Outsourcing

Outsourcing is generally an arrangement whereby one company provides services to another company that could be, or usually have been, provided in-house. Outsourcing arrangements are often implemented with the aim of reducing operating costs for the recipient company, but there are other reasons for outsourcing which will be specific to the business in question. By way of example, it is common for banks and insurance companies to outsource back-office functions which can be provided by companies specialising in these services and thus benefit from economies of scale.

There are no specific laws, including tax laws, applicable to outsourcing arrangements and no technical legal meaning of the term. Consequently, each outsourcing arrangement will be specific to its own particular facts and will raise a different mix of legal, commercial and, in some cases, regulatory issues.

Tax issues on both setting up and operating the outsourcing arrangement need to be considered to ensure that:

  1. the arrangements do in fact realise the desired cost savings once any tax costs are factored into the arrangements

  2. taxes are administered and paid as necessary, and

  3. the structure is as tax

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Market value, distributions and notional transactions—key SDLT lessons from Tower One St George Wharf Ltd v HMRC

Tax analysis: In Tower One St George Wharf Ltd v HMRC, the Court of Appeal considered the basis on which stamp duty land tax (SDLT) should be assessed and whether that resulted in SDLT being paid on the market value, the actual consideration paid, or on some other basis for a complex transaction within a corporate group. The taxpayer argued that the ‘Case 3’ exception under section 54(4) of the Finance Act 2003 (FA 2003) applied, which would result in SDLT being charged on the actual consideration. HMRC argued that the exception did not apply, which would result in SDLT being paid on the market value of the property. Alternatively, HMRC argued that if the exception did apply then the anti-avoidance provisions at section 75A FA 2003 applied, potentially resulting in an even higher SDLT charge. The Court of Appeal held that although the Case 3 exception applied, the anti-avoidance provision in FA 2003, s 75A also applied. This resulted in SDLT being assessed on an aggregate amount that was even higher than the property's market value (although HMRC did not seek to increase its assessment beyond market value). Therefore, the appeal was dismissed. As explained by Jon Stevens, partner, and Rory Clarke, solicitor, at DWF Law LLP, this decision deals with the interaction of a number of complex SDLT provisions and clarifies the SDLT provisions relating to transfers to connected companies and the SDLT anti-avoidance provisions, with implications for corporate structuring and tax planning.

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