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Clause

Ownership of records and work

The clause that says who owns the claim file: your records, the technical report, the calculations and the working papers. It decides whether you can defend the claim, or move it, without the adviser.

This page explains a common clause in general terms. It is not legal advice, and contract law differs between countries. Ask a lawyer to review your own engagement letter.

Sample clause

Written for this guide, not from any real contract

1 All documents, data and information provided by the Client remain the Client's property. 2 The technical report, calculations and working papers prepared by us are our property 3 and are licensed to the Client for the purpose of the Claim. 4 On request, and on payment of all fees due, we will provide the Client with a copy of the Claim as filed and the working papers behind it. 5 We will retain our file for seven years from the date the Claim is filed.

  1. Your own records stay yours. This should be in every letter.
  2. The adviser owns what it wrote. That is a position an adviser can fairly take; what matters is what you can have and when.
  3. A licence for the claim. Ask whether it lets you hand the papers to a new adviser or use them in a review.
  4. "On request" and "on payment of all fees due" are two conditions. A fee dispute could leave you without the papers.
  5. Retention. Check it against the period in which the tax authority can review the claim in your country.

What it means in plain English

A claim is built from your records and the adviser's work on them. This clause says who owns which. In the sample, your own documents stay yours; the technical report, calculations and working papers belong to the adviser and are licensed to you for the claim; you can have a copy of the claim as filed and the papers behind it on request, but only once all fees are paid; and the adviser keeps the file for a set period.

Why it matters: a tax authority can review the claim years after it is paid, within time limits set by law, and a review can ask for evidence.1Source 1A tax authority can review a claim after it has been paid, within time limits set by law: Internal Revenue Code section 6501 (United States); Finance Act 1998 Schedule 18 paragraphs 24 and 46, via HMRC Enquiry Manual EM1510 and Compliance Handbook CH51300 (United Kingdom); Taxes Consolidation Act 1997 section 959AA, via Revenue Notes for Guidance Part 41A (Ireland); Income Tax Act section 152(3.1) and (4) (Canada); Income Tax Assessment Act 1936 section 170, Income Tax Assessment Act 1997 section 355-705 and the ATO, Request an amendment to a business or super tax return (Australia); Tax Administration Act 1994 section 108, via Inland Revenue SPS 20/03 (New Zealand); Income Tax Act 1947 section 74 (Singapore). More detail on your country page. If the working papers sit with an adviser you have left, or are released only against payment, you may be defending a claim you cannot document. The same papers are what a new adviser needs to pick the claim up.

What to look for

A version that is easy to live with says that your records and data are yours, that you receive a complete copy of the claim as filed and the working papers behind it as a matter of course, not only on request, that nothing is withheld for unpaid fees, and that the adviser keeps its file for at least as long as the tax authority can review the claim.

A version to ask more about makes the working papers the adviser's property with no right for you to a copy, releases them only on payment of all sums due, charges for providing them, or is silent, so that you do not know what you are entitled to beyond what was filed. "Licensed for the purpose of the Claim" is fair as far as it goes; ask what it stops you doing with the papers, such as giving them to a new adviser.

Contract law differs by country, and so does what a letter can and cannot do. Ask a lawyer to review your own letter before you sign it.

Questions to ask

Sources

  1. A tax authority can review a claim after it has been paid, within time limits set by law: Internal Revenue Code section 6501 (United States); Finance Act 1998 Schedule 18 paragraphs 24 and 46, via HMRC Enquiry Manual EM1510 and Compliance Handbook CH51300 (United Kingdom); Taxes Consolidation Act 1997 section 959AA, via Revenue Notes for Guidance Part 41A (Ireland); Income Tax Act section 152(3.1) and (4) (Canada); Income Tax Assessment Act 1936 section 170, Income Tax Assessment Act 1997 section 355-705 and the ATO, Request an amendment to a business or super tax return (Australia); Tax Administration Act 1994 section 108, via Inland Revenue SPS 20/03 (New Zealand); Income Tax Act 1947 section 74 (Singapore). More detail on your country page.  Back

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