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HMRC internal manual

Capital Gains Manual

Deferred consideration: shares and securities: unascertainable

Without special rules TCGA92/S135 will not apply to a later issue of shares or debentures if the deferred consideration is unascertainable. The vendors of the shares or debentures acquire the right to receive the future consideration at the date of disposal. This right is a separate asset, see CG14990. It is not a share or debenture. If any deferred consideration is received it is treated as a disposal or part disposal of this separate asset. Even if the deferred consideration is satisfied by the issue of shares or debentures these shares or debentures will not have been issued in exchange for shares or debentures. However, the taxpayer may be able to take advantage of TCGA92/S138A, see CG58022.