital market transactions, including initial and secondary listings of equity and debt instruments, and return of value to shareholders
• banking and derivative transactions, including bank credit facilities and private placement arrangements
In addition, Ms. Choi has significant experience representing clients from the insurance and reinsurance industries and regularly works on insurance-related corporate transactions.
Practice Area
Panel
- Contributing Author
9 Contributions by Jisun Choi
PRACTICE NOTES
UK bank cross-border lending: withholding tax, treaty relief and processes, loan relationship taxation, stamp and VAT, FATCA, bank levies, financial transaction taxes
A UK tax resident bank should weigh the following tax matters when extending credit to an overseas borrower:
local withholding taxes, including:
the lender’s entitlement to double tax treaty (DTT) relief; and
the procedure required to access DTT relief
UK tax treatment of the loan
stamp, transfer, registration and comparable taxes
value added tax (VAT)
the US Foreign Account Tax Compliance Act (FATCA) and analogous regimes worldwide
bank levies
financial transaction taxes
Local withholding tax and a lender’s ability to claim double tax treaty relief
Local withholding tax
A principal tax point for a UK lender financing a non-UK borrower is whether any overseas withholding will cut the interest actually received and, if so, whether that charge can be reduced or removed through local exemptions or DTT relief. Provided the loan has not been arranged so the interest arises from a UK source, UK withholding tax should not come into play; and even if it does, it ought to have little practical impact given the lender’s UK tax residence and...
Tax
PRACTICE NOTES
UK corporate borrowing from overseas lenders: withholding tax (DTT/DTTP, QPP), deductibility (CIR, hybrids, transfer pricing), stamp/SDRT, VAT, FATCA, bank levies, Pillar Two, and forthcoming FA 2026 changes
FORTHCOMING CHANGE relating to UK transfer pricing legislation:
Finance Act 2026 (FA 2026) introduces a suite of revisions to the UK’s transfer pricing regime. Effective for accounting periods commencing on or after 1 January 2026, once enacted, the rules will, among other reforms, disapply UK-to-UK transfer pricing (with limited carve-outs to block tax arbitrage), revise the participation condition, and implement a range of updates to the financial transactions provisions so that UK requirements are closely aligned with the OECD Transfer Pricing Guidelines. In parallel, the government also confirmed at Budget 2025 that it will move ahead with an obligation for in-scope multinationals to submit annual information on cross-border related party dealings for accounting periods beginning on or after 1 January 2027—the detailed regulations for the new ‘International Controlled Transactions Schedule’ (ICTS) are anticipated in spring 2026 in due course. For further detail and background, see Practice Notes: Transfer pricing—the UK legislation and Tax—Finance Act 2026 tracker—progress through Parliament [Archived] and News Analyses: Finance Bill 2026—reform of UK law in relation to transfer pricing, permanent establishment and diverted profits tax and Budget 2025—Tax analysis—International...
Tax
PRACTICE NOTES
UK corporation tax foreign branch (permanent establishment) exemption: structure, election mechanics, scope, anti-diversion (CFC-aligned), and historic loss rules
Purpose of the regime
The aim of the foreign branch exemption is to remove from UK corporation tax the profits generated by a UK-resident company's permanent establishments (PEs) across the globe, worldwide. While the relief applies to the earnings of PEs, it is commonly known and referred to (albeit not strictly correct) as the 'foreign branch exemption', and this is the terminology we have adopted here...
Tax
PRACTICE NOTES
UK corporation tax foreign branch exemption: transitional rules for historic permanent establishment losses (TONA), matching and streaming, anti-avoidance on connected transfers of PE businesses, including large pre-commencement losses
Why are special rules required to deal with historic losses?
As set out in Practice Note: UK taxation of foreign profits in a UK resident company, a company may utilise losses arising in trades carried on through its permanent establishments (PEs) to lessen UK tax on profits in certain circumstances.
However, where a UK company:
incurs losses in another jurisdiction, and
secures relief in that jurisdiction for those losses (for example, relief in a later year, comparable to the UK carry forward of losses)
in the year the relief is taken, the UK credit for foreign tax would be reduced (and so the amount of UK corporation tax would increase) because the credit is computed only by reference to the profits on which foreign tax is actually suffered (see Practice Note: Effect and limits of credit relief). In this way, under the default tax-with-credit system, the UK in effect claws back the advantage of the overseas loss...
Tax
PRACTICE NOTES
UK corporation tax on foreign profits for UK-resident companies: treaty and unilateral credits, limits and unrelieved foreign tax, deduction option, permanent establishment attribution, foreign branch exemption, and loss utilisation
Many UK-resident companies are expected to operate solely within the UK, with their entire customer base and supplier network located here, so that all profits and gains arise from UK activity undertaken domestically within national borders. Nevertheless, this is not universal; for a sizeable proportion of UK companies, overall profits also comprise non-UK amounts earned from activities outside the UK...
Tax
PRACTICE NOTES
UK corporation tax: foreign branch exemption anti-diversion rule—CFC-aligned assumptions and four exemptions (excluded territories, low profits, low profit margin, tax exemption) from 1 January 2013
Foreign branch exemption—anti-diversion after 1 January 2013
This Practice Note deals only with the anti-diversion aspects of the foreign branch exemption that apply to accounting periods beginning on or after 1 January 2013. The scope of that anti-diversion rule is set out in Practice Note: Foreign branch exemption—anti-diversion after 1 January 2013. For material covering the rules that were in force for periods starting before that date, which are now largely of historical interest, refer to Practice Note: Foreign branch exemption—anti-diversion before 1 January 2013 [Archived]. Broadly aligned with, and derived from, the UK’s CFC rules, the anti-diversion rule reflects many of the same concepts and expressions, and it employs many equivalent operational mechanisms. Its purpose is to deny exemption to profits that have been diverted out of the UK, so that those profits are brought within UK corporation tax, with credit available for any foreign tax paid, in the usual manner. For an introduction to the principles that underpin the UK’s CFC regime, see Practice Note: CFC rules—calculating the CFC tax charge...
Tax
PRACTICE NOTES
UK corporation tax: foreign branch exemption anti-diversion rules before 1 January 2013—tests, thresholds, safe harbours and HMRC guidance (archived)
ARCHIVED
This Practice Note has been archived and is no longer maintained. It deals solely with the anti-diversion rule applying to accounting periods beginning before 1 January 2013. For the rule that applies to periods after that date, see: Foreign branch exemption—anti-diversion after 1 January 2013
Purpose of the anti-diversion rule
The foreign branch exemption is constrained by an anti-avoidance measure intended to prevent a UK resident company from diverting profits away from the UK, ie to stop a UK company arranging for profits to arise in a foreign PE (and thus be exempt) rather than in the UK (where they would be taxable). This is known as the anti-diversion rule. The foreign branch exemption was introduced, alongside interim enhancements to the CFC regime, by Schedule 13 to the Finance Act 2011 (FA 2011)...
Tax
PRACTICE NOTES
UK foreign branch exemption: FPEA calculation, exceptions for UK land and NRCGT, plus rules on gains, capital allowances, immovable property, withholding tax and exclusions for small, close and insurance companies
As set out in Practice Note: Foreign branch exemption—structure of the foreign branch exemption, the foreign permanent establishments amount (FPEA) is the principal determinant of the extent of profit relieved from UK tax under the foreign branch exemption. This is because, where an election is in force, any profit or loss taken into account in arriving at the FPEA must be ignored for tax purposes—by making the necessary ‘exemption adjustments’—when calculating the company’s taxable total profits.
Exceptions
There are two significant exceptions to these rules, each of which is considered in turn below...
Tax
PRACTICE NOTES
UK foreign branch exemption—special rules affecting capital gains, intangible fixed assets, capital allowances (leasing/disposal), CFC, withholding tax, CIR and other corporation tax provisions
As set out in Practice Note: Foreign branch exemption—foreign permanent establishments amount, specific rules govern how to compute the foreign permanent establishments amount (FPEA), in order to determine exactly what portion of a company’s profits should be relieved from UK tax under the foreign branch exemption, and how those calculations must be applied...
However, a UK company’s election to exclude profits attributable to its overseas permanent establishments (PE) from UK tax could both:
affect the other taxes payable by the UK company; and
be counteracted by existing rules within those other taxes
This Practice Note sets out certain special rules introduced to ensure the tax system, taken as a whole, continues to operate as intended, and summarises their interaction in the following broad areas:
capital gains
intangible fixed assets
capital allowances
other provisions
Capital assets—no gain no loss
There are various provisions in the Taxation of Chargeable Gains Act 1992 (TCGA 1992) that apply the ‘no gain no loss’ principle; a comprehensive list of those provisions appears in TCGA 1992, s 288(3A)...
Tax
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