Finance Act 1996

[F1 91A Shares subject to outstanding third party obligations U.K.

(1) This section applies for the purposes of corporation tax in relation to [F2 the times in a company’s accounting period during which] —

(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 [F3 during those times] —

(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) [F4 In determining those debits and credits there are to be left out of account amounts] 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 [F5 , or will or might under any relevant arrangements be subject to,] obligations of any description in subsection (6) below,

(b) the obligations are obligations of a person other than the investing company [F6 or are obligations of the investing company which, under any relevant arrangements, will or might be discharged directly or indirectly by any other person] , 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.

[F7 (5A) For the purposes of subsection (5) above—

(a) “arrangements” includes any agreement or understanding (whether or not legally enforceable),

(b) arrangements are “relevant” if they were entered into at any time on or before the share was issued.]

(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.

[F8 (11) In this section “share” does not include a share in a building society.]]

Textual Amendments

F1 S. 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)

F2 Words in s. 91A(1) substituted (with effect in accordance with Sch. 6 para. 13(6)-(8) of the amending Act) by Finance Act 2006 (c. 25), Sch. 6 para. 13(2)

F3 Words in s. 91A(2) inserted (with effect in accordance with Sch. 6 para. 13(6)-(8) of the amending Act) by Finance Act 2006 (c. 25), Sch. 6 para. 13(3)

F4 Words in s. 91A(4) substituted (with effect in accordance with Sch. 5 para. 12(4)(5) of the amending Act) by Finance Act 2007 (c. 11), Sch. 5 para. 12(2)

F5 Words in s. 91A(5)(a) inserted (with effect in accordance with Sch. 6 para. 13(6)-(8) of the amending Act) by Finance Act 2006 (c. 25), Sch. 6 para. 13(4)(a)

F6 Words in s. 91A(5)(b) inserted (with effect in accordance with Sch. 6 para. 13(6)-(8) of the amending Act) by Finance Act 2006 (c. 25), Sch. 6 para. 13(4)(b)

F7 S. 91A(5A) inserted (with effect in accordance with Sch. 6 para. 13(6)-(8) of the amending Act) by Finance Act 2006 (c. 25), Sch. 6 para. 13(5)

F8 S. 91A(11) inserted (with effect in accordance with Sch. 5 para. 12(6) of the amending Act) by Finance Act 2007 (c. 11), Sch. 5 para. 12(3)

Modifications etc. (not altering text)

C1 Pt. 4 Ch. 2 modified by 1988 c. 1, s. 774B(5)(a) (as inserted (with effect in accordance with Sch. 6 para. 6(2)-(7) of the amending Act) by Finance Act 2006 (c. 25), Sch. 6 para. 6(1))