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HMRC internal manual

Capital Gains Manual

HM Revenue & Customs
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Company reconstructions: shareholder: common examples

The easiest way to illustrate what a scheme of reconstruction looks like in practice is by reference to examples. Many schemes of reconstruction will be effected using specific provisions of the Companies Act 2006 or the Insolvency Act 1986. But it is not essential to use these Acts. TCGA92/S136 and TCGA92/S139 are capable of applying to any scheme of reconstruction as defined in Schedule 5AA. For each of the following examples at CG52721 - CG52728 you can assume that the second condition of Schedule 5AA is met so that each person holding a class of ordinary share involved in the scheme of reconstruction carries the same entitlement to acquire ordinary shares in the successor company.