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HMRC internal manual

Capital Gains Manual

From
HM Revenue & Customs
Updated
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ETMD: other mergers within the scope of the ETMD

Mergers within the criteria laid down by the ETMD can involve

  • a transfer by one or more companies of all their assets and liabilities to a single existing company (this type or merger is catered for in the UK tax code by TCGA 1992 section 140E(1)(c), or
  • a transfer by two or more companies of all their assets and liabilities to a single new company in exchange for an issue of shares or debentures by the new company to the shareholders or debenture holders of the transferor company or companies. For the merger to be within the definition provided by the ETMD that single new company cannot be a SE or SCE. This type of merger is catered for in the UK tax code by section 140E(1)(d).

Note section 140E can only apply to mergers as described above that take place on or after 1 January 2007.