1(1)A transaction is exempt from charge if the vendor and purchaser are companies that at the effective date of the transaction are members of the same group.U.K.
(2)For the purposes of group relief—
(a)“company” means a body corporate, and
(b)companies are members of the same group if one is the 75% subsidiary of the other or both are 75% subsidiaries of a third company.
(3)For the purposes of group relief a company (“company A”) is the 75% subsidiary of another company (“company B”) if company B—
(a)is beneficial owner of not less than 75% of the ordinary share capital of company A,
(b)is beneficially entitled to not less than 75% of any profits available for distribution to equity holders of company A, and
(c)would be beneficially entitled to not less than 75% of any assets of company A available for distribution to its equity holders on a winding-up.
(4)The ownership referred to in sub-paragraph (3)(a) is ownership either directly or through another company or companies.
For the purposes of that provision the amount of ordinary share capital of company A owned by company B through another company or companies shall be determined in accordance with [F1sections 1155 to 1157 of the Corporation Tax Act 2010].
(5)In sub-paragraphs (3)(a) and (4) above “”, in relation to a company, means all the issued share capital (by whatever name called) of the company, other than capital the holders of which have a right to a dividend at a fixed rate but have no other right to share in the profits of the company.
[F2(6)Chapter 6 of Part 5 of the Corporation Tax Act 2010 (group relief: equity holders and profits or assets available for distribution) applies for the purposes of sub-paragraphs (3)(b) and (c) above as it applies for the purposes of section 151(4)(a) and (b) of that Act.
(6A)In that Chapter as it applies for the purposes of sub-paragraphs (3)(b) and (c) above, sections 171(1)(b) and (3), 173, 174 and 176 to 178 of that Act are to be treated as omitted.]
(7)This paragraph is subject to paragraph 2 (restrictions on availability of group relief) and [F3paragraphs 3 and 4A] (withdrawal of group relief).
Textual Amendments
F1Words in Sch. 7 para. 1(4) substituted (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), s. 1184(1), Sch. 1 para. 416(2)(a) (with Sch. 2)
F2Sch. 7 para. 1(6)(6A) substituted for Sch. 7 para. 1(6) (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2010 (c. 4), s. 1184(1), Sch. 1 para. 416(2)(b) (with Sch. 2)
F3Words in Sch. 7 para. 1(7) substituted (with effect in accordance with Sch. 10 para. 16(1)(6)-(9) of the amending Act) by Finance (No. 2) Act 2005 (c. 22), Sch. 10 para. 3
Modifications etc. (not altering text)
C1Sch. 7 para. 1 applied (with modifications) (6.4.2006) by The Pension Protection Fund (Tax) Regulations 2006 (S.I. 2006/575), regs. 1, 43(2)