Corporation Tax Act 2010

Meaning of “distribution”

1000 Meaning of “distribution”

(1) In the Corporation Tax Acts “distribution”, in relation to any company, means anything falling within any of the following paragraphs.

A.

Any dividend paid by the company, including a capital dividend.

B.

Any other distribution out of assets of the company in respect of shares in the company, except however much (if any) of the distribution—

(a)

represents repayment of capital on the shares, or

(b)

is (when it is made) equal in amount or value to any new consideration received by the company for the distribution.

For the purposes of this paragraph it does not matter whether the distribution is in cash or not.

C.

Any redeemable share capital issued by the company—

(a)

in respect of shares in, or securities of, the company, and

(b)

otherwise than for new consideration (see sections 1003 and 1115).

D.

Any security issued by the company—

(a)

in respect of shares in, or securities of, the company, and

(b)

otherwise than for new consideration (see sections 1004 and 1115).

E.

Any interest or other distribution out of assets of the company in respect of securities of the company which are non-commercial securities (as defined in section 1005), except—

(a)

however much (if any) of the distribution represents the principal secured by the securities, and

(b)

however much (if any) of the distribution represents a reasonable commercial return for the use of the principal.

F.

Any interest or other distribution out of assets of the company in respect of securities of the company which are special securities (as defined in section 1015), except—

(a)

however much (if any) of the distribution represents the principal secured by the securities, and

(b)

however much (if any) of the distribution falls within paragraph E.

G.

Any amount treated as a distribution by section 1020 (transfers of assets or liabilities).

H.

Any amount treated as a distribution by section 1022 (bonus issues following repayment of share capital).

(2) In the Corporation Tax Acts “distribution”, in relation to a close company, also includes anything treated as a distribution by section 1064 (certain expenses of close companies treated as distributions).

(3) See also section 1072 (which extends the meaning of “distribution” in relation to members of a 90% group).

1001 Provisions related to paragraphs A to H in section 1000(1)

The following table mentions, for each paragraph in section 1000(1)—

(a) some of the main provisions that explain or supplement it, and

(b) some of the main provisions that limit it.

Paragraph in section 1000(1)	Explained or supplemented by	Limited by
A (dividends).		Section 1054 (building society payments).
		Sections 1055(2) and 1057(2) (dividend paid by industrial and provident society or UK agricultural or fishing co-operative).
B (other distributions in respect of shares).	Sections 1024 to 1028 (meaning of “repayment of share capital”).	Section 1002 (exception for certain transfers of assets and liabilities).
	Section 1113(1) (extends meaning of “in respect of shares in the company”).
C (redeemable share capital).	Section 1003 (redeemable share capital).	Section 1049(3)(a) (stock dividends).
	Section 1113(1).
	Section 1114(1) (extends meaning of “in respect of securities of the company”).
D (securities issued otherwise than for new consideration).	Section 1004 (securities issued otherwise than for new consideration).
	Section 1113(1).
	Section 1114(1).
E (distributions in respect of non-commercial securities).	Sections 1005 to 1014 (meaning of “non-commercial securities” etc).
	Section 1114(1).
F (distributions in respect of special securities).	Sections 1015 to 1018 (meaning of “special securities” etc).	Section 1019 (relevant alternative finance return).
	Section 1114(1).	Section 1032 (interest etc paid in respect of certain securities).
G (transfers of assets or liabilities).	Section 1020 (transfers of assets or liabilities treated as distributions).
H (bonus issues following repayment of share capital).	Sections 1022 and 1023 (bonus issues following repayment of share capital treated as distributions).	Section 1049(3)(b)(i) (stock dividends).