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HMRC internal manual

International Manual

Distribution exemption: Exemption for all other companies: those that do not issue shares

Companies that do not issue shares in accordance with memoranda and articles envisaged by the Companies Act 2006

The equity capital of certain types of foreign company is often of a different form to ordinary share capital of a UK company. Furthermore, certain types of company do not issue ordinary share capital at all. HMRC will regard the ‘share’ capital of a foreign company as ordinary share capital if it has characteristics which are analogous to the ordinary share capital of a UK company incorporated under the Companies Act and which has issued shares.

In cases of uncertainty, refer to CG/APP11-Meaning of Ordinary Share Capital (Originally published as Revenue & Customs Brief 54/07).


Delaware Limited Liability Companies (“DLLC”)

HMRC’s practice concerning Delaware LLCs is set out in CG/APP11-Meaning of Ordinary Share Capital. Broadly, HMRC will accept that a DLLC has issued certificates in accordance with the law of Delaware certifying the members’ interests.

Other foreign bodies corporate

Whether other types of companies have ordinary share capital should be decided following the factors set on CG/APP11-Meaning of Ordinary Share Capital.