TC09562 - [2025] UKFTT 00762 (TC)

Fecha: 23-May-2025

“Partial closure notice (PCN)

“Partial closure notice (PCN)

HMRC's position in relation to the degrouping issue has remained unchanged since July 2016. Further, as indicated above, on 6 February 2018 the Tax Assurance Commissioner instructed the case team to issue a PCN in respect of a degrouping charge.

We delayed issuing a PCN in case we were persuaded by your further arguments or in the event that the proposal put forward in your letter dated 4 June 2018 was acceptable. This has not been the case and so we now intend to proceed by way of a PCN.

As part of the process of issuing a PCN, it is necessary to determine if it is to be issued with or without the agreement of the recipient of the Notice. To this end could you please let me know by 28 September 2018 whether or not you agree with HMRC's intention to issue a PCN.

Please note that agreement to the process of issuing a PCN does not mean that you are unable to appeal against the decision within the PCN but only that you agree that we have now reached an impasse on this specific matter and the next step, should you disagree with the decision itself, will be to proceed towards litigation. For the avoidance of doubt the sole matter on which HMRC would seek to issue a PCN is the application of s179 TCGA 1992 to the goodwill of the Businesses as a result of the 30 June 2008 merger.

Other matters relating to CPW and BBUKCP

We stress that we are keen to continue our engagement on the related other matter still ongoing in CPW and [BBUK], in particular, in the event of a degrouping charge applying, what the accounting and subsequent tax treatment of the £50.8m `consideration' received by CPW from [BBUK] should be treated as in both CPW and [BBUK]. However we maintain that this can be separated from the degrouping charge itself which we now seek to bring to a resolution. In terms of the `other matter' though we seek your confirmation that you wish to continue to engage with us.”

50.

In the “Next steps” section which then followed, Officer Lake summarised the Respondents’ position by specifying that:

(1)

“issue c)” was whether or not Dixons agreed to the issue of the PCN; and

(2)

“issue d)” was “confirmation or otherwise that you wish to continue to collaboratively engage on the issue described in “Other matters relating to CPW and [BBUK]”.

51.

Ms Sankla replied to Officer Lake on 10 September 2018. In that letter, Ms Sankla raised a further question in relation to c) which she wanted answered before agreeing to the issue of the PCN and then, in relation to d), said as follows:

“We confirm that we wish to collaboratively engage with HMRC regarding the 'other matter.' We understand that there has already been much information provided to HMRC, therefore please let us know what further evidence you require. It would also be useful to understand HMRC's current technical position —i.e. in the event a degrouping charge did apply, HMRC's view of the accounting and tax treatment of the £50.8m consideration received by CPW from [BBUK]. (For the avoidance of doubt, Dixons Carphone maintains that a degrouping charge did not apply).”

discussion

Common ground