PFIC and CFC Sample Clauses
The PFIC and CFC clause addresses the identification and management of investments in entities classified as Passive Foreign Investment Companies (PFICs) or Controlled Foreign Corporations (CFCs) under U.S. tax law. This clause typically requires parties to disclose if any investment or holding could be considered a PFIC or CFC, and may obligate them to provide relevant information or take certain actions to mitigate adverse tax consequences. Its core function is to ensure compliance with complex U.S. tax regulations, thereby preventing unexpected tax liabilities and reporting obligations for U.S. investors or entities involved in cross-border transactions.
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PFIC and CFC. The Company expects not to be a “passive foreign investment company” within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended, for its current taxable year ending December 31, 2020, or for the foreseeable future. The Company is not a “controlled foreign corporation”, as defined in the Internal Revenue Code of 1986, as amended.
PFIC and CFC. 16.1 Notwithstanding any other provisions of this Agreement or the Articles to the contrary and without prejudice to the rights of BVP pursuant to clause 5 and Article 5.5 of the Articles:
(a) the Company shall not, and the Founder shall procure that the Company shall not, without the prior written consent of BVP, issue or allot any Shares to any person if following such issue or allotment the Company, in the reasonable opinion of counsel or accountants appointed by BVP, would be a CFC with respect to the Shares held by BVP;
(b) no later than two (2) months following the end of each Company taxable year, the Company shall provide the following information to BVP: (i) the Company’s capitalisation table as of the end of the last day of such taxable year and (ii) a report regarding the Company’s status as a CFC. In addition, the Company shall provide BVP with access to such other Company information as may reasonably be required by BVP to determine the Company’s status as a CFC to determine whether BVP is required to report its pro rata portion of the Company’s Subpart F Income on its United States federal income tax return, or to allow BVP to otherwise comply with applicable United States federal income tax laws;
(c) the Company shall make due inquiry with its tax advisors on at least an annual basis regarding its status as a CFC and regarding whether any portion of the Company’s income is Subpart F Income. In the event that the Company is, in the reasonable opinion of the Company’s tax advisors or of counsel or accountants appointed by BVP, a CFC with respect to the Shares held by BVP, the Company shall and the Founder shall procure that the Company shall use reasonable endeavours to ensure that it minimises, to the extent practicable, any Subpart F Income;
(d) the Company shall use its reasonable endeavours to avoid being a PFIC. The Company shall make due inquiry with its tax advisors on at least an annual basis regarding its status as a PFIC, and if the Company is informed by its tax advisors that it has become a PFIC, or that there is a likelihood of the Company being classified as a PFIC for any taxable year, the Company shall promptly notify BVP of such status or risk, as the case may be. In the event that BVP notifies the Company in writing that it has made a QEF Election, the Company shall and the Founder shall procure that the Company shall:
(i) as soon as reasonably practicable following the end of each taxable year of the Company (but in no event...
PFIC and CFC. (i) Immediately after the Series B1 Closing, the Company will not be a CFC. The Company shall make due inquiry with its tax advisors on at least an annual basis regarding the Company’s status as a CFC and regarding whether any portion of the Company’s income is “subpart F income” (as defined in Section 952 of the Code) (“Subpart F Income”). Each Series A Investor shall reasonably cooperate with the Company to provide information about such Series A Investor and such Series A Investor’s Partners in order to enable the Company’s tax advisors to determine the status of such Series A Investor and/or any of such Series A Investor’s Partners as a “United States Shareholder” within the meaning of Section 951(b) of the Code. No later than 60 days following the end of each Company taxable year, the Company shall provide the following information to the Investors: (i) the Company’s capitalization table as of the end of the last day of such taxable year and (ii) a report regarding the Company’s status as a CFC. In addition, the Company shall provide the Investors with access to such other Company information as may be necessary for the Investors to determine the Company’s status as a CFC and to determine whether Series A Investor or any of the Investor’s Partners is required to report its pro rata portion of the Company’s Subpart F Income on its United States federal income tax return, or to allow such Investor or such Investor’s Partners to otherwise comply with applicable United States federal income tax laws. For purposes of the foregoing as well as the representations contained in this Section 19.15, (i) the term “Investor’s Partners” shall mean each of the Investor’s partners and any direct or indirect equity owners of such partners, and (iii) the “Company” shall mean the Company and any of the Group Companies.
PFIC and CFC. As of December 31, 2024, the Company was not a “passive foreign investment company,” as such term is defined in the Code (“PFIC”), and immediately after the offering and sale of the Subscribed Notes, less than 50% of the Company’s assets will be classified as assets that produce, or are held for the production of, passive income for the purpose of Section 1297 of the Code and the rules, regulations and administrative pronouncements relating thereto, including cash. If the Company determines it is a PFIC, then for so long as the Company is a PFIC upon the request of any Subscriber at any time and from time to time, the Company will promptly provide the information necessary for such Subscriber to make a Qualified Electing Fund (QEF) Election with respect to the Company and will cause each direct and indirect Subsidiary that the Company controls that is a PFIC to provide such information with respect to such Subsidiary. Neither the Company nor any Subsidiary is, and, after giving effect to the offering and sale of the Subscribed Notes, none of them will be, a “controlled foreign corporation” as defined by the Code.
PFIC and CFC. The Company was a “passive foreign investment company” (“PFIC”) within the meaning of Section 1297 of the Code for the taxable year ended December 31, 2021 and expects that it may be a PFIC for the current taxable year. To the Company’s knowledge, based solely upon the record ownership of shares, and without regard to the beneficial ownership of shares held in street name, and any indirect or constructive ownership by U.S, Persons pursuant Section 958 of the Code not actually disclosed to the Company, the Company is not a “controlled foreign corporation” as defined in the Code.
PFIC and CFC. The Company was a “passive foreign investment company” (“PFIC”) within the meaning of Section 1297 of the Code for the taxable year ended December 31, 2020 and expects that it may be a PFIC for the current taxable year. To the Company’s knowledge, based solely upon the record ownership of shares, and without regard to the beneficial ownership of shares held in street name, the option to acquire shares granted hereunder to the underwriters, and any indirect or constructive ownership by U.S, Persons pursuant Section 958 of the Code not actually disclosed to the Company, the Company is not a “controlled foreign corporation” as defined in the Code.
PFIC and CFC. The Company shall not be, after giving effect to the transactions contemplated hereby in this Agreement and in any other Operative Agreements, and shall use the best efforts to avoid being classified as, a “passive foreign investment company” or a “controlled foreign corporation” as defined in the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.