Corporation Tax Clause Samples

Corporation Tax. 15.1 All losses of the Company made since the Accounts Date or which are an Accounts Relief are trading losses and are available to be carried forward and set off against income from the same trade in succeeding periods and are agreed with HM Revenue & Customs. 15.2 The Company has not since the Accounts Date made and is under no obligation under which it is, or at any time may become, liable to make any payment of an income nature which has not been and will or may not be allowable in full for corporation tax purposes or which may be disallowed as a deduction, as a set-off or as a charge on income or otherwise be unrelieved for corporation tax purposes by reason of the provisions of sections 54, 82, 1301 or 443 of the CTA 2009 or sections 189 or 777 to 779 of the Tax Act or Part 19 of the Tax Act or Part 4 of the TIOPA or otherwise. 15.3 The Company has not during the period beginning six years before Completion discontinued a trade in circumstances such that its closing trading stock and work in progress falls to be valued at open market value as provided for in section 164(4) of the CTA 2009. 15.4 No change of ownership of the Company has taken place in circumstances such that Part 14 of the Tax Act (change in ownership of company; disallowance of trading losses) has been or may be applied to deny relief for a loss or losses or an excess charge or charges incurred by the Company and, within the period of three years ending with the date of this agreement, there has been no cessation or major change in the nature or conduct of any trade or business carried on by the Company, nor has the scale of the activities in any trade or business carried on by it at any time become small or negligible for the purposes of those sections. 15.5 Neither the Company nor any associated company of it owns any intangible asset which was acquired from another company which was at the time a member of a group of companies for the purposes of section 780 of the CTA 2009. 15.6 Neither the Company nor any company which was a member of the same group of companies as it at the relevant time has made any claim under sections 754 to 763 inclusive or section 777 of the CTA 2009.

Corporation Tax. ▪ Completing a CT600 and tax computation based upon the annual accounts. ▪ Presenting the CT600 for your approval and online submission to HMRC. ▪ Dealing with routine HMRC correspondence. Please note that this does not include an HMRC enquiry, full (which checks the tax return as a whole), or aspect (which checks information on one or more specific points). ▪ Companies House ▪ Processing required changes to officer and company information. o The Advanced Package includes: ▪ VAT ▪ Completing cash accounting VAT calculations (standard and flat rate VAT schemes only). ▪ Calculating quarterly VAT returns, for VAT-registered companies. ▪ Presenting returns for your approval and online submission to HMRC. ▪ Notifying HMRC of any changes to your VAT registration. ▪ Dealing with routine HMRC VAT correspondence (please note that this does not include handling an HMRC enquiry, full or aspect). ▪ Acting as Agent for online VAT filing with HMRC, but not for VAT inspections.

Corporation Tax. 2.1 On a disposal of all of its assets by the Company for (in the case of each asset owned by the Company at the Last Accounting Date) a consideration equal to the value attributed to that asset in preparing the Last Accounts or (in the case of each asset acquired since the Last Accounting Date) a consideration equal to the actual consideration given for the acquisition then (in the case of each asset so owned) the liability to Tax (if any) which would be incurred by the Company would not exceed the amount (if any) taken into account in respect of that asset in computing the liability of the Company to deferred Tax as provided for in the Last Accounts and (in the case of assets so acquired) no Tax Liability would be incurred by the Company in respect of that asset. 2.2 The aggregate book value of each of the assets, or as the case may be, each pool of assets of the Company, on which an entitlement to allowances in respect of capital expenditure has arisen under the CAA, in or adopted for the purposes of the Accounts does not exceed the aggregate residue of qualifying expenditure or written-down value attributable to such assets, or as the case may be, each pool of assets for the purposes of the CAA. 2.3 No capital allowances that have been claimed by the Company have been disallowed nor is any disallowance likely to occur. Since the Last Accounting Date, no claims for capital allowances which have been made have been withdrawn and no available allowances have been disclaimed. 2.4 The Company has not at any time after 6 April 1965 repaid, redeemed or repurchased or agreed to repay, redeem or repurchase or granted an option under which it may become liable to purchase any shares of any class of its issued share capital nor has the Company after that date capitalised or agreed to capitalise in the form of shares or debentures any profits or reserves of any class or description or otherwise issued or agreed to issue any share capital other than for receipt of new consideration (within the meaning of Part VI Taxes Act) or passed or agreed to pass any resolution to do so. 2.5 No securities (within the meaning of section 254(1) Taxes Act) issued by the Company and remaining in issue at the date of this Agreement were issued in such circumstances that the interest payable thereon falls to be treated as a distribution under either section 209(2)(d) or 209(2)(e) Taxes Act, nor has the Company agreed to issue such securities in such circumstances. 2.6 No rents, inter...

Corporation Tax. (a) The Company has not paid remuneration to its directors in excess of such amount as will be deductible in computing the taxable profits of the Company; and (b) The Company has not paid and will not pay remuneration or compensation for loss of office or make any gratuitous payment or any other payment in respect of management or other services rendered or to be rendered to the Company to any of its present or former directors or employees which will not be deductible in computing the taxable profits of the Company.

Corporation Tax. DISTRIBUTIONS

Corporation Tax. (a) Full provision will be made for corporation tax which is payable for all accounting periods ending before the Completion Accounts Date and which has not yet been paid to the Inland Revenue. In addition, full provision will be made for corporation tax as if the period beginning with the day following the Accounting Date and ending on the Completion Accounts Date was a financial year of the Company and its Subsidiaries for corporation tax purposes. For the avoidance of doubt, it shall be assumed that the payments to certain of the Vendors, managers and employees referred to in (vi) below will be fully deductible for corporation tax purposes. (b) In preparing the provision for Tax in the Completion Accounts it shall be assumed that (i) all of the payments referred to in clause 5.5.4 other than the payments to ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ and the employer's national insurance contributions thereon shall be deductible for corporation tax purposes and (ii) the payments referred to in clause 5.5.4 to ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and to ▇▇▇▇ ▇▇▇▇▇▇ and the employer's national insurance contributions thereon shall not be deductible for corporation tax purposes.

Corporation Tax. (i) Neither KW Limited nor KW Group is, or has at any stage since its incorporation been resident for Tax purposes in a country other than Ireland. (ii) Schedule 2.8(d)(ii) of the KnowledgeWell Disclosure Letter includes a correct and complete list and full particulars of any liability to Tax in a country other than Ireland. (iii) (1) Schedule 2.8(d)(iii) of the KnowledgeWell Disclosure Letter includes a statement of all distributable reserves of KnowledgeWell which carry a reduced tax credit.

Corporation Tax distributions Since the Last Accounts Date no dividend has been declared or paid and no distribution or deemed distribution for Tax purposes has been made or declared or agreed to be made by the Target.

Corporation Tax. PROFIT AND LOSSES 3.1 Since the Last Accounts Date: (a) no Event has occurred which has given or may give rise to any liability to Tax (or would or may have given rise to a liability to Tax but for the availability of a Relief) other than corporation tax on trading profits of the Target (and not chargeable gain, balancing charges or deemed income or profits) arising from transactions entered into in the ordinary course of business of the Target as carried on at the Last Accounts Date; and (b) no expense has been incurred and the Target is under no obligation to incur any expenditure which is not deductible by the Target in computing its taxable profits for corporation tax purposes for its current accounting period. 3.2 All losses of the Target are trading losses and are available to be carried forward and set off against income from the same trade in succeeding periods and are agreed with HM Revenue and Customs.