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HMRC internal manual

Venture Capital Schemes Manual

SEIS: income tax relief: supplementary and general: acquisition of issuing company

ITA07/S257HB to HD

Normally an exchange of shares for other shares counts as a disposal (VCM36020). However, the SEIS has a provision whereby in certain circumstances the new shares are effectively treated as being a continuation of the old holding. Thus the new shares are treated as having been issued when the old shares were issued and the original qualification periods continue to run.

The circumstances in which this treatment is available are where the effect of the exchange is to insert a new holding company over the original investee company. This may be done as part of a rationalisation of the structure of the business or in preparation for obtaining a listing on a stock exchange. The provisions do not apply where two companies become subsidiaries of the same new holding company or in the case of a take-over by an established company.


  • At the time of the exchange, some relief is attributable to the old shares,
  • The new shares are shares in a company in which the only issued shares, immediately before the exchange, are the original subscriber shares,

HMRC confirmed in advance of the exchange that they were satisfied that it would be effected for bona fide commercial reasons and would not form part of a scheme or arrangement to which TCGA92/S137 (1) would apply - in other words, HMRC gave a clearance under TCGA92/S138 (1) - see CG52632

  • The consideration received in exchange for the old shares consists wholly of the new shares.