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HMRC internal manual

Corporate Finance Manual

HM Revenue & Customs
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Deemed loan relationships: disguised interest: excluded shares: fully paid-up shares

Fully paid-up shares

For the purposes of identifying relevant shares in CTA09/486E(5), one of the categories of shares are those that are ‘fully paid-up’.

This means that there are no actual or contingent obligations:

  • to meet unpaid calls on the shares, or
  • to make a contribution to the capital of the company in which they are shares that could affect the value of the shares.

This rule ensures that arrangements that, typically, use deferred subscription shares or capital contributions to provide a return economically equivalent to interest in a non-taxable or capital form will not be exempted from the disguised interest rules.

This definition of ‘fully paid-up’ share is similar to that used to identify ‘outstanding third party obligations’ in relation to shares at FA96/S91A(6) and it is FA96/S91A that previously dealt with arrangements involving deferred subscription shares.

CTA09/S486E(5) therefore seeks to ensure that arrangements that were previously caught by FA96/S91A will not be exempted from the disguised interest rules.