C2C5C1C4C3Part 5Group relief

Annotations:
Modifications etc. (not altering text)
C2

Pt. 5 applied (with effect in accordance with s. 148 of the amending Act) by Finance Act 2012 (c. 14), s. 125 (with s. 147, Sch. 17)

C5

Pt. 5 excluded (with effect in accordance with Sch. 18 para. 63 of the amending Act) by Finance Act 2016 (c. 24), Sch. 18 para. 20(5)

C1

Pt. 5 modified by 2009 c. 4, s. 1218ZDB(2) (as inserted (for specified purposes and with effect in accordance with Sch. 6 paras. 20, 21(1)(a) of the amending Act) by Finance (No. 2) Act 2017 (c. 32), Sch. 6 para. 1 (with Sch. 6 para. 21(3)))

C4

Pt. 5 modified (with effect in accordance with reg. 1(2) of the amending S.I.) by The Risk Transformation (Tax) Regulations 2017 (S.I. 2017/1271), regs. 1(1), 10, 11

C3

Pt. 5 applied (with modifications) (24.2.2022) by Finance Act 2022 (c. 3), Sch. 2 para. 47(4)

C1Chapter 5Subsidiaries, groups and consortiums

Arrangements for transfers of companies

155Arrangements for transfer of company owned by consortium etc

1

This section applies if, apart from this section, a trading company would be owned by a consortium.

2

The trading company is not owned by the consortium if—

a

for an accounting period (“the current period”) the trading company or a member of the consortium has surrenderable amounts, and

b

arrangements within subsection (3) are in place.

3

Arrangements are within this subsection if they have any of the following effects F2(but see sections F1155A and 155B).

  • Effect 1

    The trading company or a successor of it could, at some time during or after the current period, become a 75% subsidiary of a third company (see subsection (4)).

  • Effect 2

    Any person who owns, or any persons who together own, less than 50% of the ordinary share capital of the trading company—

    1. a

      has, or together have, control of the trading company, or

    2. b

      could obtain such control at some time during or after the current period.

  • Effect 3

    Any person (“P”), either alone or together with persons connected with P—

    1. a

      holds or could obtain at least 75% of the qualifying votes, or

    2. b

      controls or could control the exercise of at least 75% of those votes.

    For this purpose—

    • “connected” is to be read in accordance with section 1122 but as if subsection (4) of that section were omitted, and

    • “qualifying votes” means the votes which may be cast in a poll taken at a general meeting of the trading company held during or after the current period.

  • Effect 4

    A third company could start to carry on the whole or a part of a trade that at a time during the current period is carried on by the trading company and could do so—

    1. a

      as the successor of the trading company, or

    2. b

      as the successor of another company which is not a third company and which started to carry on the whole or a part of the trade during or after the current period.

4

A “third company” means a company that is not, apart from any arrangements within subsection (3), a member of the same group of companies as the trading company.

5

If the trading company would, apart from this section, be owned by a consortium as a result of section 153(3) (consortiums involving holding companies)—

a

references in this section (apart from references under Effect 4) to the trading company are to be read as including references to the holding company concerned, and

b

Effect 3 does not apply if P is that holding company.