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HMRC internal manual

Lloyd's Manual

HM Revenue & Customs
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Capital gains: Names: syndicate capacity: disposals: conversion

LLM6000 onwards explains ‘conversion’ in more detail.

When individual Names convert to limited liability vehicles, they may do this by becominga shareholder in a corporate member, or by becoming a partner in a Scottish limitedpartnership or Limited Liability Partnership member of Lloyd’s. As part of conversionschemes, Names commonly transfer their syndicate capacity to the corporate or SLP/LLPmember, and their Funds at Lloyd’s become interavailable. Transfers to companies aredisposals for capital gains tax purposes. Roll-over relief may be available on such atransfer in some circumstances, although the gain may not be rolled over into the sharesin the corporate member itself (LLM8220).

For transfers to SLPs or LLPs, a capital gains tax charge will only arise if the transferis otherwise than by way of a bargain made at arm’s length (paragraph 7 SP/D12). Again will not arise provided that all of the value of the capacity transferred (asascertained and registered for the purposes of the Limited Partnerships Act 1907 orLimited Liability Partnerships Act 2000) is credited to the capital account in the booksof the partnership and not revalued, and the Name’s account is not subsequentlycredited (except on account of a further contribution of capacity or cash by way ofcapital) or debited until they leave the partnership.

See LLM6120 for more details on the application of capital gainstax rules to SLPs.

Conversions on or after 6 April 2004

See LLM6160 for guidance on the income tax and capital gainstax reliefs introduced by FA04 for Names who convert to limited liability underwritingunder Lloyd’s conversion schemes on or after 6 April 2004.