With a £50bn shortfall looming, the Chancellor may need to revisit last year’s Corporation Tax roadmap commitments.

As this year’s Autumn Budget approaches, it is an interesting time to revisit the Corporation Tax Roadmap published alongside last year’s Budget on 30 October 2024.

The roadmap sets out the government’s plans for Corporation Tax and a small number of other business taxes over the course of the parliament.

These commitments included:

• Capping the headline rate of Corporation Tax at 25% for the duration of parliament, the lowest rate in the G7.
• Retaining the small profits rate and marginal relief at current rates and thresholds.
• Maintaining the capital allowances system, including permanent full expensing and the £1 million annual investment allowance.
• Maintaining the generosity of R&D reliefs.
• Collaborating with companies on simplification and improving user experience, including HMRC’s path forward on digitisation.
• Developing a new process for increasing the tax certainty available in advance for major investments.

Almost a year later, the Chancellor is facing a significant budget shortfall that could be as high as £50 billion, driven by multiple issues including weak growth, persistent inflation, high debt interest costs and widening deficits.

The government has also committed not to raise income tax, National Insurance or VAT for working people, and to restore frozen tax thresholds in line with inflation from 2028–29.

It remains to be seen whether any of the major commitments outlined in the roadmap and in previous promises to the voting public will be rolled back.

New UK transfer pricing rules could mean more reporting and fewer exemptions for mid-sized businesses. The government is consulting on proposals to tighten compliance and align with global standards. One key change would remove the transfer pricing exemption for medium-sized enterprises, keeping it only for small businesses. Another would introduce a new reporting requirement, the International Controlled Transactions Schedule (ICTS), to give HMRC more visibility over cross-border related-party transactions. These reforms aim to curb profit shifting, protect the UK tax base and simplify the rules for those who follow them.

Transfer pricing refers to how prices are set for transactions between companies that are part of the same group, especially when these transactions cross international borders. These prices must follow the “arm’s length principle,” meaning they should reflect what unrelated companies would charge under similar circumstances. This helps ensure that profits are taxed fairly where economic activity actually takes place.

The UK government is seeking feedback on two proposed changes to its transfer pricing rules. These proposals aim to protect the UK’s tax base from multinational enterprises (MNEs) shifting profits overseas, and to bring the UK in line with global best practices.

The first proposal suggests changing the current exemption from transfer pricing rules for small and medium-sized businesses (SMEs). In particular, it proposes removing the exemption for medium-sized enterprises but keeping it for small ones. The government also wants to update definitions and thresholds to make the rules clearer and easier to follow.

The second proposal would introduce a new reporting requirement called the International Controlled Transactions Schedule (ICTS). This would require MNEs to report cross-border related-party transactions to HMRC. The information would help HMRC better assess risk, reduce audit times, and support fairer, more efficient tax compliance whilst at the same time limiting extra burdens on businesses.

Corporation Tax rises with profit levels. Marginal relief bridges the gap, easing businesses from the 19% small profits rate to the 25% main rate.

The Corporation Tax Main Rate applies to companies with profits exceeding £250,000 and is currently set at 25%. For companies with profits up to £50,000, a Small Profit Rate (SPR) of 19% is applicable.

For profits between £50,000 and £250,000, a marginal rate of Corporation Tax is used to smooth the transition between the lower and upper limits. The lower and upper thresholds are also adjusted proportionately for short accounting periods of less than 12 months and for companies with associated entities.

Marginal relief gradually increases the effective Corporation Tax rate from 19% at profits of £50,000 to 25% at profits over £250,000. To calculate the Corporation Tax due, you multiply your profits by the main rate of 25% and subtract the marginal relief. For the current 2025 fiscal year, the marginal relief fraction is 3/200.

Dissolving a company ends its legal existence — but unresolved assets become property of the Crown under bona vacantia. Directors must act carefully to settle assets and liabilities before dissolution, avoiding costly mistakes and lost opportunities.

Dissolving a company is a formal legal process that marks the end of its existence. While this process may seem straightforward, it is essential for directors and company officers to understand the legal and financial consequences that arise once a company is dissolved. In particular, in relation to outstanding assets, liabilities, and the principles of bona vacantia.

A company legally ceases to exist upon dissolution. From that point forward, it can neither undertake activities nor receive assets, including tax refunds. It is therefore the responsibility of the company's directors to ensure that all assets and liabilities are appropriately resolved prior to the dissolution taking effect.

Any assets or rights (excluding liabilities) that remain within the company at the date of dissolution automatically pass to the Crown as bona vacantia, a legal doctrine meaning “ownerless goods.” The management of bona vacantia assets is delegated to different bodies across the United Kingdom depending on the company's location, but all act on behalf of the Crown.

Importantly, only companies that have been formally dissolved fall under bona vacantia. Companies that are in the process of liquidation or being wound up are not yet subject to these rules, as they are still legally in existence. Until dissolution is complete, the company retains ownership of its assets and rights.

In certain circumstances, it may be possible to restore a dissolved company to the Companies Register if the dissolution occurred within the last six years. Restoration would reverse the effects of bona vacantia, reinstating the company’s rights to its previously held assets. However, this process can be complex, time-consuming, and should not be relied upon as a remedy for poor planning.

When claiming tax relief or capital allowances on R&D, it’s crucial to ensure activities meet strict statutory definitions. Understanding Section 437 ITA and DTI guidelines is key to securing legitimate tax benefits and avoiding costly mistakes.

An activity is generally considered as R&D if it meets two key criteria:

1. It is recognised as R&D under standard accounting practice; and
2. It satisfies the specific conditions set out in the Department of Trade and Industry (DTI) guidelines.

In addition, the definition of R&D for Capital Allowances purposes includes oil and gas exploration and appraisal activities. These are defined as operations conducted with the objective of:

• Searching for petroleum within a defined area; or
• ascertaining the characteristics, extent, or reserves of a petroleum-bearing area in order to assess the commercial viability of extraction.

The legislation also allows for the definition of R&D to be further clarified or restricted by secondary regulations made under ITA/S1006. These regulations may either designate certain activities as qualifying R&D or exclude specific activities from being treated as such.

For the purposes of Research and Development Allowances (RDA), any activity defined as R&D under ITA/S1006 regulations must be treated accordingly. Conversely, if an activity is specifically excluded by regulation, it must not be considered R&D for RDA claims.