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HMRC internal manual

Stamp Taxes on Shares Manual

HM Revenue & Customs
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Companies and shareholders: company takeovers: compulsory acquisitions

Although a 51 per cent shareholding is the threshold for a controlling interest, once the offer is accepted by holders of at least 90 per cent (per value and voting rights) of the relevant shares, both the offeror and the remaining minority shareholders have additional rights under the Companies Act 2006 in respect of the remaining shares:

  • ‘Squeeze-out’ rights (S979 CA 2006): the offeror is entitled (subject to notice) to compulsorily acquire the remaining shares from the dissenting shareholders
  • ‘Sell-out’ rights (S983 CA 2006): within the remaining offer period, a minority shareholder who has not already accepted the offer may require the offeror to acquire their shares.