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    The UK Patent Box Regime

    UK Patent Box Regime – Introduction

    The UK Patent Box regime, which offers a reduced corporate tax rate of 10% on profits derived from UK or European patents, remains significantly under-utilised by UK companies.

    According to the latest available data, only around 1,510 UK companies took advantage of the Patent Box system in the financial year spanning April 2021 to March 2022.

    This figure is starkly low when compared to the 4.7 million incorporated companies registered in the UK as of 31st March 2021—a number that includes those in the process of dissolution or liquidation.

    To put this into perspective, out of approximately 4.4 million active companies at the time, a mere 0.03% are benefiting from this lucrative  scheme.

    What is the Patent Box?

    The Patent Box regime is designed to complement existing incentives that provide corporate tax benefits for research and development (R&D) expenditures.

    While R&D tax relief supports companies with the upfront costs of qualifying R&D activities, the Patent Box provides ongoing tax relief for businesses that choose to retain and commercialise their innovations within the UK.

    Together, these regimes aim to support the entire innovation lifecycle for UK businesses.

    One possible reason for the low uptake could be the confusion between the Patent Box and the more widely used R&D tax credit scheme.

    While both offer significant financial benefits, they serve different purposes and can be utilised in tandem to maximise tax relief.

    As the numbers show, there is a clear opportunity for more UK companies to explore the advantages of the Patent Box and reduce their tax liabilities.

    Who Can Benefit from the Patent Box?

    The Patent Box regime is available to all companies, regardless of industry. To qualify, a company must meet the following criteria:

    Calculating the Patent Box Benefit

    The first step in calculating the benefit under the Patent Box regime is to determine how a company’s QIPR maps to its qualifying income, which can include:

    Finance income is excluded from the regime.

    Once the qualifying income is identified, further adjustments are made to calculate the profit attributable to the QIPR, which is then eligible for the reduced 10% tax rate.

    Recent Changes to the Patent Box Regime

    From 1 July 2016, significant changes were introduced to the Patent Box regime, impacting all new claimants from that date.

    These changes require companies to demonstrate a clear link or “nexus” between their R&D activities and the tax benefits derived under the Patent Box.

    This means that companies need to track and report relevant R&D expenditures alongside their Patent Box claims.

    For companies operating under the previous regime, “grandfathering provisions” allowed them to continue under the old rules until 30 June 2021.

    After this date, all claimants must comply with the new rules, necessitating the tracking and tracing of R&D expenditures from 1 July 2016 onward.

    UK Patent Box – Conclusion

    The UK Patent Box regime offers a valuable yet under-utilised opportunity for companies to significantly reduce their corporate tax rate on profits derived from patented innovations.

    With only a fraction of eligible businesses currently benefiting from this regime, there is a clear need for greater awareness and understanding of how it can complement existing R&D tax reliefs.

    By proactively assessing eligibility, optimising claims, and ensuring compliance with the latest rules, companies can unlock substantial tax savings and support their long-term innovation strategies.

    The potential benefits are too significant to overlook, making it essential for more businesses to explore and take advantage of the Patent Box regime.

    Final thoughts

    If you have any queries about the UK Patent Box, or UK tax matters in general, then please feel free to get in touch.

    UAE Refund Policy for Tax Service Fees

    UAE Refund Policy for Tax Service Fees – Introduction

    In a bid to enhance the UAE’s attractiveness as a business hub, the Federal Tax Authority (FTA) has introduced a new policy aimed at improving the nation’s competitive edge.

    One of the key developments is the issuance of Resolution No. 5 of 2024, which establishes a refund policy for fees associated with private clarification requests on tax matters.

    This new policy took effect on 1st August 2024.

    Background

    Since 1st June 2023, the FTA has offered a private clarification service that allows businesses to request detailed information about specific tax regulations.

    This service is provided for a fee, enabling companies to gain clarity on complex tax issues.

    The newly introduced Resolution outlines the circumstances under which these fees can be refunded.

    Conditions for Fee Refunds

    General

    Under the new Resolution, several scenarios have been identified where the FTA will issue a refund for the fees paid:

    Single Tax Clarification

    If a request pertains to one specific tax and the FTA fails to provide a response, the full fee will be refunded.

    Multiple Tax Clarification

    For requests covering multiple taxes, if the FTA does not provide any clarification, a full refund will be issued. If the FTA only addresses one of the multiple taxes queried, the applicant will receive a refund for the difference between the fee for multiple taxes and the fee for a single tax.

    Other Refund Scenarios

    Corporate Tax Registration Reminder

    Alongside these new refund guidelines, the FTA has reminded legal entities with licenses issued in any June to register for corporate tax by 31st August 2024.

    Failure to comply with this deadline could result in administrative penalties.

    Detailed information about these deadlines and other important decisions can be found on the FTA’s official website.

    UAE Refund Policy for Tax Service Fees – Conclusion

    The introduction of this refund policy by the FTA underscores its commitment to transparency and business support.

    By offering these refunds, the FTA aims to facilitate easier navigation of the tax landscape for businesses, thereby promoting a more business-friendly environment in the UAE.

    This proactive approach reflects the FTA’s dedication to maintaining a competitive edge in the global market while ensuring that businesses operating in the UAE have the clarity they need to comply with tax regulations effectively.

    Final thoughts

    If you have any queries about this article on UAE Refund Policy for Tax Service Fees, or UAE tax matters more generally, then please get in touch.

    Centrica Overseas Holdings Ltd v HMRC: SC Rules on Deductibility of Professional Advisory Fees

    Centrica Overseas Holdings Ltd v HMRC – Introduction

    In an important decision, the Supreme Court recently addressed the extent to which professional advisory fees associated with the disposal of a loss-making investment can be deducted as management expenses under section 1219 of the Corporation Tax Act 2009 (CTA 2009).

    The case in question was Centrica Overseas Holdings Ltd v HMRC.

    Revenue v Capital Nature of Expenditure

    The crux of the matter was whether the fees incurred were of a revenue or capital nature, as only the former are deductible under section 1219 CTA 2009.

    While it was accepted that the fees were expenses of management, their classification as either revenue or capital expenditure remained contested.

    The Supreme Court unanimously agreed with the Court of Appeal that the test for determining the nature of the expenditure is the same for both investment companies and trading companies, leading to the conclusion that the fees were non-deductible capital expenditure.

    Background of the Case

    Centrica Overseas Holdings Ltd (COHL), an intermediate holding company within the Centrica group, owned a failing Dutch investment known as Oxxio.

    Following a decision in mid-2009 to dispose of the Oxxio business, it was accounted for as a “discontinued operation” and “held for sale” starting June 30, 2009, with an anticipated sale by June 30, 2010.

    However, complications delayed the sale process.

    From July 2009 to early 2011, COHL incurred approximately £2.5 million in fees for banking, accountancy, and legal services related to the strategic considerations and sale documentation.

    The sale was finally completed in March 2011 after Centrica plc’s board approved a third-party offer.

    The Supreme Court’s Analysis

    The Supreme Court affirmed the Court of Appeal’s stance that determining whether expenditure is capital or revenue in nature is a question of law, and the same test applies to both investment management businesses and ordinary trading businesses.

    The primary indicator is the objective purpose of the expenditure.

    Where a capital asset is involved, money spent on its disposal is generally considered capital expenditure unless specific transaction features indicate otherwise.

    In this case, once the decision was made in 2009 to sell the Oxxio business, the fees for professional advice to facilitate the sale were deemed capital in nature and, therefore, non-deductible.

    Determining the Purpose of Expenditure

    A crucial aspect of this case was the 2009 strategic decision to sell the Oxxio business and its subsequent accounting as a discontinued operation held for sale.

    The Supreme Court found that the professional services were engaged to achieve the disposal, as reflected in the engagement letters.

    Consequently, the taxpayer’s argument that the advice was to inform management decisions rather than directly facilitate the sale was rejected.

    The Court emphasized that considering different options does not change the commercial reality that a decision to dispose of Oxxio had been made.

    Detailed Breakdown of Fees

    COHL did not differentiate between the various professional services fees, resulting in a broad-brush approach by both the Court of Appeal and the Supreme Court.

    A more detailed breakdown might have highlighted services not directly aimed at achieving the disposal, potentially altering the outcome.

    Certainty of Disposal

    Uncertainty about whether an asset will be sold does not classify the expenditure as revenue.

    The Supreme Court noted that uncertainty is common in transactions and does not change the fact that expenses aimed at enabling a decision on acquisition or disposal are capital in nature, even if the transaction does not occur.

    The possibility of an aborted transaction does not alter the commercial reality of a decision to dispose of an asset.

    Centrica Overseas Holdings Ltd v HMRC – Conclusion

    The Supreme Court’s decision underscores the importance of the objective purpose behind expenditure when determining its capital or revenue nature.

    In the context of COHL, the professional fees incurred to facilitate the disposal of the Oxxio business were capital in nature and thus non-deductible under section 1219 CTA 2009.

    This ruling highlights the nuanced considerations involved in classifying expenditure and the rigorous application of legal principles to determine tax deductibility.

    Final thoughts

    If you have any queries about this article on Centrica Overseas Holdings Ltd v HMRC, or other UK tax matters, then please get in touch.

    Neko Trade v RQ – Taxpayer Neko’s a victory in court

    Neko Trade v RQ – Introduction

    The Court of Quebec has recently delivered a significant judgment in the case of  Neko Trade v RQ.

    The decision provides important insights into Quebec’s income tax legislation.

    The court ruled that a loan from a corporation to its owner-manager for home refinancing did not constitute a shareholder benefit.

    Instead, it fell under Quebec’s equivalent of a provision known as the Employee Dwelling Exception.

    Additionally, the court criticized Revenu Québec’s (RQ) aggressive decision to reassess the owner-manager on a statute-barred year concerning this loan.

    The Employee Dwelling Exception

    The Employee Dwelling Exception can reduce a seller’s capital gains tax rate from 20% to 10% for the first £1 million of lifetime qualifying capital gains, offering potential tax savings up to £100,000.

    Historically, this provision has been risky for shareholder-employees due to the ambiguity in the criteria, which require the loan to be granted to the shareholder-employee as an employee, not as a shareholder, and that bona fide arrangements be made for repayment within a reasonable time.

    Neko Trade provides valuable guidance for shareholder-employees considering this option.

    Background

    The Canada Revenue Agency (CRA) and RQ often challenge any transfer of value from a corporation to a shareholder that is not reported as salary, dividend, or another taxable transaction.

    The tax code prescribes tax consequences for taxpayers receiving such “shareholder benefits,” which include loans from a corporation to an individual shareholder. However, it also creates several exceptions, including the Employee Dwelling Exception.

    This exception applies to loans given to a shareholder-employee (or their spouse) to acquire a dwelling for their habitation, provided specific conditions are met.

    The Facts of Neko Trade

    Neko Trade involved a corporation (Neko) established in 2009 by Dimitry Korenblit, its sole employee and shareholder.

    During an audit of Neko’s 2015-2017 taxation years, RQ reviewed a loan made by Neko to Mr Korenblit in 2011 to refinance his home.

    Mr Korenblit and his spouse initially financed their family residence with a bank mortgage and a line of credit.

    In 2011, following advice from an accountant, Mr Korenblit arranged a loan from Neko to replace this temporary financing.

    The loan was disbursed in three tranches, and all payments were duly recorded over the years.

    Mr Korenblit transferred the residence title to his wife to mitigate financial risks related to his business, and they took out another bank loan secured by the residence’s value.

    RQ argued that the Loan was a “smoke screen” to conceal a shareholder benefit and that a “simple employee” would not have obtained such a loan.

    They cited several factors, including deficiencies in the loan documentation and the lack of a hypothec on the residence.

    The Decision

    The Court concluded that the Loan qualified for the Employee Dwelling Exception, citing eight key factors:

    The Court emphasized that the Loan was not a “smoke screen” and that Mr Korenblit was transparent in his tax returns.

    RQ’s argument that the Employee Dwelling Exception cannot apply to refinancing an already-acquired residence was rejected.

    The Court found that RQ’s published position allowed for such refinancing if agreed upon at the time of the original acquisition.

    The Court also addressed the short possession period of the residence, noting that the Employee Dwelling Exception does not prescribe a minimum ownership period and that the transfer of title did not negate the Exception’s applicability.

    Neko Trade v RQ – Conclusion

    Neko Trade offers encouragement to taxpayers in disputes over shareholder benefits, highlighting the importance of strict compliance with loan terms, specifying market rates and terms, and maintaining accurate corporate records.

    The decision contrasts with the Tax Court of Canada’s 2013 decision in Mast, emphasising the need for detailed and transparent handling of shareholder-employee loans.

    Final thoughts

    If you have any queries about this article on Neko Trade v RQ, or Canadian tax matters in general, then please get in touch.

    Free Zone Persons – UAE’s FTA Publishes Corporate Tax Guidance

    Free Zone Persons – Introduction

    The Federal Tax Authority (FTA) has recently released a guide outlining the conditions and procedures for applying corporate tax to free zone persons.

    This guide aligns with the free zone tax regime, emphasizing the critical role free zones play in driving the state’s economic growth and transformation both locally and globally.

    Benefits of Free Zones

    Free zones offer numerous advantages for businesses, including fewer restrictions on foreign ownership, simplified administrative procedures, modern and advanced infrastructure, and additional types of legal entities and commercial activities.

    These benefits make free zones an attractive option for businesses looking to operate within the state.

    Qualifying for 0% Corporate Tax Rate

    The guide details the conditions that a free zone person must fulfill to be classified as a qualifying free zone person and benefit from a 0% corporate tax rate on qualifying income.

    If these conditions are not met or cease to be met during any relevant tax period as prescribed by the FTA, the defaulting entity will lose its qualifying free zone status.

    Consequently, it will not benefit from the 0% corporate tax rate from the beginning of the tax period in which the conditions were not fulfilled, continuing for the following four tax periods.

    Income Treatment and Compliance Requirements

    The guide also clarifies the treatment of income generated from immovable property and qualifying intellectual property, as well as tax compliance requirements.

    It specifies the qualifying and excluded activities for a qualifying free zone person, as outlined in Ministerial Decision No. 265 of 2023 regarding Qualifying Activities and Excluded Activities for the purposes of Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses.

    Examples

    To aid understanding, the guide provides examples illustrating the application of the corporate tax law to free zone persons.

    It outlines how corporate tax is calculated for free zone persons, determining the qualifying income subject to the 0% tax rate and the income subject to a 9% tax rate.

    Additionally, it includes conditions for maintaining an actual and sufficient presence in the free zones and the criteria for determining a local or foreign permanent establishment.

    Permanent Establishments

    The FTA guide also states that when a qualifying free zone person operates through a permanent establishment in the UAE but outside the free zones or in a foreign country, the profits of such permanent establishments will be subject to a corporate tax rate of 9%.

    Conclusion

    The new FTA guide provides essential information for businesses operating in free zones, ensuring they understand the conditions required to benefit from the 0% corporate tax rate and the implications of not meeting these conditions.

    Final thoughts

    If you have any queries about this article on Free Zone Persons, or UAE tax matters more generally, then please get in touch.

     

    (No) Appetite for Diversion: All Guns and No Roses for MNCs in UK

    Introduction – Welcome to the bungle?

     

    They must have thick skin, those HMRC people.

     

    I sometimes wonder whether it’s provided when they join or if it accumulates over their time in post.

     

    After all, it takes either fortitude or tone deafness to keep going in the face of seemingly endless criticism.

     

    This year alone, among other things, HMRC has been accused of allowing customer service to plummet to an all-time low  and performed a rapid about-face over proposals to hang up its helpline during the summer months.

     

    Yet there are times when persistence appears to pay off.

     

    Developing a culture of aversion to diversion?

     

    Take the Diverted Profits Tax (DPT), for instance, which (whisper it!) looks as though it may be changing the kind of corporate shenanigans on the part of big multi-national businesses which in the past has enabled them to minimise the amounts which they make to the Revenue.

     

    The tax came into effect in 2015. Whilst not applying to small and medium-sized enterprises (SMEs), it is a means of countering the exploitation of overseas offices (or ‘permanent establishments’, as they’re otherwise known) to artificially reduce their UK profits and tax liabilities.

     

    For organisations with the kind of turnover and structures which make it possible, such paper shuffling can be incredibly lucrative.

     

    There is a sting in the tail, though.

     

    Get caught and the sanctions – including a six per cent surcharge on top of the normal Corporation Tax rate – can be enormous. An even higher rate of 55 per cent exists in respect of specific profits in the oil industry.

     

    Paradise city?

     

    Figures released last month by HMRC show that DPT generated more than £8.5 between its introduction and March last year 

     

    The Revenue’s notable scalps include the likes of the drinks giant Diageo which agreed to hand over £190 million in 2018, a settlement which I discussed with The Times at the time .

     

    Realising that it was onto a winner, HMRC subsequently turned those thumbscrews even tighter, launching something called the Profit Diversion Compliance Facility (PDCF) the following year.

     

    It aimed to “encourage” companies identified by some of the near 400 Revenue staff working on international tax issues as having operations which might trigger a DPT liability to “review both the design and implementation” of their policies and pay any tax due.

     

    In short, it offers a chance to ‘fess up to any mischief and avoid being hauled over the coals and, given that it’s eked more than £732 million extra income for the Revenue, could be said to have demonstrated its worth.

     

    Para-gripe city?

     

    Cynics might suggest that the DPT performance record, in particular, indicates that its novelty is wearing off.

     

    The £108 million recovered in the last financial year was less than half the sum reclaimed only 12 months before.

     

    However, I take the opposite view.

     

    I think it is evidence that instead of using offices in far-flung corners of the globe to manipulate their balance sheets and mitigate their UK tax bills, multi-nationals accept that they now have nowhere to hide.

     

    Of course, that is not solely down to HMRC’s efforts.

     

    Sweet tithe of mine

     

    The  Organisation for Economic Co-operation and Development (OECD) has, since DPT was introduced, also unveiled the Global Minimum Tax (GMT) as part of its campaign to eradicate the use of profit shifting which led to the Diverted Profits Tax.

     

    This new measure means that multi-nationals turning over more than €750 million (£633.38 million) will be subject to a minimum 15 per cent tax rate wherever they operate in the world.

     

    It amounts to a combination, one-two punch for the UK tax authorities, in particular. The DPT can still address individual methods not covered by the GMT’s more broad brush approach.

     

    However, the extent to which the UK will retain DPT is perhaps up for debate as well.

     

    (A few months after) November Rain*

     

    To all that, we can add the Revenue’s intention, announced in January, to actually reform DPT, making it part of the wider Corporation Tax for the sake of simplicity – something which in itself is a novel and noble development in UK tax procedures.

     

    There are, I should point out, still some companies which appear reluctant to accept that the diverted profits game is up.

     

    The latest detailed HMRC missive describes how it “is currently carrying out about 90 reviews into multinationals with arrangements to divert profits”, inquiries which involve some £2.6 billion in potentially unpaid tax.

     

    Furthermore, the Revenue is involved in “various international tax risk disputes where the business was not prepared to change their arrangements”. Embroiled in those proceedings led by HMRC’s Fraud Investigation Service “are a number of large businesses” who face possible civil or criminal investigation.

     

    It may well be that corporate titans once inclined to accounting mischief have just been worn down by the Revenue’s dogged investigators.

     

    A change in personnel on the boards of these companies coupled with the prospect of a process lasting five years and a large penalty can also persuade even the hardiest souls to call a halt to such behaviour.

     

    Even those who remain resistant to the newly knighted Jim Harra and his colleagues can’t escape the potential reputational damage arising from the leak of sensitive documentation as has happened successively with the Pandora, Paradise and Panama Papers.

     

    Conclusion

     

    Now that HMRC is finally and effectively calling the tune, there is – with no little apologies to Axl Rose and his bandmates – less of an appetite for diversion.

     

    That is a situation for which and for once the Revenue deserves credit.

     

    Thanks for your patience.

    Final thoughts

    If you have any queries about this article on the UK’s diverted profit tax, or other UK tax matters, then please get in touch.

    *

    Look what you’ve reduced me to….

    Transfers of Clean Energy Tax Credits – Final rules

    Transfers of Clean Energy Tax Credits – Introduction

    On April 25, 2024, the Internal Revenue Service (IRS) and the Treasury Department issued final regulations (the Final Regulations) for energy tax credit transfers under Section 6418 of the Internal Revenue Code (the Code).

    Section 6418, introduced as part of the Inflation Reduction Act of 2022 (the IRA), allows eligible taxpayers to transfer certain clean energy tax credits to unrelated taxpayers for cash, creating a marketplace for these tax credit transfers and spurring investment in the energy sector.

    Background

    Before the IRA, clean energy tax credits could only be used by taxpayers who owned the underlying clean energy projects, often involving complex tax equity structures typically accessible to large-scale projects and financial institutions.

    The IRA addressed concerns about the sufficiency of the tax equity market to support clean energy adoption by introducing the transferability of clean energy credits, thus creating a broader market for these credits.

    Overview of Section 6418

    Eligible Taxpayers

    Any taxpayer that is not a tax-exempt organization, state, political subdivision, Indian Tribal government, Alaska Native Corporation, rural electricity cooperative, or the Tennessee Valley Authority. These entities can benefit from the direct pay mechanism under Section 6417.

    Transfer Mechanics

    Eligible Tax Credits

    Eleven tax credits are eligible for transfer under Section 6418, including:

    Summary of the Final Regulations

    The Final Regulations, which follow proposed regulations issued on June 14, 2023, adopt rules for making transfer elections with additional clarifications:

    General Rules and Definitions

    Rules for Transferees and Transferors

    Special Rules

    Transfers of Clean Energy Tax Credits – Conclusion

    Section 6418 became effective for taxable years beginning after December 31, 2022, and the Final Regulations take effect from July 1, 2024.

    These regulations provide additional certainty for taxpayers as the market for clean energy tax credit transfers grows. Congress is closely monitoring the performance of this new mechanism, which, if successful, could potentially expand to include other tax credits.

    Final thoughts

    If you have any queries about this article on Transfers of Clean Energy Tax Credits, or US tax matters more generally, then please get in touch. 

    UAE Public Consultation on Global Minimum Tax

    UAE Public Consultation on Implementing Global Minimum Tax – Introduction

    The Ministry of Finance (MoF) of the United Arab Emirates (UAE) held a public consultation to gather feedback on the implementation of the Global Anti-Base Erosion (GloBE) Model Rules, known as Pillar Two.

    This consultation which started on 15 March 2024 and ended on 10 April 2024 aimed to refine the draft policy for applying these international tax rules within the UAE.

    Overview of the Public Consultation

    The consultation process was designed to collect insights from stakeholders on various aspects of the GloBE Rules implementation.

    This includes the potential establishment of the Income Inclusion Rule (IIR), the Undertaxed Profits Rule (UTPR), and a Domestic Minimum Top-up Tax (DMTT).

    These discussions are pivotal as they will influence how multinational enterprises (MNEs) with substantial revenues are taxed, ensuring they meet a global minimum tax rate of 15%.

    The MoF had provided two main documents for review:

    Key Features of Pillar Two Implementation

    Pillar Two’s Objective

    Pillar Two aims to ensure that MNEs with consolidated revenues exceeding EUR 750 million pay a minimum tax rate of 15% in each jurisdiction they operate. This is enforced through two mechanisms:

    Design Considerations for the UAE

    The public consultation seeks feedback on several critical aspects:

    Treatment of Foreign Partnerships and MNEs:

    For foreign entities and partnerships, the rules specify that these entities must be transparent, meaning profits pass through to the partners who are then taxed individually, subject to certain conditions including effective tax information exchange with the UAE.

    Considerations and Scope of the GloBE Rules

    The consultation clarifies that the GloBE Rules will primarily target large MNEs but provides room for applying these rules to smaller groups based on strategic economic considerations.

    The application of these rules is not intended to impose undue burdens on smaller MNEs headquartered in the UAE.

    UAE Public Consultation on Global Minimum Tax – Conclusion and Next Steps

    The consultation process conclude on 10 April 10, 2024.

    Undoubtedly, this was a critical step in adapting the global tax reform initiatives to fit the UAE’s unique economic landscape.

    By actively seeking input from stakeholders, the UAE MoF aims to craft a regulatory environment that is fair, competitive, and compliant with international standards.

    The feedback gathered will play a substantial role in finalizing the UAE’s approach to implementing the GloBE Rules, potentially affecting a wide range of companies and the overall investment climate.

    This initiative reflects the UAE’s proactive stance in aligning with global tax reform efforts while considering the impact on its national economic interests.

    Final thoughts

    If you have any queries on this article on the UAE Public Consultation on Implementing Global Minimum Tax, or UAE tax matters in general, then please get in touch.

    Provisional Measure Limiting Tax Compensation

    Provisional Measure Limiting Tax Compensation – Introduction

    On Tuesday, April 4th, 2024, the Brazilian Federal Government published Provisional Measure (PM) No. 1,227/2024, introducing significant changes to tax regulations.

    As a PM, this measure has the immediate force of law but must be approved by Congress within 120 days to remain effective.

    Key Changes Introduced by PM No. 1,227/2024

    Limitation on Use of Presumed PIS/Cofins Credits

    The measure revokes previous provisions that allowed taxpayers to recover presumed PIS/Cofins credits in cash.

    Under the new legislation, companies can only offset these credits against other federal taxes.

    This change limits the flexibility businesses previously had in managing their tax liabilities.

    Prohibition on Offsetting Non-Cumulative PIS/Cofins Credits

    One of the most controversial aspects of the PM is the prohibition on offsetting PIS/Cofins credits, calculated under the non-cumulative system, with other federal taxes.

    Previously, taxpayers could offset these credits with taxes such as Corporate Income Tax (IRPJ) or Social Contribution on Net Profit (CSLL).

    Now, PIS/Cofins credits can only be offset against debts of the same contributions, although requesting reimbursement in cash is still possible in certain legislatively defined cases.

    Mandatory Declaration of Tax Benefits

    The PM imposes a new obligation on taxpayers to declare their tax benefits.

    Taxpayers must inform the Federal Revenue Service about the incentives, exemptions, benefits, or tax immunities they enjoy, as well as the corresponding tax credit value.

    Failure to report or late reporting of this information can result in fines of up to 30% of the value of the tax benefits.

    Government’s Rationale

    The Government has stated that these measures aim to balance public accounts, particularly in light of payroll tax exemptions.

    To provide further clarity, a Normative Instruction will be issued, detailing the changes, especially those concerning the declaration of tax benefits.

    Implications for Taxpayers

    Provisional Measuring Limiting Compensation – Conclusion

    We would suggest that any taxpayers who might be affected by these changes should seek advice in relation to them.

    Final thoughts

    If you have any questions regarding this Provisional Measure Limiting Compensation, or  other tax matters in Brazil, please get in touch.

    Business diversification explained

    Diversification is a strategic business move that improves a company’s financial health and opens up many opportunities for growth by capturing a larger market share outside its current market. The core idea of business diversification is to spread out investments to stabilise earnings and increase profitability.

    It also allows companies to leverage their strengths and capture new customer segments, whether introducing new products, entering different industries, or expanding into newer locations.

    In this Tax Natives blog post, we’ll look at examples of real-life business diversification, its pros and cons, and tax implications to understand it better.

    Key Points

    What are the different types of business diversification?

    There are several types of diversification, each serving unique purposes within the growth strategy of a parent company.

    Concentric Diversification

    Concentric diversification involves introducing new, related products or services that capitalise on existing capabilities or markets. This allows companies to exploit technological or marketing harmonies, leading to better market penetration and a larger customer base.

    A real-life example of concentric diversification is Apple’s expansion into wearable technology with the Apple Watch. Already a dominant player in personal computing, smartphones, and digital music players, Apple leveraged its brand reputation and tremendous resources to introduce a smartwatch to achieve the following:

    This move into wearable technology was a natural extension of its existing product lines. It capitalised on the growing market for health and fitness gadgets, demonstrating how companies can successfully diversify their offerings while staying true to their core business strengths.

    Horizontal Diversification

    Horizontal diversification is when a company introduces new products or services that do not necessarily relate to the existing lines but still cater to the established customer base. This strategy can quickly increase a company’s footprint by staying within its core remit.

    Amazon.com is a clear example of horizontal diversification. Initially an online bookstore, Amazon expanded its offerings to include electronics, clothing, and a wide range of consumer goods.

    This expansion into numerous product categories allowed Amazon to capitalise on its established customer base and distribution network, transforming it into a one-stop online retail giant.

    Conglomerate Diversification

    Conglomerate diversification is more risky and involves moving a business into completely unrelated business areas. It is often used to hedge against sector-specific risks, allowing the parent company to venture into new territories regardless of their connection to current business operations.

    General Electric (GE), founded initially as an electrical company focused on lighting, has transformed its business model through strategic conglomerate diversification. Over the decades, GE has expanded into industries far removed from its origins, notably aviation, healthcare, power generation, and financial services.

    This approach diversified GE’s business risks and positioned the company to capitalise on cross-industry growth opportunities, stabilising its financial outlook across economic cycles.

    Vertical Diversification

    Also known as vertical integration, this sees a company expanding into its supply chain. This strategy can control costs and improve supply chain coordination, providing more control over the production process from raw materials to final sales.

    A notable example of vertical diversification, or vertical integration, is Starbucks’ strategic approach to its supply chain.

    Traditionally, Starbucks purchased its coffee beans from various global suppliers. However, to gain more control over the quality and supply of its primary raw material, Starbucks began investing in coffee farms directly.

    By growing and processing its coffee beans, Starbucks was able to oversee the entire coffee production process—from farming and harvesting to roasting and serving the final product in stores.

    This level of control ensures consistent quality across their products. It helps stabilise supply chain costs, which can fluctuate due to market changes or external factors like weather affecting crop yields.

    This strategy exemplifies how a company can expand its operational control within its existing industry, aligning closely with its core business while optimising its end-to-end production processes.

    What are the benefits of business diversification?

    As seen in the real-life examples of business diversification, it offers several benefits, including:

    What are the drawbacks of business diversification?

    While diversification is a good strategy for targeting aggressive growth, it comes with its own set of financial risks that need careful managing, such as:

    What are the tax considerations for business diversification?

    Businesses must consider various tax implications that can affect their financial health and capital strength when diversifying. Here’s how different aspects of diversification impact a company’s tax situation.

    Capital Risk and Tax Liability

    Entering new markets or industries often requires major capital investment, such as purchasing equipment or property, which may be subject to different tax depreciations or credits.

    Market Risk and Operating Losses

    Diversification into new areas can involve substantial market risk, which might lead to initial operating losses. However, these losses can be carried forward to offset future taxable income, which could improve the company’s annual returns in the long term.

    Financial Risks and Tax Structuring

    Expanding into new business areas or geographical markets might require restructuring the business. This could involve setting up new entities or reorganising existing ones. This restructuring can minimise the tax burden and shield core assets from financial risk.

    Growth Potential and Tax Incentives

    Many governments offer tax incentives for companies that invest in certain industries or areas, like technology, green energy, or underdeveloped regions. These incentives can include reduced tax rates, credits, or deductions.

    Negative Correlation and Tax Efficiency

    If the diversified business sectors have a negative correlation in terms of performance, this can be beneficial from a tax perspective.

    For example, if losses in one sector can offset profits in another, this can lead to an overall more efficient tax rate for the entire business, stabilising financial results across various market conditions.

    Read our latest guide if you are looking to find ways to reduce corporation tax in the UK.

    Making the most out of your tax position with Tax Natives

    The complex tax landscapes of new markets or industries can only be challenging with expert guidance. This is where Tax Natives steps in—a global network of tax experts equipped to provide specialised advice tailored to your business needs – learn more about corporate tax advice in the UK.

    Whether you’re exploring aggressive growth strategies or seeking to minimise financial risks through diversification, Tax Natives connects you with a global network of professionals who can offer strategic insights to optimise your tax position and improve your company’s capital strength, no matter where your business is located.

    Get in touch with Tax Natives today to see how we can help.