Corporation Tax Act 2010

Part 23 Company distributions

Amount of principal secured: non-commercial securities

102 Section 1006 applies only to securities issued after 5 April 1972.

Meaning of “special securities”

103 (1) Securities do not meet Condition A in section 1015 if they were issued—

(a) before 6 April 1965 in respect of shares, or

(b) before 6 April 1972 in respect of securities.

(2) Securities do not fall within section 1015(3)(a)(ii) if they were issued before 6 April 1972.

Amount of principal secured: special securities

104 Section 1018(1) applies only to securities issued after 5 April 1972.

Bonus issue following repayment of share capital

105 (1) Section 1022(3) (amount paid up on bonus share capital treated as a distribution) does not apply if the share capital mentioned in section 1022(1)(a) was repaid before 7 April 1965.

(2) Section 1023(3) (which limits the cases in which section 1022(3) applies) applies only if the preference shares were issued after 6 April 1965 (but see sub-paragraph (3)).

(3) Section 1022(3) (amount paid up on bonus share capital treated as a distribution) does not apply if the repaid share capital referred to in section 1022(1) consists of fully paid preference shares and—

(a) those shares existed as issued and fully paid preference shares on 6 April 1965, and

(b) throughout the period from that date until the repayment those shares continued to be fully paid preference shares.

(4) In order for section 1023(1) to apply the issue of share capital there mentioned must take place after 5 April 1973 (as well as more than 10 years after the repayment of share capital in question).

Share capital issued as paid up otherwise than by receipt of new consideration

106 (1) In relation to share capital issued before 7 April 1973—

(a) section 1026(1)(b) applies with the substitution of “distribution” for “qualifying distribution”, and

(b) section 1027(2)(b) applies with the substitution of “distributions” for “qualifying distributions”.

(2) Section 1026 does not apply if the share capital mentioned in subsection (1) of that section was issued before 7 April 1965.

(3) The reference in section 1027(2)(a) to amounts paid up on shares does not include amounts paid up before 7 April 1965.

Interest etc paid in respect of certain securities

107 (1) Section 1032(1) does not apply in the case of any interest or other distribution which is paid in respect of a security of the borrower that meets Condition C in section 1015 (securities under which the consideration for the use of the principal secured is dependent on the results of the company’s business) if—

(a) the principal secured does not exceed £100,000,

(b) the borrower is under an obligation to repay the principal and interest before the end of the period of 5 years beginning on the date on which the principal was paid to the borrower,

(c) that obligation was entered into before 9 March 1982 or was entered into before 1 July 1982 in pursuance of negotiations which were in progress on 9 March 1982, and

(d) where the period for repayment of either principal or interest is extended after 8 March 1982 (but paragraph (b) still applies), the interest or other distribution is paid within the period applicable immediately before that date.

(2) For the purposes of sub-paragraph (1)(c) negotiations are not regarded as having been in progress on 9 March 1982 unless, before that date, the borrower—

(a) had applied to the lender for a loan, and

(b) had supplied the lender with any documents required by the lender to support the application.

Stock dividends

108 (1) This paragraph applies if—

(a) share capital is issued by a UK resident company in respect of shares in the company issued before 6 April 1975 (“the old shares”),

(b) the old shares confer on the holder a right to convert them into, or exchange them for, shares of a different class, and

(c) the case falls within section 410(2), (3) or (4) of ITTOIA 2005 (whether or not that section in fact applies).

(2) Section 1049 (stock dividends) does not apply to the protected part of any bonus share capital issued by the company after 5 April 1976 in connection with an exercise of the right mentioned in sub-paragraph (1)(b).

(3) For the purposes of sub-paragraph (2), the protected part of the bonus share capital is however much of it (if any) would have been issued if the right had been exercised so as to bring about the conversion or exchange of the shares on the earliest possible date after 5 April 1975.

109 Section 1050 does not apply in relation to a conversion or exchange of share capital for shares occurring before 6 April 1975.

Exempt distributions

110 Paragraph 8(1) (saving for certain provisions repealed by this Act that relate to the commencement of provisions rewritten in this Act) does not have effect in relation to the repeal by this Act of regulation 1(3) of the Corporation Tax (Implementation of the Mergers Directive) Regulations 2009 (S.I. 2009/2797).

Eligibility for tax credits

111 In relation to a distribution paid before 1 July 2009 section 1109 has effect as if in subsection (1) the words “if a UK resident company makes a qualifying distribution” stood in place of the words “if a company makes a qualifying distribution which is exempt for the purposes of Part 9A of CTA 2009 (qualifying distributions)”.

Recovery of overpaid tax credits etc

112 Section 1110(5) and (6) and section 1111(1) do not apply to payments of tax credit claimed in respect of accounting periods ending before 1 October 1993.