Who must publish a strategy
You’ll need to publish a tax strategy if you’re a group, sub-group, company or partnership, and in your previous financial year you have:
- turnover above £200 million
- balance sheet over £2 billion
UK companies or groups that are part of a Multi-National Enterprise (MNE) group that meets the Organisation for Economic Co-operation and Development’s (OECD’s) ‘Country-by-Country Reporting’ framework threshold of global turnover over €750 million also need to publish a strategy.
A company or sub-group only has to publish its own tax strategy if it’s not covered by a published strategy at a higher level.
A group is a MNE group or a non-MNE group, depending on the tax residence of its parent company, subsidiaries or permanent establishments.
A UK permanent establishment of a non-UK incorporated business is treated as if it were a UK company, and a member of any UK group or sub-group that the non-UK incorporated business is a member of.
The ultimate parent is a UK corporate body.
Foreign groups and UK sub-groups
The ultimate parent is not in the UK.
If a foreign group has UK subsidiaries all under a UK intermediate parent, together they will be a UK sub-group.
A foreign group can have more than one UK sub-group. The head of each sub-group is the UK company that’s not a 51% subsidiary of another member of the sub-group.
Each UK sub-group of a qualifying foreign group must publish a tax strategy.
A foreign group can also have more than one UK subsidiary that’s not under a UK intermediate parent. If the UK companies and branches are part of the same qualifying foreign group (‘sister companies’) they must each publish a tax strategy.
A MNE has the same meaning as in the OECD Model Legislation in the OECD Country by Country Reporting Implementation Package.
- multiple corporate bodies that are tax resident in different jurisdictions
- a corporate body that’s resident in one jurisdiction and is subject to tax on business carried out using a permanent establishment in another jurisdiction – either jurisdiction can be in the UK
A non-MNE group is made up of 2 or more UK companies or corporate bodies (not including Limited Liability Partnerships) where there’s a 51% parent/subsidiary relationship.
Companies in a group that do not have the same financial year end
Grouped companies must aggregate UK turnover and/or balance sheet assets to decide if they meet the qualifying conditions.
When a company or UK permanent establishment within a group does not have the same financial year end as the head of the group, include the turnover and/or balance sheet figures from their latest financial year which ends before the head company’s when aggregating.
Do not pro-rata turnover figures for overlapping periods.
The head company of a UK group has a financial year that ends on 31 December 2017 with turnover of £150 million.
It has one UK subsidiary with a financial year that ends on 31 March 2017, with turnover of £80 million.
The group aggregated turnover for the financial year that ends on 31 December 2017 is £230 million, so a group tax strategy must be published for the financial year ending 31 December 2018.
A qualifying individual company has to publish its own tax strategy if it’s not a member of a UK group or UK sub-group.
Open-ended investment companies and investment trusts do not need to publish a tax strategy.
A qualifying partnership has to publish its tax strategy if it’s a:
- partnership within the meaning of the Partnership Act 1890
- limited partnership registered under the Limited Partnerships Act 1907
- limited liability partnership incorporated in the UK under the Limited Liability Partnerships Act 2000
Different strategies within a group
If different parts of a group or UK sub-group have different tax strategies then separate strategies must be published. Each strategy should make it clear which entity or entities it covers.
Where there’s a separate requirement for a number of UK sub-groups or sister companies to publish a strategy, HMRC will accept one strategy if the entities which it covers are clearly identified in it.
Who’s responsible for publishing the strategy
Your business is responsible for deciding if it meets the requirements for publishing a tax strategy.
The UK head of the group is responsible for making sure the group tax strategy which covers all the members of the group is published.
The strategy can be published by any of the UK entities.
Foreign groups with UK sub-groups
The head of each UK sub-group is responsible for publishing a UK sub-group tax strategy.
It must cover all UK companies and UK branches which are members of the UK sub-group.
The strategy can be published by any of the UK companies that are members of the foreign group.
Foreign groups with UK sister companies
If a UK subsidiary is owned directly by a foreign parent without a UK intermediate parent each individual UK subsidiary is responsible for publishing its own tax strategy as a qualifying company. This applies even if the individual company would not be large enough to be a qualifying company on its own.
Depending on the structure of the qualifying foreign group, it’s possible that a number of sub-groups and/or sister companies (including UK branches) will each have to publish their own tax strategy.
The company is responsible for publishing its tax strategy.
The nominated partner is responsible for making sure the partnership’s tax strategy is published.
What must be in your strategy
Your tax strategy should be approved by your Board of Directors, be in line with the overall strategy and operation of your business and include:
It does not need to include the amounts of taxes and duties paid as part of your tax strategy, or information that might be commercially sensitive.
How your business manages UK tax risks
Include all information that demonstrates your business’s approach to risk management and governance. This may include, but is not limited to:
- how your business identifies and reduces inherent tax risk due to the size, complexity and extent of change in the business
- the governance framework you use to manage tax risk
- the levels of oversight and involvement of the Board of Directors
- a high level description of any key roles, responsibilities, systems and controls in place to manage tax risk
Your business’s attitude to tax planning
Outline your business’s attitude towards tax planning and give details relating to UK taxation. Also include all information regarding the approach your business has towards to tax planning, including:
- details of any code of conduct your business has for tax planning
- an outline of what influences your business’s tax planning and how this affects your tax strategy
- your approach to structuring tax planning
- an explanation of why you might seek external tax planning advice
The level of risk your business is prepared to accept for UK taxation
- what levels of risk your business is prepared to accept, and give details of the internal governance process for measuring this
- the influence relevant stakeholders have
How your business works with HMRC
Explain how your business deals with HMRC. We may already know this but it must still be included in the document. It may include (but is not limited to):
- an explanation of how the business works with HMRC to meet statutory and legislative tax requirements
- how the business works to be transparent with HMRC on current, future and past tax risks across all relevant taxes and duties
Where to publish your strategy
Your tax strategy must be published on the internet and be available free of charge.
A member of the public should be able to easily find the tax strategy by browsing your business’s website, or searching online.
Your report can be:
- part of a larger document (such as an annual report)
- a separate document
- published in other formats, as well as online (for example, in print)
If the entity that needs to publish doesn’t have a website, the tax strategy should still be available for free on the internet on:
- it’s foreign parent company’s website
- any other subsidiary’s website
- another website, as agreed by your Customer Compliance Manager or other contact in HMRC
When your strategy must be published
You must publish a tax strategy for each of your financial years starting after 15 September 2016 when your business meets the qualifying conditions.
Your latest strategy must be available to the public free of charge, until the following year’s strategy has been published.
HMRC will check if you’ve published a tax strategy, but won’t contact you to confirm it has done so.
Time limit for publishing for the first time
If your business first meets the conditions in the previous financial year a tax strategy must be published before the end of the current financial year.
For example, if your financial year when your business first met the qualifying conditions ended on 31 March 2018 your first tax strategy should be published before the end of your financial year starting on 1 April 2018.
Time limit for publishing later strategies
Once a strategy has been published for the first time a new one must be published in the next financial year or within 15 months, whichever is sooner.
For example, if your business published its first tax strategy on 20 March 2018 and the next financial year ends on 31 March 2019, it must publish it in that financial year. However if the next financial year is extended to 30 September 2019, it must publish its second strategy by 20 June 2019.
If you no longer meet the requirements to publish
Your business does not have to publish a tax strategy for a year when it no longer qualifies, but the last tax strategy that it published must remain accessible for free for at least a year from the date it was published.
If you can’t publish the strategy by the date it’s due
You should contact your Customer Compliance Manager (or other contact in HMRC) if you think you may not be able to publish a tax strategy before it’s due, or if it can’t be accessed by the public for free.
HMRC may give an extension in certain circumstances.
When to publish future strategies
If your strategy has not changed, you still need to republish it in each financial year and make it clear which year it relates to.
It’s up to you to decide how you review the strategy each year.
You may have to pay a penalty if you meet the requirements to publish a strategy and:
- do not publish one
- publish a strategy that does not include all relevant information
- do not make sure a published strategy remains available for free for the appropriate period
The penalty will be charged on the entity that’s responsible for making sure the strategy is published, this could be the:
- head of the qualifying UK group
- head of the UK sub-group
- sister company in a foreign group
- individual UK company or partnership
Before we charge a penalty, we’ll issue a non-statutory warning notice for you to publish a compliant strategy within 30 days. This notice is not a formal time extension, but you won’t get a penalty if you publish a compliant tax strategy within 30 days of it being issued.
HMRC intends to review if it’s still appropriate to continue to issue non-statutory warning notices.
Penalties for failing to publish a compliant strategy run from the first day after the date by which the strategy should have been published and you may be charged:
- a £7,500 penalty for not publishing a strategy
- a second £7,500 penalty if the strategy has not been published 6 months after it should have been
- another £7,500 penalty for each following month until the strategy is published
Penalty assessment time limits
HMRC must make a penalty assessment within 6 months of finding out that you have not complied with the legislation.
The final deadline for making a penalty assessment is 6 years after the end of the financial year when the strategy should have been published.
How to appeal against a penalty assessment
You can appeal in writing against a HMRC penalty assessment within 30 days of it being issued by HMRC.
Find out more about how to disagree with a tax decision.