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HMRC internal manual

Capital Gains Manual

HM Revenue & Customs
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Roll-over relief on transfer of shares to Share Incentive Plan: relief not available: re-acquisition of shares

Relief is not available where there are arrangements for the shares which were disposed ofto be reacquired either by the person making the original disposal, or by any personconnected with them, before the conditions for the relief are satisfied. The onlyexception is where such shares are awarded or acquired as a participant under the terms ofthe approved Share Incentive Plan TCGA92/SCH7C/PARA2(4).

This prevents the shares being transferred to the trustees of an approved Share IncentivePlan before the 10% minimum stake, see CG619172, is acquired by the trustees and thentransferred back.

As there may be different periods within which the trustees need to acquire a minimumstake, and the person making the disposal a replacement asset, the person making theoriginal disposal could reacquire the shares and still obtain the benefit of the relief.

To prevent this, relief is not available if the person making the disposal, or any personconnected with them, is able to reacquire the shares in the period:

  • beginning with the disposal


  • ending with the later of

    • the date of acquisition of the replacement asset; or
    • the date on which the 10 per cent minimum stake is acquired.