In HMRC v Centrica Overseas Holdings Ltd [2022] EWCA Civ 1520 (18 November 2022) the Court of Appeal allowed HMRC’s appeal and disallowed expenditure on services relating to the proposed sale of a subsidiary. Although the expenditure qualified as management expenses it could not be deducted because it was capital in nature.
COHL was an intermediate holding company in the group headed by Centrica plc. It had a Dutch subsidiary Oxxio and in 2009 Centrica made a strategic decision to sell the businesses of Oxxio and its subsidiaries preferably by way of a sale of Oxxio's shares. In the event there was a partial sale by Oxxio in 2011 of the assets of its subsidiaries. Centrica incurred expenses of £3.8m during the period 2009 to 2011 paid to three firms for services relating to the transaction including financial advice finding a buyer...
