C3Part IV Shares, securities, options etc.
C1C2Chapter 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
F1Formation of SE by merger
Ss. 140E-140G and cross-heading inserted (with effect in accordance with s. 51(2) of the amending Act) by Finance (No. 2) Act 2005 (c. 22), s. 51(1)
140FMerger not leaving assets within UK tax charge
1
This section applies where—
a
an SE is formed by the merger of two or more companies in accordance with Articles 2(1) and 17(2)(a) or (b) of Council Regulation (EC) 2157/2001 on the Statute for a European Company (Societas Europaea),
b
each merging company is resident in a member State,
c
the merging companies are not all resident in the same State,
d
in the course of the merger a company resident in the United Kingdom (“company A”) transfers to a company resident in another member State (“company B”) all assets and liabilities relating to a business which company A carried on in a member State other than the United Kingdom through a permanent establishment, and
e
the aggregate of the chargeable gains accruing to company A on the transfer exceeds the aggregate of any allowable losses so accruing.
2
Where this section applies, for the purposes of this Act—
a
the allowable losses accruing to company A on the transfer shall be set off against the chargeable gains so accruing, and
b
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.
3
Where this section applies, section 815A of the Taxes Act shall also apply.
4
Subsections (6) and (7) of section 140E apply for the purposes of this section as they apply for the purposes of that section.
Pt. IV: power to modify conferred (7.4.2005) by Finance Act 2005 (c. 7), s. 21(8)-(10)