C1Part IV Shares, securities, options etc.
C4C2Chapter II Reorganisation of share capital, conversion of securities etc.
Pt. IV Ch. II modified (1.1.1999) by The European Single Currency (Taxes) Regulations 1998 (S.I. 1998/3177), regs. 1, 39
Pt. 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
F1Transfers concerning companies of different member States
Cross heading inserted (retrosp.) by 1992 c. 48, s.44
140CF2F13Transfer or division of non-UK business
1
This section applies where—
a
a F14company resident in the United Kingdom (F17the transferor) transfers to a F14company resident in F10a member State (F8the transferee) the whole or part of a F16business which, immediately before the time of the transfer, F17the transferor carried on in a member State F15... through a F3permanent establishment,
b
c
d
the aggregate of the chargeable gains accruing to F17the transferor on the transfer exceeds the aggregate of the allowable losses so accruing,
e
a claim is made under this section by F17the transferor, and
f
section 140D does not prevent this section applying.
F91A
This section also applies where a company resident in the United Kingdom transfers part of its business to one or more companies if—
a
the part of the transferor’s business which is to be transferred is carried on, immediately before the time of the transfer, by the transferor in a member State F7... through a permanent establishment,
b
at least one transferee is resident in a member State F7...,
c
the transferor company continues to carry on a business after the transfer,
d
the conditions in subsection (1)(b), (d), (e) and (f) are satisfied, and
e
either of the following conditions is satisfied.
1B
Condition 1 is that the transfer is made in exchange for the issue of shares in or debentures of each transferee company to the persons holding shares in or debentures of the transferor.
C31C
Condition 2 is that the transfer is not made in exchange for the issue of shares in or debentures of each transferee by reason only, and to the extent only, that a transferee is prevented from complying with Condition 1 by section 658 of the Companies Act 2006 (rule against limited company acquiring own shares) or by a corresponding provision of the law of F11a member State preventing the issue of shares or debentures to itself.
2
In a case where this section applies, this Act shall have effect in accordance with subsection (3) below.
3
The allowable losses accruing to F4the transferor on the transfer shall be set off against the chargeable gains so accruing and the transfer shall be treated as giving rise to a single chargeable gain equal to the aggregate of those gains after deducting the aggregate of those losses.
4
No claim may be made under this section as regards a transfer in relation to which a claim is made under section 140.
5
In a case where this section applies, F19section 122 of TIOPA 2010 (tax treated as chargeable in respect of gains on transfer of non-UK business) shall also apply.
F66
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F187
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F208
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F59
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pt. IV: power to modify conferred (7.4.2005) by Finance Act 2005 (c. 7), s. 21(8)-(10)