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HMRC internal manual

Capital Gains Manual

HM Revenue & Customs
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Company reconstructions: shareholder: qualifying conditions

In order for TCGA92/S136 to apply the relevant conditions must be satisfied;

  • a company, company B, issues shares or debentures to the share or debenture holders of another company, company A (or to the holders of a class or classes of share or debenture in company A)), see CG52702+. From 1 December 2003 onwards, issues of shares can also be taken to include transfers of shares out of treasury (see CG52521);
  • the issue is entered into for the purposes of, or in connection with, a scheme of reconstruction, see CG52707+;
  • the issue is in respect of, and in proportion to, the relevant holding of shares in or debentures of company A;
  • the shares in or debentures of company A comprised in the relevant holdings are either retained or cancelled, or otherwise extinguished, see CG52706.