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HMRC internal manual

Inheritance Tax Manual

Lifetime transfers: alteration in the share capital of a close company

An alteration made to a close company’s unquoted share or loan capital (or any rights attaching to its unquoted shares or debentures) is treated as a disposition (IHTM04023) made by the participators, IHTA/S98 (1), whether or not it would be so treated apart the subsection. The disposition is apportioned amongst the participators in the same way as a transfer by a close company (IHTM04068). Shares and Assets Valuation (SAV) are responsible for all decisions in connection with this legislation and all such cases should be referred there. SAV will report the net amount apportioned to each participator.

The legislation IHTA84/S98 (3) specifically prevents the deemed disposition from being a potentially exempt transfer (IHTM04057), but being a deemed disposition (IHTM04023) rather than a deemed transfer of value (IHTM04025), all the exemptions are available against the resulting transfer of value. (IHTM04024)


The company has an issued share capital of 100 shares, Poppy owns 60 shares and Briony owns 40. 60 shares are issued to Poppy’s son and 40 to Briony’s daughter.

Poppy now has 60 shares out of 200 and has lost control of the company. Briony now has an ‘uninfluential’ 20% holding compared to her ‘influential’ 40% holding. The values of both Poppy’s and Briony’s shareholding in the company have substantially diminished and each has made a transfer of value.