Martin Shah
Martin is a partner in the corporate tax group at Simmons & Simmons. His broad based practice encompasses financial markets, corporate, real estate (including structured real estate) and commercial work, with an emphasis on clients in the asset management & investment funds and financial institutions sectors. His focus includes advising on funds and other investment products, together with structural tax issues for asset management, banking and insurance clients.
Martin leads the financial services tax practice which won European Financial Services Tax Team of the Year at the International Tax Review European Awards in 2011 and 2013. He is rated in the latest Legal 500 and Chambers directories ("very strong" in his defence of clients’ interests and can be relied upon to be "robust in difficult circumstances") for corporate tax and endorsed by PLC Which Lawyer?.
Martin is a regular participant at the Investment Management Association and Alternative Investment Management Association, and a member of AIMA’s Tax Committee. He also led the AIMA working group on the European Savings Directive. Martin is a member of the Tax Committee of the Law Society of England and Wales and chairs its VAT and Duties Sub-Committee.
Practice Area
Panel
- Contributing Author
10 Contributions by Martin Shah
PRACTICE NOTES
UK PAIF regime for OEICs: qualification conditions, HMRC notification requirements and QIS financing cost restrictions
The tax regime applicable to property authorised investment funds (PAIFs) applies to UK open-ended investment companies (OEICs) which:
meet a number of prescribed conditions, and
have notified HMRC in advance that they wish the PAIF regime to apply to them
This Practice Note concentrates on the criteria that must be satisfied for the PAIF rules to apply to an OEIC in practice. As a starting point, for a top-level overview of the PAIF tax regime in its entirety, see Practice Note: Taxation of property funds—overview. Further important elements of the framework are considered in the Practice Notes: PAIFs—tax treatment of the fund and its investors and PAIFs—breaches and exit.
There is significant overlap between the PAIF tax rules and the UK tax regime for real estate investment trusts (REITs) in many areas. This reflects their complementary design: the PAIF regime is tailored to open-ended vehicles investing in real estate, while the REIT regime is aimed at closed-ended vehicles with a similar purpose. For a concise summary of the REIT framework, see Practice Note: REITs—summary of the tax regime...
Tax
PRACTICE NOTES
UK PAIF regime: breach notifications, HMRC termination, voluntary and automatic exit triggers, and corporation tax consequences on leaving
The tax regime for property authorised investment funds (PAIFs)
The PAIF tax framework applies to UK open-ended investment companies (OEICs) that satisfy specified criteria. In some cases, falling short of these requirements can result in removal from the PAIF regime, while a PAIF may equally opt to depart voluntarily. The outcome of any failure hinges on the precise condition involved and, in certain instances, whether the failure is a repeat occurrence. The PAIF conditions are explained in detail in Practice Note: PAIFs—the conditions.
This Practice Note covers:
what follows when one or more PAIF conditions are not met, and
the tax consequences of an exit from the PAIF regime
For a high-level summary of the overall PAIF framework, see Practice Note: Tax and property funds—overview. For the tax treatment of PAIFs and their investors, alongside associated compliance requirements, see Practice Note: PAIFs—tax treatment of the fund and its investors. The statutory rules for PAIFs are contained in the Authorised Investment Funds (Tax) Regulations 2006 (SI 2006/964), which this Practice Note calls the AIF Tax Regulations...
Tax
PRACTICE NOTES
UK REIT tax regime: eligibility, ring-fenced property rental business, compliance tests, breaches, and taxation of REITs and investors
UK real estate investment trusts (UK REITs)
The UK regime for real estate investment trusts (REITs, termed UK REITs in statute) took effect on 1 January 2007. There are now in excess of 150 REITs, several of which moved into the structure when the framework first commenced. Those early adopters have since been joined by many more participants owing to revisions to the entry criteria, in particular the following:
the removal of the entry charge;
permission for REITs to invest in other REITs; and
a relaxation of the listing condition so that companies without a formal listing, but admitted to trading and actually traded on a recognised stock exchange (for example on markets such as AIM), can also qualify.
Further amendments have been introduced to the REIT rules in recent years with the stated intention of making the regime more appealing to prospective entrants. The principal legislative provisions for the REIT tax regime sit in Part 12 of the Corporation Tax Act 2010 (CTA 2010, ss 518–609), with additional measures contained in secondary legislation...
Tax
PRACTICE NOTES
UK REITs: Breaches of Conditions, HMRC Notification, Termination Options and Tax Consequences of Exit
Practice Note: REITs—the conditions and tests
To fall within the UK real estate investment trust (REIT) tax regime, a company—or a group—must meet a range of requirements in each accounting period. These comprise:
criteria concerning the REIT’s own status and behaviour (or, for a group REIT, those of the group’s principal company), and
more granular rules about the REIT’s balance of business and various other matters
These conditions are set out in detail in Practice Note: REITs—the conditions and tests. This Practice Note also explains what occurs when any of these requirements are not met. It further addresses:
the tax implications of leaving the REIT regime, and
the ways an exit can be carried out, including by giving notice
For an overall overview of the UK REIT regime, see Practice Note: REITs—summary of the tax regime...
Tax
PRACTICE NOTES
UK REITs: eligibility conditions and key tax tests (non-close, listing/70% institutional ownership, property rental business, 75% profits/assets, 90% distribution, holder of excessive rights, interest cover)
The UK regime for real estate investment trusts (REITs, or UK REITs in tax legislation) requires companies or groups aiming to access the regime to satisfy a range of conditions. These criteria, along with certain additional tests, must be met continuously throughout every accounting period in which the company or group remains within the regime. This Practice Note outlines those conditions and tests. Breaches of the conditions and the tax implications of leaving the REIT regime are covered in Practice Note: REITs—breaches and exit. For an overview of the regime, see Practice Note: REITs—summary of the tax regime. For the tax position of the vehicle and its investors, refer to Practice Note: REITs—tax treatment of the REIT and its shareholders.
Company REITs v group REITs
A REIT may consist of a single company or a group of companies, and this Practice Note considers the conditions and tests as they apply to both structures. In practice, the vast majority of REITs are organised as groups of companies...
Tax
PRACTICE NOTES
UK REITs: Indirect property ownership and joint ventures - tax treatment, JPUTs, partnerships, companies, look-through elections and conditions
This Practice Note considers the circumstances in which a UK real estate investment trust (REIT, described in the tax legislation as a UK REIT) holds property indirectly through a structure such as a partnership, offshore unit trust or company. It then turns to the scenario where a REIT participates in property via a joint venture company (or a group of companies).
For an overall summary of the REIT regime, see Practice Note: REITs—summary of the tax regime. Other specific aspects of the regime are explored in greater depth in the following Practice Notes:
REITs—the conditions and tests
REITs—tax treatment of the REIT and its shareholders
REITs—breaches and exit
Indirect ownership of property
REITs may hold non-direct interests in property via vehicles including partnerships, offshore unit trusts or companies. The tax analysis for a REIT of such indirect holdings hinges on the legal character of the relevant vehicle. A helpful table summarising the treatment for different categories of entity is provided at IFM29030...
Tax
PRACTICE NOTES
UK REITs: taxation of single and group REITs and shareholders, including PRB ring-fence, gains, PIDs, withholding, CIR and anti-avoidance
Practice Note
This Practice Note explores the tax position of UK real estate investment trusts (REITs—and, in tax legislation, UK REITs) alongside their shareholders. The purpose of the UK REIT regime is to deliver a tax‑efficient structure that facilitates investment into the UK real estate sector by a broad spectrum of investors. A core feature of the regime is the shift of the tax point away from the investment entity, with the incidence of tax instead placed on its shareholders, so that liability arises at investor level rather than within the vehicle...
Tax
PRACTICE NOTES
UK tax regime for PAIFs: ring-fenced PIB, distributions (PIDs, interest, dividends), withholding, investor taxation, VAT and compliance
FORTHCOMING CHANGE relating to income tax rates applicable to dividends :
As set out at Budget 2025, Finance Bill 2026 introduces provisions that will raise the income tax rates applying to dividend income from 6 April 2026. The dividend ordinary rate (covering dividend income that would otherwise be taxed at the basic rate) and the dividend upper rate (covering dividend income that would otherwise be taxed at the higher rate) will each increase by two percentage points, to 10.75% and 35.75%, respectively. The dividend additional rate (relating to dividend income that would otherwise be charged at the additional rate) will remain the same at 39.35%...
Tax
PRACTICE NOTES
UK VAT exemption for fund management: scope of management, SIF definition, outsourcing and advice, pension schemes, and input VAT recovery, with assimilated law and HMRC updates
POTENTIAL FORTHCOMING CHANGE :
HMRC is reviewing its guidance on the VAT exemption for financial services, and updates may follow...
The VAT exemption for financial services
The UK’s VAT exemption for financial services derives from Council Directive 2006/112/EC (the VAT Directive). It has been implemented in domestic law through the Value Added Tax Act 1994 (VATA 1994), Schedule 9, Group 5, which lists a range of exempt items. This Practice Note concentrates on the aspects covering fund management services (items 9 and 10 of Group 5). The practical operation of this exemption is explored in depth in: Practical application of the . This Practice Note cites EU Directives and case law. The UK left EU membership on 31 January 2020. From that date, the UK entered an implementation period (IP) during which, for many purposes, it continued to be treated as an EU Member State and remained subject to EU law. The IP concluded at 11 pm on 31 December 2020...
Tax
PRACTICE NOTES
UK VAT on fund management: scope of Items 9 and 10, what counts as 'management', SIF status (including pensions and charities), non-UK funds, and input VAT recovery
POTENTIAL FORTHCOMING CHANGE
HMRC is in the process of reassessing its guidance on the VAT exemption for financial services. That guidance could therefore change.
The VAT exemption for financial services remains the focus of this overview and the associated practical considerations.
UK relief from VAT for financial services derives from Council Directive 2006/112/EC (the VAT Directive). It is implemented domestically by Schedule 9, group 5 to the Value Added Tax Act 1994 (VATA 1994), which lists several categories that qualify for exemption.
This Practice Note outlines key practical issues concerning the exemption from VAT for managing special investment funds, as described in items 9 and 10 of group 5.
For fuller information on the precise definitions and conditions attached to this exemption, consult Practice Note: VAT exemption for fund management.
References to EU Directives and relevant case law are included in this Practice Note.
The UK left the EU on 31 January 2020. From that date it entered an implementation period (IP), during which it continued to be treated as a Member State for many purposes and remained subject to EU law. The IP concluded at 11 pm on 31 December 2020. Timing details are noted...
Tax
If you expected to see yourself on this page, click here.
