[F191AShares subject to outstanding third party obligationsU.K.
(1)This section applies for the purposes of corporation tax in relation to a company if at any time in an accounting period—
(a)that company (“the investing company”) holds a share in another company (“the issuing company”),
(b)the share is subject to outstanding third party obligations (see subsection (5)), and
(c)the share is an interest-like investment (see subsections (7) and (8)).
(2)This Chapter shall have effect for the accounting period of the investing company in accordance with subsection (3) below as if—
(a)the share were rights under a creditor relationship of that company, and
(b)any distribution in respect of the share were not a distribution falling within section 209(2)(a) or (b) of the Taxes Act 1988.
(3)The debits and credits to be brought into account by the investing company for the purposes of this Chapter as respects the share must be determined on the basis of fair value accounting.
(4)No debits are to be brought into account in respect of any transaction (or series of transactions) which (apart from the assumption in subsection (8)(b) below) would have the effect of causing the condition in paragraph (a) or (b) of subsection (7) below not to be satisfied.
(5)For the purposes of this section, the cases where a share is subject to outstanding third party obligations are those cases where—
(a)the share is subject to obligations of any description in subsection (6) below,
(b)the obligations are obligations of a person other than the investing company, and
(c)the obligations are yet to be discharged,
and where a share is subject to any such obligations, they are for the purposes of this section the “third party obligations” in the case of that share.
(6)The descriptions of obligation are—
(a)an obligation to meet unpaid calls on the share;
(b)an obligation (not falling within paragraph (a) above) to make a contribution to the capital of the issuing company that could affect the value of the share.
(7)In this section “interest-like investment” means a share whose nature is such that the fair value of the share—
(a)is likely to increase at a rate which represents a return on an investment of money at a commercial rate of interest (see section 103(3A)), and
(b)is unlikely to deviate to a substantial extent from that rate of increase.
Fluctuations in value resulting from changes in exchange rates are to be left out of account for the purposes of paragraph (b) above.
(8)For the purposes of subsection (7) above, it shall be assumed—
(a)that any third party obligations will be met in the amounts, and at the time, at which they are due, and
(b)that no transaction (or series of transactions) intended to cause the condition in paragraph (a) or (b) of that subsection not to be satisfied will be entered into.
(9)For the purposes of this section, the fair value of a share that is subject to outstanding third party obligations must include the fair value of the obligations.
(10)For the purposes of this section a company shall be treated as continuing to hold a share notwithstanding that the share has been transferred to another person—
(a)under a repo or stock lending arrangement, or
(b)under a transaction which is treated by section 26 of the Taxation of Chargeable Gains Act 1992 as not involving any disposal.]
Textual Amendments
F1S. 91A and cross-heading inserted (with effect in accordance with Sch. 7 para. 10(7) of the amending Act) by Finance (No. 2) Act 2005 (c. 22), Sch. 7 para. 10(1)(2)