An online learning course for International Tax and Transfer Pricing Professionals, In-house Counsel within Multinational Groups, and Lawyers in Private Practice. The course is listed by the UK’s Chartered Institute of Tax (CIOT) as a supplement to the ‘International Tax’ and ‘Transfer Pricing’ modules of the Advanced Diploma in International Taxation.
“Course completed and my knowledge on ICAs much increased! Really good, comprehensive and well-structured.”
– Associate Director, Business Tax
Who this course is for
This new online course has been designed for three main types of people:
- In-house legal counsel within multinational groups, who have been tasked with creating or updating the group’s intercompany agreements (ICAs), but who may not be familiar with the functionality which such agreements need to have in order for them to be tax audit-ready, and who may not be familiar with international best practice for implementing and maintaining intercompany agreements;
- Transfer pricing and tax professionals, both in-house and in private practice, who want to help the group or groups they support to achieve a robust legal implementation of their transfer pricing policies; and
- Lawyers in private practice, who have the opportunity to assist their clients with intercompany agreements, whether as a stand-alone project, or as part of a wider project or transaction, but who may not be familiar with transfer pricing or with how intercompany agreements need to differ from conventional agreements.
Overview and learning outcomes
Intercompany agreements are legal agreements which define the terms on which services, products and financial support are provided between related parties. For groups which operate internationally, intercompany agreements are the essential foundation for complying with transfer pricing regulations and for minimising the risk of double taxation or adverse TP adjustments and penalties. Intercompany agreements also play an important role in various other aspects of the operation of multinational groups, including subsidiary governance, asset protection, VAT / GST compliance, customs duties and exchange control.
This course will give you a greater understanding of:
- the role which intercompany agreements play in transfer pricing compliance and corporate governance;
- the key components of a system for creating, reviewing and maintaining intercompany agreements for multinational groups;
- contractual approaches to the allocation of risk and reward in the context of TP compliance; and
- best practice in the drafting, implementation and maintenance of intercompany agreements.
About the course provider
LCN Legal is described by the UK’s Chartered Institute of Tax as “a world leader in creating legal substance for Transfer Pricing compliance”, and this course is listed as relevant to the ‘International Tax’ and ‘Transfer Pricing’ modules of the Advanced Diploma in International Taxation’.
The course is lead by Paul Sutton, the author of the book ‘Intercompany Agreements for Transfer Pricing Compliance – A Practical Guide,’ published by Law Brief Publishing. The modules are co-presented with senior members of the team at LCN Legal who support multinational groups on their intercompany agreements on a day-to-day basis, and who also contribute to the LCN Legal Toolkit of Template Intercompany Agreements for Transfer Pricing compliance.
A 10-week online distance learning course comprised of 10 recorded webinars which are released weekly in sequence, and which participants can access and review in their own time.
Each module is between 45 and 60 minutes’ duration, and is followed by a self-assessment questionnaire so that participants can check their understanding of the course materials.
Participants can select a course start date convenient to them, commencing on or after 1 July 2019.
Additional tutor support
Course participants will have the opportunity to address questions to the presenters at any time during the period of the course. Responses will be shared (on an anonymised basis) with other course participants.
Module 1: Introduction to intercompany agreements (ICAs) and their role in TP compliance and corporate governance
- Relevant provisions of the OECD’s Transfer Pricing Guidelines
- The fundamentals of corporate and subsidiary governance
- Implications of having defective ICAs and how to identify the gaps
Module 2: Key features of an effective system of ICAs
- Starting with the end in mind: audit-ready ICAs
- A typical process for creating, reviewing and maintaining ICAs
- Non-transfer pricing issues affecting the form and content of ICAs
Module 3: Scoping projects for creating, reviewing or maintaining ICAs
- Interpreting and applying TP policies to legal structures and ICAs
- Identifying key transaction types / material intra-group supplies
- Prioritising the creation and review of ICAs
Module 4: The format and structure of ICAs
- Bilateral vs multilateral agreements
- Best practice regarding drafting styles and structure of ICAs
- The use of third party agreements for the purposes of ICAs
- Treatment of arrangements between a company and its own branch / permanent establishment
- Dealing with translations
- Applicable law
Module 5: General principles for contractual allocation of risk and reward
- The relationship between implied and express contractual terms
- Duty defining
- Ownership or control of intangible assets
- Limitation and exclusion of recourse – transfer of risk
- Indemnities and counter-indemnities
Module 6: Typical transaction types – Services
- Support services / back office services
- Agents and commissionaires
Module 7: Typical transaction types – Goods
- Key concepts: passing of risk and title, product liability and regulatory liability
- Distribution and resale
- Limited risk distributors and common mistakes
Module 8: Typical transaction types – Licensing of intellectual property
- Licenses and franchise arrangements
- Key contractual terms for intellectual property licenses
- Relationship with sale of goods and supply of services
Module 9: Typical transaction types – Loan facilities and cash pooling
- Bilateral loan agreements, loan notes and promissory notes
- Overdrafts, term loans and revolving credit facilities
- Cash pooling arrangements
Module 10: Pricing clauses
- The relationship between transfer pricing methods and pricing clauses
- ‘Agreements to agree’ and legal certainty in pricing provisions
- TP / tax adjustment clauses
- Fixed price approaches
- Cost plus approaches – cost keys and allocation keys
- Residual outcome approaches
- Royalty-type approaches
Additional benefits for attendees
Attendees will receive the following additional benefits:
- Certificate of completion, with 7.5 hours’ CPD credit
- A free e-copy of the book ‘Intercompany Agreements for Transfer Pricing Compliance – A Practical Guide’ (RRP GBP 67 plus VAT)
- 50% discount on the LCN Legal Toolkit of Template Intercompany Agreements (standard price GBP 3,850 plus VAT)
- 50% discount on a ‘traffic light’ health check review of a sample ICAs (standard price GBP 4,750 plus VAT). This review compares a sample ICA provided by you with the contractual allocation of risk and functionality implicit in the TP documentation for the relevant group, to identify discrepancies which may raise unnecessary issues in TP or tax audits.