VCT: VCT mergers: HMRC approval: application procedure
SI2004/2199 Regulation 9 & 10
Applications should include detailed particulars of the transactions to be effected in connection with the proposed merger.
HMRC will respond to such applications within 30 days of receipt by:
- notifying the applicant that they are satisfied that the approval criteria (VCM57030) have been met, or
- giving notice that they require further information in order to reach a decision, or
- notifying the applicant that they are not satisfied with their application.
Where HMRC seeks further particulars in order to inform their decision and this is not provided within 30 days (or such longer time as may allowed in any particular case) HMRC is not obliged to proceed further with the application. But where those particulars are provided on time HMRC has a further 30 days from receipt of those particulars to notify its decision to the applicant (or seek further particulars).
Conditional approval where successor company is not a VCT or is a VCT which has only provisional approval
Where the successor company is not one of the merging companies (examples 3 & 4 in VCM57020) providing none of the transactions involved in the merger have taken place, HMRC may grant conditional approval of the merger. Such approval will be dependant on the successor subsequently obtaining full approval as a VCT.
Appeals against HMRC decision
In cases where HMRC notify the applicant that they are not satisfied that the approval criteria have been met the applicant may, within 30 days of that notification being given, require HMRC to refer their application to the First-tier Tribunal. There is the same recourse were HMRC to fail to respond, as above, within 30 days of application or further particulars.
Any subsequent decision by First-tier Tribunal that the application should be approved takes effect as though it was a notification of approval by HMRC.
Supply of information to joint applicants
Applications to HMRC can be made jointly by two or more companies. In such cases HMRC is authorised to supply any joint applicants with information and correspondence relating to the application or any related decision or change in circumstances relating to their application.
Misleading or incomplete information
Where an application is later discovered to be have been made on the basis of incomplete or inaccurate information then, unless it can be shown that the missing information was not in the applicant’s power or possession, any approval granted is void.