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HMRC internal manual

Corporate Finance Manual

Deemed loan relationships: shares with guaranteed returns: shares changing ownership in a group

Basic rule: change of ownership within a group of companies

This guidance applies to companies that hold shares up to 21 April 2009

The conditions in CTA09/S524 may be satisfied if a share is held by one company but not if it is held by another company. If a share passes between two such companies that are members of the same group of companies, TCGA92/S171 would normally apply to fix the deemed consideration at which it passes (see CG45300 onwards). F(2)A05/SCH7/PARA9 inserted a new subsection (3A) into TCGA92/S171 which provides that the normal rules in TCGA92/S171 (1) do not apply if a share passes from one group company to another and FA96/S91A applies to the share in the hands of one company or the other.