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HMRC internal manual

Company Taxation Manual

Particular topics: transactions in securities: examples of common circumstances where clearance will be given

There is no obligation to seek clearance from HMRC for transactions in securities and potential applicants may decide not to do so where they are confident about the outcome.

Common transactions for which clearance is likely to be granted include the following.

Example 1

Mrs A and Mrs B jointly own all the share capital in companies C Ltd and D Ltd which operate similar trades.  They decide to forma group to improve access to finance for expansion and to benefit from group taxation provisions.  They form Newholdco Ltd which issues ordinary shares to Mrs A and Mrs B in exchange for their shares in C Ltd and D Ltd.

Example 2

Mr R owns all the issued share capital in S Ltd.  T Ltd, an unconnected company, offers consideration comprising £1m cash plus shares in T Ltd in exchange for his shareholding in S Ltd.  The shares offered in T Ltd will represent 5 per cent of its issued share capital.  It is likely that the exclusion described at CTM36830 would apply in this case.