a company (“company A”) acquires an asset from another company (“company B”) at a time when company B is a member of a group,

the conditions in subsection (1A) below are met, and

company A ceases to be a member of that group within the period of six years after the time of the acquisition.

References in this section to a company ceasing to be a member of a group of companies do not apply to cases where a company ceases to be a member of a group in consequence of another member of the group ceasing to exist.

that company A is resident in the United Kingdom at the time it acquires the asset, or the asset is a chargeable asset in relation to that company immediately after that time, and

that company B is resident in the United Kingdom at the time of that acquisition, or the asset is a chargeable asset in relation to that company immediately before that time.

For this purpose an asset is a “chargeable asset” in relation to a company at any time if, were the asset to be disposed of by the company at that time, any gain accruing to the company would be a chargeable gain and would by virtue of section F2810B form part of its chargeable profits for corporation tax purposes.

the company shall not be treated for the purposes of this section as having left Group 1, and

if the transferee is a member of a group (“Group 2”) and in consequence of the transfer the company becomes a member of Group 2 it shall be treated, for the purposes of this section, as if Group 1 and Group 2 were the same.

assets are transferred to the transferee, or

shares in one or more companies which were also members of the group are transferred to the transferee,

the transferee and a company which has ceased to exist in consequence of the merger shall be treated as the same entity, and

if the transferee is a member of a group (“Group 2”) following the merger (whether or not as the principal company of the group) a company which was a member of Group 1 and became a member of Group 2 in consequence of the merger shall be treated, for the purposes of this section, as if Group 1 and Group 2 were the same.

a company F12(“company A”) that has ceased to be a member of a group of companies (“the first group”) acquired an asset from another company F13(“company B”) which was a member of that group at the time of the acquisition,

subsection (2) above applies in the case of F14company A’s ceasing to be a member of the first group so that subsection (1) above does not have effect as respects the acquisition of that asset,

F15company A subsequently ceases to be a member of another group of companies (“the second group”), and

there is a connection between the two groups,

the company which is the principal company of the first group or, if that group no longer exists, which was the principal company of that group when F17company A ceased to be a member of it;

any F7person or persons who control the company mentioned in paragraph (a) above or who have had it under their control at any time in the period since F17company A ceased to be a member of the first group; or

the asset, or

property to which a chargeable gain has been carried forward from the asset on a replacement of business assets,

the time immediately after the beginning of the accounting period of that company in which or, as the case may be, at the end of which the company ceases to be a member of the group; and

the time when under subsection (3) above it is treated as having reacquired the asset;

within 6 years of that time the company in question ceases at any time (“the relevant time”) to satisfy the following conditions, and

at the relevant time, the company in question, or a company in the same group as that company, owns otherwise than as trading stock the asset or property to which a chargeable gain has been carried forward from the asset on a replacement of business assets,

that the company is a 75 per cent. subsidiary of one or more members of the other group referred to in subsection (5) above, and

that the company is an effective 51 per cent. subsidiary of one or more of those members.

by virtue of this section a company is treated as having sold an asset at any time, and

if at that time the company had in fact sold the asset at market value at that time, then, by virtue of section 30, any allowable loss or chargeable gain accruing on the disposal would have been calculated as if the consideration for the disposal were increased by an amount,

2 or more companies are associated companies if, by themselves, they would form a group of companies,

a chargeable gain is carried forward from an asset to other property on a replacement of business assets if, by one or more claims under sections 152 to 158, the chargeable gain accruing on a disposal of the asset is reduced, and as a result an amount falls to be deducted from the expenditure allowable in computing a gain accruing on the disposal of the other property,

an asset acquired by F19company A shall be treated as the same as an asset owned at a later time by that company or an associated company if the value of the second asset is derived in whole or in part from the first asset, and in particular where the second asset is a freehold, and the first asset was a leasehold and the lessee has acquired the reversion.

a company (“company A”) is treated by virtue of section 179(3) or (6) as having sold and immediately reacquired an asset at market value, and

a chargeable gain or an allowable loss accrues to the company on the deemed sale.

in a case where section 179(3) applies, the time at which, by virtue of section 179(4), the gain or loss referred to in subsection (1) above is treated as accruing to company A;

in a case where section 179(6) applies, the latest time at which the company satisfies the conditions in section 179(7).

a joint election under this section is made by company A and a company (“company C”) that was a member of the relevant group at the time of accrual, and

the conditions in subsections (6) to (8) below are all met,

in a case where section 179(3) applies, the group of which company A was a member at the time of accrual;

in a case where section 179(6) applies, the second group referred to in section 179(5).

was resident in the United Kingdom, or

owned assets that were chargeable assets in relation to it.

by notice to an officer of the Board;

no later than two years after the end of the accounting period of company A in which the time of accrual fell.

shall not be taken into account in computing profits or losses of either company for corporation tax purposes, and

shall not for any purposes of the Corporation Tax Acts be regarded as a distribution F30... ,

references to company A, except those in sections 152(1)(a) and (1B), 153(1B), 153A(5), 159(1), 175 and 198(1), were to company C;

the references to “that company” in section 159(1) and “the company” in section 185(3)(b) were to company C;

the reference to “that trade” in section 198(1) were to a ring fence trade carried on by company C.

as part of a merger, a company (“company A”) ceases to be a member of a group of companies (“the A group”); and

F4... the merger was carried out for bona fide commercial reasons and F4... the avoidance of liability to tax was not the main or one of the main purposes of the merger.

whereby one or more companies (“the acquiring company” or, as the case may be, “the acquiring companies”) none of which is a member of the A group acquires or acquire, otherwise than with a view to their disposal, one or more interests in the whole or part of the business which, before the arrangement took effect, was carried on by company A; and

whereby one or more members of the A group acquires or acquire, otherwise than with a view to their disposal, one or more interests in the whole or part of the business or each of the businesses which, before the arrangement took effect, was carried on either by the acquiring company or acquiring companies or by a company at least 90 per cent. of the ordinary share capital of which was then beneficially owned by 2 or more of the acquiring companies; and

in respect of which the conditions in subsection (4) below are fulfilled.

that not less than 25 per cent. by value of each of the interests acquired as mentioned in paragraphs (a) and (b) of subsection (2) above consists of a holding of ordinary share capital, and the remainder of the interest, or as the case may be of each of the interests, acquired as mentioned in subsection (2)(b), consists of a holding of share capital (of any description) or debentures or both; and

that the value or, as the case may be, the aggregate value of the interest or interests acquired as mentioned in subsection (2)(a) above is substantially the same as the value or, as the case may be, the aggregate value of the interest or interests acquired as mentioned in subsection (2)(b) above; and

that the consideration for the acquisition of the interest or interests acquired by the acquiring company or acquiring companies as mentioned in subsection (2)(a) above, disregarding any part of that consideration which is small by comparison with the total, either consists of, or is applied in the acquisition of, or consists partly of and as to the balance is applied in the acquisition of, the interest or interests acquired by members of the A group as mentioned in subsection (2)(b) above;