Introduction and computation: occasions of charge: assets lost/destroyed/negligible value: practical considerations
TCGA92/S24(2) - Bargain made not at arm’s length
It may be worth looking at the case in some detail if the claimant has subscribed for further shares shortly before the date on which the shares are claimed to have become of negligible value.
You should remember that if the transaction is not a bargain made at arm’s length, then either
- TCGA92/S17, see CG14540 onwards
- TCGA92/S128(2), see CG51820+,
- TCGA92/S251(3), see CG53510 onwards
may apply to restrict the acquisition cost of the new shares.
TCGA92/S24(1) - Companies restored to the Companies House register
You may come across a case where a company has been struck off the register at Companies House. A person can apply for a court order for a company to be restored to the register under Companies Act 2006 (CA06) Section 1029. If the application is successful then CA06/S1032 applies:
“(1) The general effect of an order by the court for restoration to the register is that the company is deemed to have continued in existence as if it had not been dissolved or struck off the register.
(3) The court may give such directions and make such provisions as seems just for placing the company and all other persons in the same position (as nearly as may be) as if the company had not been dissolved or struck off the register.”
We interpret CA06/S1032 to mean that both the company and the share capital of that company are deemed to continue existing in the period between dissolution and restoration. The holder or holders of the share capital immediately prior to dissolution are deemed to have continued to hold the shares in the period between dissolution and restoration.
When a company is struck of the register at Companies House, the share capital of that company ceases to exist. The holder or holders of the share capital can make a claim that the shares were actually lost under section 24(1) (see CG13120).
The effect of CA06/S1032 is that the shares cannot be claimed to have been lost or destroyed so the claim under section 24(1) cannot succeed. However it may be possible for a negligible value claim to be made in relation to the shares so long as the company is actually restored to the register and section 24(2) is satisfied (see CG13125 onwards).