776 Transactions in land: taxation of capital gains.U.K.
(1)This section is enacted to prevent the avoidance of tax by [companies] concerned with land or the development of land.
(2)This section applies wherever—
(a)land, or any property deriving its value from land, is acquired with the sole or main object of realising a gain from disposing of the land; or
(b)land is held as trading stock; or
(c)land is developed with the sole or main object of realising a gain from disposing of the land when developed;
and any gain of a capital nature is obtained from the disposal of the land—
(i)by the person acquiring, holding or developing the land, or by any connected person, or
(ii)where any arrangement or scheme is effected as respects the land which enables a gain to be realised by any indirect method, or by any series of transactions, by any person who is a party to, or concerned in, the arrangement or scheme;
and this subsection applies whether any such person obtains the gain for himself or for any other person.
[(3)Where this section applies, then, subject to the following provisions of this section, the company by which any such gain is realised shall be chargeable to corporation tax, for the accounting period in which the gain is realised, on the whole of the gain.
(3A)The charge under subsection (3) has effect as an application of the charge to corporation tax on income.]
[(3B). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]
(4)For the purposes of this section—
(a)land is disposed of if, by any one or more transactions, or by any arrangement or scheme, whether concerning the land or property deriving its value from the land, the property in the land, or control over the land, is effectually disposed of; and
(b)references in subsection (2) above to the acquisition or development of property with the sole or main object of realising the gain from disposing of the land shall be construed accordingly.
(5)For those purposes—
(a)where, whether by a premature sale or otherwise, a person directly or indirectly transmits the opportunity of making a gain to another person, that other person’s gain is obtained for him by the first-mentioned person; and
(b)any number of transactions may be regarded as constituting a single arrangement or scheme if a common purpose can be discerned in them, or if there is other sufficient evidence of a common purpose.
(6)For the purposes of this section, such method of computing a gain shall be adopted as is just and reasonable in the circumstances, taking into account the value of what is obtained for disposing of the land, and allowing only such expenses as are attributable to the land disposed of; and in applying this subsection—
(a)where a freehold is acquired and the reversion is retained on disposal, account may be taken of the way in which the [profits] under . . . [Part 3 of CTA 2009] of a [company] dealing in land are computed in such a case; or
(b)account may be taken of the adjustments to be made in computing such [profits] under [. . . [section 136 of CTA 2009]].
(7)Subsection (2)(c) above shall not apply to so much of any gain as is fairly attributable to the period, if any, before the intention to develop the land was formed, and which would not fall under paragraph (a) or (b) of that subsection; and in applying this subsection account shall be taken of the treatment under . . . [Part 3 of CTA 2009] of a [company which] appropriates land as trading stock.
(8)If all or any part of the gain accruing to any person is derived from value, or an opportunity of realising a gain, provided directly or indirectly by [another person which is a company], whether or not put at the disposal of the first-mentioned person, subsection [(3)] above shall apply to the gain, or that part of it, with the substitution of [that company] for the person by whom the gain was realised.
(9). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10)Where—
(a)there is a disposal of shares in—
(i)a company which holds land as trading stock; or
(ii)a company which owns directly or indirectly 90 per cent. or more of the ordinary share capital of another company which holds land as trading stock; and
(b)all the land so held is disposed of—
(i)in the normal course of its trade by the company which held it, and
(ii)so as to procure that all opportunity of profit in respect of the land arises to that company,
then this section shall not by virtue of subsection (2)(i) above apply to any gain to the holder of shares as being a gain on property deriving value from that land (but without prejudice to any liability under subsection (2)(ii) above).
(11)Where a [company][which] considers that paragraph (a) or (c) of subsection (2) above may apply as respects a gain of a capital nature which that [company] has obtained from the disposal of land, or which [it] would obtain from a proposed disposal of land, supplies to the inspector to whom [it] makes [its] return of income written particulars showing how the gain has arisen or would arise—
(a)the inspector shall, within 30 days from his receipt of the particulars, notify that [company] whether or not he is satisfied that, in the circumstances as described in the particulars, the gain will not, or would not, be chargeable to tax on that [company] under this section; and
(b)if the inspector notifies that [company] that he is so satisfied, the gain shall not be chargeable on that [company] under this section.
(12)If the particulars given under this section with respect to the gain are not such as to make full and accurate disclosure of all facts and considerations relating thereto which are material to be known to the inspector, any notification given by the inspector under subsection (11) above shall be void.
(13)In this section—
(a)references to the land include references to all or any part of the land, and “land” includes buildings, and any estate or interest in land or buildings;
(b)references to property deriving its value from land include—
(i)any shareholding in a company, or any partnership interest, or any interest in settled property, deriving its value directly or indirectly from land, and
(ii)any option, consent or embargo affecting the disposition of land;
and for the purposes of this section any question whether a person is connected with another shall be determined in accordance with section 839.
(14)This section shall apply to all persons, whether resident in the United Kingdom or not, if all or any part of the land in question is situated in the United Kingdom.
Textual Amendments
Marginal Citations