Corporation Tax Act 2010

1040 Determining whether interests as shareholders in a group are substantially reduced

(1) The seller’s interest as a shareholder in the purchaser’s group is taken to be substantially reduced if (and only if) it is not more than 75% of the corresponding interest immediately before the purchase.

This is subject to section 1041(1).

(2) The seller’s interest as a shareholder in the group is calculated by—

(a) expressing the total nominal value of the shares owned by the seller in each relevant company as a fraction of the issued share capital of the company,

(b) adding together the fractions obtained under paragraph (a), and

(c) dividing the result by the number of relevant companies (including any in which the seller owns no shares).

(3) In this section and section 1041 “relevant company” means—

(a) the company making the purchase, and

(b) any other member of the purchaser’s group in which the seller owns shares immediately before or immediately after the purchase.

This is subject to subsection (4).

(4) The question whether the combined interests as shareholders in the purchaser’s group of the seller and the seller’s associates are substantially reduced is determined in the same way as the question whether a seller’s interest as a shareholder in a group is substantially reduced, except that—

(a) the seller is assumed to have the interests of the seller’s associates as well as the seller’s own, and

(b) references in subsection (2) and section 1041(2) to a relevant company are read accordingly.