Distributions: demergers: liquidation reconstruction
It is possible for a company to carry out a demerger without incurring a distributions liability. It can do so by taking advantage of CTA10/S1030. This excludes from the scope of CTA10/PART23 any distribution made in respect of share capital in a winding up.
For example, the company may:
- form two or more subsidiaries,
- transfer a trade to each subsidiary in exchange for shares,
- put the original company into liquidation,
- in the course of the liquidation distribute the shares in the new subsidiaries to the original shareholders.
CTA10/S1030 removes the distribution from the scope of the CT distributions legislation, so CTA10/S1075 cannot apply.