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Part IVU.K. Shares, securities, options etc.

Modifications etc. (not altering text)

C1Pt. IV: power to modify conferred (7.4.2005) by Finance Act 2005 (c. 7), s. 21(8)-(10)

Chapter IIU.K. Reorganisation of share capital, conversion of securities etc.

Modifications etc. (not altering text)

C2Pt. IV Ch. II modified (1.1.1999) by The European Single Currency (Taxes) Regulations 1998 (S.I. 1998/3177), regs. 1, 39

C3Pt. IV Ch. II modified (with effect in accordance with s. 63(4) of the amending Act) by Finance Act 2000 (c. 17), Sch. 15 para. 88

[F1Transparent entities: disapplication of reliefs related to Mergers DirectiveU.K.

Textual Amendments

F1Ss. 140H-140L and cross-heading inserted (with effect in accordance with reg. 3(3) of the amending S.I.) by The Corporation Tax (Implementation of the Mergers Directive) Regulations 2007 (S.I. 2007/3186), reg. 1(2), Sch. 3 para. 1 (with S.I. 2008/1579, reg. 4(2))

140H.Share exchangesU.K.

(1)This section applies if—

(a)a company (“company B”) issues shares or debentures to a person in exchange for shares in or debentures of another company (“company A”),

(b)the exchange falls within one of the cases specified in section 135(2), and

(c)either company B or company A or both is a transparent entity.

(2)Where this section applies—

(a)“company” in section 135 shall be treated as meaning an entity listed in [F2Part A of Annex I] to the Mergers Directive, and

(b)section 135(3) does not apply.

(3)If, as a result of an exchange in relation to which this section applies, a gain accruing to a person holding shares in or debentures of company A on the exchange would, but for the Mergers Directive, have been chargeable to tax under the law of a member State F3..., [F4Part 2 of TIOPA 2010] (double taxation relief), including any [F5double taxation relief arrangements], shall apply as if that tax, calculated in accordance with subsection (4), had been chargeable.

(4)Tax is calculated in accordance with this subsection if—

(a)so far as permitted under the law of the relevant member State, losses arising on the exchange are set against gains arising on the exchange, and

(b)any relief available to company A under that law has been claimed.

Textual Amendments

F4Words in s. 140H(3) substituted (with effect in accordance with s. 381(1) of the amending Act) by Taxation (International and Other Provisions) Act 2010 (c. 8), s. 381(1), Sch. 8 para. 44(a) (with Sch. 9 paras. 1-9, 22)

F5Words in s. 140H(3) substituted (with effect in accordance with s. 381(1) of the amending Act) by Taxation (International and Other Provisions) Act 2010 (c. 8), s. 381(1), Sch. 8 para. 44(b) (with Sch. 9 paras. 1-9, 22)

140I.Division of business or transfer of assetsU.K.

(1)This section applies in relation to a transfer of a business, or part of a business, where—

(a)the transfer is of a kind [F6mentioned in section 140A(1) or (1A) (or which would be of such a kind] if the business, or the part of the business, transferred were carried on by the transferor in the United Kingdom and the condition mentioned in section 140A(1)(e) were satisfied in relation to the transferee, or each of the transferees), and

(b)either the transferor or the transferee, or one of the transferees, is a transparent entity.

(2)Where this section applies—

(a)if the transferor is a transparent entity, sections 140A and 140DA do not apply in relation to the transfer;

(b)if a transferee is a transparent entity, section 140DA does not apply in relation to the transfer to it.

(3)If, as a result of a transfer in relation to which this section applies, a transfer gain would, but for the Mergers Directive, have been chargeable to tax under the law of a member State F7..., [F8Part 2 of TIOPA 2010] (double taxation relief), including any [F9double taxation relief arrangements], shall apply as if that tax, calculated in accordance with subsection (5), had been chargeable.

(4)In subsection (3) “transfer gain” means a gain accruing to a transparent entity (or which would be treated as accruing to that entity were it not transparent) by reason of the transfer of assets by the transparent entity to the transferee.

(5)Tax is calculated in accordance with this subsection if—

(a)so far as permitted under the law of the relevant member State, losses arising on the transfer are set against gains arising on the transfer, and

(b)any relief available under that law has been claimed.

Textual Amendments

F6Words in s. 140I(1)(a) substituted (with effect in accordance with reg. 3 of the amending S.I.) by The Corporation Tax (Implementation of the Mergers Directive) Regulations 2008 (S.I. 2008/1579), reg. 1(2), Sch. 1 para. 5

F8Words in s. 140I(3) substituted (with effect in accordance with s. 381(1) of the amending Act) by Taxation (International and Other Provisions) Act 2010 (c. 8), s. 381(1), Sch. 8 para. 44(a) (with Sch. 9 paras. 1-9, 22)

F9Words in s. 140I(3) substituted (with effect in accordance with s. 381(1) of the amending Act) by Taxation (International and Other Provisions) Act 2010 (c. 8), s. 381(1), Sch. 8 para. 44(b) (with Sch. 9 paras. 1-9, 22)

140J.MergersU.K.

(1)This section applies in relation to a merger if—

(a)the merger is of a kind [F10mentioned in section 140E(1)],

(b)the conditions in section 140E(2) are satisfied in relation to the merger, and

(c)one or more of the merging companies is a transparent entity.

(2)Where this section applies—

(a)if the assets and liabilities of a transparent entity are transferred to another company by reason of the merger, sections 140E and 140G shall not apply;

(b)if the assets and liabilities of one or more other companies are transferred to a transparent entity by reason of the merger section 140G shall not apply.

(3)If, as a result of a merger in relation to which this section applies, a merger gain would, but for the Mergers Directive, have been chargeable to tax under the law of a member State F11..., [F12Part 2 of TIOPA 2010] (double taxation relief), including any [F13double taxation relief arrangements] shall apply as if that tax, calculated in accordance with subsection (5), had been chargeable.

(4)In subsection (3) “merger gain” means a gain accruing to a transparent entity (or which would be treated as accruing to that entity were it not transparent) by reason of the transfer of assets by the transparent entity to another company on the merger.

(5)Tax is calculated in accordance with this subsection if—

(a)so far as permitted under the law of the relevant member State, losses arising on the merger are set against gains arising on the merger, and

(b)any relief available under that law has been claimed.

Textual Amendments

F10Words in s. 140J(1)(a) substituted (with effect in accordance with reg. 3 of the amending S.I.) by The Corporation Tax (Implementation of the Mergers Directive) Regulations 2008 (S.I. 2008/1579), reg. 1(2), Sch. 1 para. 6

F12Words in s. 140J(3) substituted (with effect in accordance with s. 381(1) of the amending Act) by Taxation (International and Other Provisions) Act 2010 (c. 8), s. 381(1), Sch. 8 para. 44(a) (with Sch. 9 paras. 1-9, 22)

F13Words in s. 140J(3) substituted (with effect in accordance with s. 381(1) of the amending Act) by Taxation (International and Other Provisions) Act 2010 (c. 8), s. 381(1), Sch. 8 para. 44(b) (with Sch. 9 paras. 1-9, 22)

140K.Transparent entities: taxation after merger, &cU.K.

(1)This section applies if—

(a)a transparent entity (“company A”) is a transferee for the purposes of section 140A(1A) or 140E,

(b)a person (“X”) with an interest in company A was or is also a shareholder or debenture holder of a company (“company B”),

(c)X became entitled to an interest, or an increased interest, in company A in exchange for a disposal of shares in, or debentures of, company B on a merger to which section 140E applied or on a transfer to which section 140A(1A) applied,

(d)a chargeable gain accrued to X on the disposal of shares in or debentures of company B,

(e)in calculating the gain on the shares or debentures account was taken of the value of an asset of company B, and

(f)X makes a disposal of his interest in the asset.

(2)In computing the gain accruing to X on a disposal to which subsection (1)(f) applies, the sum allowable as a deduction in accordance with section 38(1)(a) in relation to the interest, or the proportion of the interest, which X acquired on the merger or transfer shall be the value taken into account in computing the gain on the disposal of his shares in, or debentures of, company B.

(3)In this section a reference to an interest in company A includes—

(a)an interest in the assets of company A,

(b)shares in company A, and

(c)debentures of company A.

140L.InterpretationU.K.

(1)In sections 140A to 140K [F14and this section], unless the contrary intention appears—

(a)“the Mergers Directive” means Council Directive [F152009/133/EC,]

(b)“company” means an entity listed as a company in [F16Part A of Annex I] to the Mergers Directive,

[F17(ba)“relevant state” means the United Kingdom or a member State,] and

(c)“transparent entity” means an entity which is resident in a member State F18... and is listed as a company in [F16Part A of Annex I] to the Mergers Directive, but—

(i)does not have an ordinary share capital (within the meaning given by [F19section 1119 of CTA 2010]), and

(ii)if it were resident in the United Kingdom, would not be capable of being a company within the meaning given by the Companies Act 2006.

[F20(2)For the purposes of those sections and subsection (1) above, a company is resident in a relevant state if—

(a)it is within a charge to tax under the law of the relevant state as being resident for that purpose, and

(b)it is not regarded, for the purposes of any double taxation relief arrangements to which the relevant state is a party, as resident in a territory not within a relevant state.]]

Textual Amendments

F14Words in s. 140L(1) inserted (with effect in accordance with reg. 3 of the amending S.I.) by The Corporation Tax (Implementation of the Mergers Directive) Regulations 2008 (S.I. 2008/1579), reg. 1(2), Sch. 1 para. 7

F19Words in s. 140L(1)(c)(i) substituted (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), s. 1184(1), Sch. 1 para. 235 (with Sch. 2)