VCT: VCT approval: definition of ‘securities’, and references to a company’s investments
ITA07/S285(2), (4) and (5)
Definition of ‘securities’
‘Securities’ covers not only loan and debenture stock but any loan, subject to the restrictions set out below and in VCM54095.
Prior to an amendment made by section 17 and Schedule 5 of the Finance Act 2018 secured loans came within the definition of ‘securities’ in ITA07/S285(2). Following this amendment (ITA07/S285(2A)(b)) loans made on terms that give the investor rights over the assets of the company, or control of the company itself are excluded. ‘Control’ here is has the meaning given in CTA10/S450. Loans of this type entered into on or after 15 March 2018 will not be ‘securities’ for the purposes of Part 6.
But where a loan is made on normal commercial terms which include a clause allowing for repayment to be enforced in the event of default (for example, on interest payments) that clause is ignored for this purpose - see SP8/95. Note: the Statement of Practice does not cover any clause requiring a loan to be wholly or partially repaid to rectify a breach of the permitted investment limit - see VCM54180.
References to a company’s investments
With effect from 6 April 2007 references to a company’s investments are to include, so far as they would not otherwise do so, all money in the company’s possession and any sum owed to the company if the company has ‘account-holder’s rights’ over that sum, ITA07/S285(4).
A company has account-holder’s rights over an identified or deposited sum owed to it if it has the right to require the holder to pay amounts out of the sum either to it or at its direction, (ITA07/S285(5)). Examples would be bank accounts, whether interest bearing or not, and accounts held on the company’s behalf by third parties such as solicitors or fund managers.
The extension to the meaning of investment in ITA07/S285(4) does not include anything to which the company is not beneficially entitled. Money held for example by the company as trustee for a third party would not usually be included in the company’s investments for the purpose of the 70% and 30% tests. However the company is taken to be beneficially entitled to all sums subscribed for shares issued by the company, and to anything that the company is entitled that represents those sums, ITA07/S285(6).