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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: replacement assets

To qualify for relief, the replacement assets must be acquired within a specified periodwhich runs from the date of disposal of the shares to the trustees of the approved ShareIncentive Plan. The length of this period in any particular case depends on whether:

  • the trustees satisfied the 10% requirement, see CG61974, immediately after the disposal,


  • at some later time in the twelve month period beginning with the disposal.

If the trustees held a minimum 10 per cent stake immediately after the disposal, thenthe specified period runs for six months from the actual date of disposal.

If the trustees do not acquire a minimum 10 per cent stake until some later time in thetwelve month period, then the specified period runs for six months from then. In certaincircumstances, therefore, the claimant may have up to eighteen months to acquire areplacement asset.

Although the relief operates in a similar way to business asset roll-over relief, thereare no provisions to allow an extension of the specified period for the acquisition of thereplacement asset. Any case where a replacement asset was acquired after the expiry ofthis period should be submitted to Capital Gains Technical Group before the claim isrefused.