Joshua Critchlow
Josh Critchlow is an International Law Clerk at Freshfields based in New York, qualified as a solicitor in England & Wales.
Josh is experienced in advising on UK and international tax aspects of a range of cross-border transactions.
Practice Area
Panel
- Contributing Author
4 Contributions by Joshua Critchlow
PRACTICE NOTES
Company migration from the UK: exit charges, ECPP deferral, cessation consequences, pre-2020 postponements, DRICs and ongoing UK tax issues
Migration
Migration describes a company moving its tax residence from one territory to another. There are various motivations for doing so. In the past, certain businesses shifted abroad to reduce exposure to UK tax and to benefit from lower rates elsewhere. Yet reforms enhancing the UK’s standing as a holding company jurisdiction have diminished that incentive. Conversely, commercial circumstances may mean a company is incorporated in the UK but tax resident in a different country, for instance where every director is based in that other country. For a discussion and comparison of the issues in selecting the tax jurisdiction for a corporate group’s holding company, see Practice Note: Holding company jurisdictions—tax considerations. In practice, multiple approaches exist by which a UK tax resident company (or a group) might depart the UK (or reorganise to deliver an equivalent outcome for tax purposes). Such decisions are shaped by commercial drivers and the desired tax position. They may involve relocation or restructuring steps that mirror migration from a UK perspective. Timing and method can vary considerably. As outlined in Practice Note: Company migration or corporate inversion—how to change tax residence in practice, these include:
direct emigration—where a UK tax resident company relocates its...
Tax
PRACTICE NOTES
Incorporating overseas branches: UK corporation tax reliefs for chargeable gains and IFAs, EU Mergers Tax Directive treatment, conditions, clawback and practical considerations
This Practice Note sets out:
the concept of branch incorporation relief available under UK domestic law in relation to:
corporation tax on chargeable gains — see: Branch incorporation relief for chargeable gains, and
corporation tax within the intangible fixed assets (IFA) regime in Part 8 of the Corporation Tax Act 2009 — see: Branch incorporation relief for IFAs
the wider UK corporation tax relief on the incorporation of an EU branch following implementation of the Mergers Tax Directive 2009/133/EC, and
some practical points and further tax issues that arise on branch incorporation
Relief cannot be claimed under both the branch incorporation provisions and the rules implementing the Mergers Tax Directive.
Relief on incorporation of overseas branch
Where a UK resident company conducts a trade overseas through a permanent establishment and transfers the whole or part of that trade to a company that is not UK resident, and the transfer triggers a chargeable gain, the UK resident company may claim to defer any corporation tax on that gain, provided specified conditions are satisfied. This is known as ‘branch incorporation relief’...
Tax
PRACTICE NOTES
Practical guide to changing UK corporate tax residence: direct emigration, corporate inversions, treaty tie-breakers, exit charges, HMRC notifications, redomiciliation and inbound migration
Migration
Migration concerns a change in a company’s tax residence. A business might choose to migrate for numerous reasons: its fiscal profile in the current jurisdiction, or its capacity to secure relief under double tax treaties (DTTs). Equally, shifts in a company’s operations or governance can make an alteration of tax residence necessary or beneficial. For an outline and comparison of the factors when selecting a tax jurisdiction for a corporate group’s holding company, see Practice Note: Holding company jurisdictions—tax considerations.
In practice, there are several routes by which a UK tax resident company (or group) may move from the UK, or restructure to reach an equivalent outcome for tax purposes. As set out below, these include:
direct emigration—where a UK tax resident company relocates its tax residence outside the UK
corporate inversion—by inserting a new, non-UK resident holding company above the existing UK parent of the corporate group
Alternatively, in suitable circumstances, a further route is to sell all of the company’s assets to a newly established non-UK tax resident company...
Tax
PRECEDENTS
HMRC notice under TMA 1970 s 109B: company ceasing UK residence; template letter seeking approval of arrangements to pay UK tax liabilities, with guarantee and attorney
[send by email to the address shown in HMRC manual CTM34195]
[ Date ]
Dear [ insert organisation name ]
Notification of intention to migrate — [ Company name, address, place of incorporation, tax district and unique taxpayer reference ]
1 Background to notification and our authority to act as agent
1.1 Acting for our client, [ company name ] (the Company), and pursuant to section 109B of the Taxes Management Act (TMA) 1970, we notify HMRC that the Company proposes to become non‑UK resident and request approval for arrangements to settle the Company’s tax liabilities.
1.2 The Company plans to migrate from the UK with effect from [ insert date of migration ] (the ‘Migration Date’).
1.3 The Company has authorised us to act on its behalf in respect of this notification and associated approval request. Enclosed at Appendix 1 is the Company’s [ signed authority OR Form 64–8 ], permitting HMRC to deal directly with us. Our telephone and email contact details are provided at the foot of this letter...
Tax
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