- Y Diweddaraf sydd Ar Gael (Diwygiedig)
- Pwynt Penodol mewn Amser (08/04/2014)
- Gwreiddiol (Fel y'i Deddfwyd)
Version Superseded: 18/11/2015
Point in time view as at 08/04/2014.
There are currently no known outstanding effects for the Income Tax Act 2007, Cross Heading: Acquisitions for restructuring purposes.
Revised legislation carried on this site may not be fully up to date. At the current time any known changes or effects made by subsequent legislation have been applied to the text of the legislation you are viewing by the editorial team. Please see ‘Frequently Asked Questions’ for details regarding the timescales for which new effects are identified and recorded on this site.
(1)Section 327 applies if—
(a)arrangements are made for a company (“the new company”) to acquire all the shares (“old shares”) in another company (“the old company”),
(b)the acquisition provided for by the arrangements falls within subsection (2), and
(c)the Commissioners for Her Majesty's Revenue and Customs have, before any exchange of shares takes place under the arrangements, given an approval notification.
(2)An acquisition of shares falls within this subsection if—
(a)the consideration for the old shares consists wholly of the issue of shares (“new shares”) in the new company,
(b)new shares are issued in consideration of old shares only at times when there are no issued shares in the new company other than subscriber shares and new shares previously issued in consideration of old shares,
(c)the consideration for new shares of each description consists wholly of old shares of the corresponding description, and
(d)new shares of each description are issued to the holders of old shares of the corresponding description in respect of, and in proportion to, their holdings.
(3)For the purposes of subsection (1)(c) an approval notification is one which, on the application of either the old company or the new company, is given to the applicant company and states that the Commissioners for Her Majesty's Revenue and Customs are satisfied that the exchange of shares under the arrangements—
(a)will be effected for genuine commercial reasons, and
(b)will not form part of any such scheme or arrangements as are mentioned in section 137(1) of TCGA 1992 (schemes with avoidance purposes).
(4)Nothing in section 327 treats any of the requirements of Chapter 4 as being met in relation to any new shares unless the matching old shares were first issued to the company holding them and have been held by that company from the time when they were issued until they are acquired by the new company.
(5)If, at any time after the arrangements first came into existence and before the new company acquired all the old shares, the arrangements—
(a)cease to be arrangements for the acquisition of all the old shares by the new company, or
(b)cease to be arrangements for an acquisition falling within subsection (2),
section 327 does not treat any requirement of Chapter 4 as being met, and subsection (8) of that section does not apply, in the case of any new shares at any time after the arrangements have so ceased.
(1)If this section applies, subsections (2) to (8) have effect to determine the extent to which, and the times for which, the requirements of the following provisions of Chapter 4 are met in relation to the new shares—
section 287 (the maximum qualifying investment requirement),
section 289 (the proportion of eligible shares requirement),
section 290 (the trading requirement),
section 291 (the carrying on of a qualifying activity requirement),
section 293 (the use of the money raised requirement),
section 294 (the relevant company to carry on the relevant qualifying activity requirement),
section 296 (the control and independence requirement), F1...
section 297 (the gross assets requirement)[F2, and
section 297A (the number of employees requirement). ]
(2)If the requirements of sections 290 and 291 were met in relation to the old company and any old shares immediately before the beginning of the period for giving effect to the arrangements, then (so far as it would not otherwise be the case) those requirements are treated as being met in relation to the new company and the matching new shares at all times which—
(a)fall in that period, and
(b)do not fall after a time when (apart from the arrangements) those requirements would have ceased by virtue of—
(i)section 291(4) or (5), or
(ii)any cessation of a trade by any company,
to be met in relation to the old company and the matching old shares.
(3)For the purposes of section 291, the period of two years mentioned in subsection (4) of that section is treated, in the case of any new shares, as expiring at the same time as it would have expired (or by virtue of this subsection would have been treated as expiring) in the case of the matching old shares.
(4)Subject to subsection (5), if—
(a)there is an exchange under the arrangements of any new shares for any old shares, and
(b)those old shares are shares in relation to which the requirements of sections 293, 294[F3, 297 and 297A] were (or were treated as being) met to any extent immediately before the exchange,
those requirements are to be treated, at all times after that time, as met to the same extent in relation to the matching new shares.
(5)If there is a time following any exchange under the arrangements of any new shares for any old shares when (apart from the arrangements) the requirement of section 293 would have ceased under—
(a)subsection (1) of that section, or
(b)this subsection,
to be met in relation to those old shares, that requirement ceases at that time to be met in relation to the matching new shares.
(6)For the purposes of section 287, any new shares acquired under the arrangements are to be treated as representing an investment which—
(a)raised the same amount of money as was raised (or, by virtue of this subsection, is treated as having been raised) by the issue of the matching old shares, and
(b)raised that amount by an issue of shares in the new company made at the time when the issue of the matching old shares took place (or, as the case may be, is treated as having taken place).
(7)In determining whether the requirements of section 296 are met in relation to the old company or the new company at a time in the period for giving effect to the arrangements, ignore both—
(a)the arrangements themselves, and
(b)any exchange of new shares for old shares that has already taken place under the arrangements.
(8)For the purposes of section 289, the value of the new shares, both—
(a)immediately after the time of their acquisition, and
(b)immediately after the time of any subsequent relevant event occurring by virtue of the arrangements,
is to be taken to be the same as the value, when last valued in accordance with that section, of the old shares for which they are exchanged.
Textual Amendments
F1Word in s. 327(1) repealed (19.7.2007) by Finance Act 2007 (c. 11), Sch. 27 Pt. 2(16)
F2Words in s. 327(1) inserted (retrospective to 6.4.2007) by Finance Act 2007 (c. 11), Sch. 16 para. 3(4)(a), (5) (with Sch. 16 para. 3(6)(7))
F3Words in s. 327(4)(b) substituted (retrospective to 6.4.2007) by Finance Act 2007 (c. 11), Sch. 16 para. 3(4)(b)(5) (with Sch. 16 para. 3(6)(7))
(1)Subject to subsection (2), references in sections 326 and 327 and this section, except in the expression “subscriber shares”, to shares in a company include references to any securities of that company.
(2)For the purposes of subsection (1) a relevant security of the old company is not to be treated as a security of the old company if—
(a)the arrangements do not provide for the acquisition of the security by the new company, or
(b)such treatment prevents section 326(1)(b) from being met in connection with the arrangements.
(3)In subsection (2) “relevant security” means an instrument which is a security for the purposes of Chapter 4 merely because of section 285(2).
(4)References in section 327 to the period for giving effect to the arrangements are references to the period which—
(a)begins with the time when the arrangements first came into existence, and
(b)ends with the time when the new company completes its acquisition under the arrangements of all the old shares.
(5)For the purposes of sections 326 and 327 and this section—
(a)old shares and new shares are of a corresponding description if, were they shares in the same company, they would be of the same description, and
(b)old shares and new shares are matching shares in relation to each other if the old shares are the shares for which the new shares are exchanged under the arrangements.
The Whole Act you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Whole Act you have selected contains over 200 provisions and might take some time to download.
Would you like to continue?
The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download.
Would you like to continue?
Y Ddeddf Gyfan you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
Y Ddeddf Gyfan heb Atodlenni you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
Y Rhestrau you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
Y Diweddaraf sydd Ar Gael (diwygiedig):Y fersiwn ddiweddaraf sydd ar gael o’r ddeddfwriaeth yn cynnwys newidiadau a wnaed gan ddeddfwriaeth ddilynol ac wedi eu gweithredu gan ein tîm golygyddol. Gellir gweld y newidiadau nad ydym wedi eu gweithredu i’r testun eto yn yr ardal ‘Newidiadau i Ddeddfwriaeth’.
Gwreiddiol (Fel y’i Deddfwyd neu y’i Gwnaed): Mae'r wreiddiol fersiwn y ddeddfwriaeth fel ag yr oedd pan gafodd ei deddfu neu eu gwneud. Ni wnaed unrhyw newidiadau i’r testun.
Pwynt Penodol mewn Amser: This becomes available after navigating to view revised legislation as it stood at a certain point in time via Advanced Features > Show Timeline of Changes or via a point in time advanced search.
Rhychwant ddaearyddol: Indicates the geographical area that this provision applies to. For further information see ‘Frequently Asked Questions’.
Dangos Llinell Amser Newidiadau: See how this legislation has or could change over time. Turning this feature on will show extra navigation options to go to these specific points in time. Return to the latest available version by using the controls above in the What Version box.
Testun a grëwyd gan yr adran o’r llywodraeth oedd yn gyfrifol am destun y Ddeddf i esbonio beth mae’r Ddeddf yn ceisio ei wneud ac i wneud y Ddeddf yn hygyrch i ddarllenwyr nad oes ganddynt gymhwyster cyfreithiol. Cyflwynwyd Nodiadau Esboniadol ym 1999 ac maent yn cyd-fynd â phob Deddf Gyhoeddus ac eithrio Deddfau Adfeddiannu, Cronfa Gyfunol, Cyllid a Chyfnerthiad.
Gallwch wneud defnydd o ddogfennau atodol hanfodol a gwybodaeth ar gyfer yr eitem ddeddfwriaeth o’r tab hwn. Yn ddibynnol ar yr eitem ddeddfwriaeth sydd i’w gweld, gallai hyn gynnwys:
This timeline shows the different points in time where a change occurred. The dates will coincide with the earliest date on which the change (e.g an insertion, a repeal or a substitution) that was applied came into force. The first date in the timeline will usually be the earliest date when the provision came into force. In some cases the first date is 01/02/1991 (or for Northern Ireland legislation 01/01/2006). This date is our basedate. No versions before this date are available. For further information see the Editorial Practice Guide and Glossary under Help.
Defnyddiwch y ddewislen hon i agor dogfennau hanfodol sy’n cyd-fynd â’r ddeddfwriaeth a gwybodaeth am yr eitem hon o ddeddfwriaeth. Gan ddibynnu ar yr eitem o ddeddfwriaeth sy’n cael ei gweld gall hyn gynnwys:
liciwch ‘Gweld Mwy’ neu ddewis ‘Rhagor o Adnoddau’ am wybodaeth ychwanegol gan gynnwys