HMRC internal manual

Capital Gains Manual

CG45135 - Capital gains group definition: winding-up and administration

TCGA92/S170 (11)

The commencement of the winding-up of a company does not break group relationships for capital gains purposes. When winding-up commences a company loses its beneficial interest in its assets, including shares owned in other companies (Ayerst v C & K (Construction) Ltd 50TC651) and without this rule the commencement of winding-up of an intermediate holding company within a capital gains group would lead to that company’s own subsidiaries leaving the group.

The passing of a resolution or the making of an order, or any other act, for the winding-up of a group member is not regarded as the occasion of that or any other company ceasing to be a member of the group. See also CG45410 (special rule 3) concerning the application of the degrouping charge to subsequent events in the course of a winding-up.

Note also that the appointment of an Administrator does not cause any company to leave a capital gains group.