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HMRC internal manual

Capital Gains Manual

Share exchange: TCGA92/S135: deferred consideration

An agreement for the sale of shares in, or debentures of, a company may include the right to receive an unascertainable amount of future consideration depending, for instance, on the performance of the company. If the performance targets are met TCGA92/S135 would not by itself apply to the issue of any shares or debentures in satisfaction of the right to receive the unascertainable amount. However, TCGA92/S138A may operate so that TCGA92/S135 can apply. For guidance on deferred consideration arrangements involving shares or debentures to which TCGA92/S138A may apply see CG58000+.