Change 1 Article Choose an article Title and introductory text 1 Capital gains tax 1A Territorial scope 1B Non-UK residents: UK branch or agency 1C Non-UK residents: disposing of an “interest in UK land” 1D Non-UK residents: assets deriving 75% of value from UK land etc 1E Losses deductible only when within scope of tax etc 1F Allowable losses to be used in most beneficial way etc 1G Gains accruing to UK resident individuals in split years 1H The main rates of CGT 1I Income taxed at higher rates or gains exceeding unused basic rate band 1J Section 1I: definitions and other supplementary provision 1K Annual exempt amount 1L Increasing annual exempt amount to reflect increases in CPI 1M Temporary non-residents 1N Section 1M(1): assets acquired in temporary period of non-residence 1O Definitions used in Chapter 2 Corporation tax on chargeable gains 2A Company's total profits to include chargeable gains 2B Territorial scope of charge to corporation tax on chargeable gains 2C Non-UK resident company with UK permanent establishment 2D Application of CGT principles in calculating gains and losses 2E References to income tax or Income Tax Acts in case of companies 2F Interaction of capital gains tax and corporation tax 2G Assets of a company vested in a liquidator 3 Gains attributed to UK resident individuals etc 3A Gains connected to avoidance or foreign activities etc 3B Participators and their interests 3C Prevention of double UK taxation 3D Individuals who were non-UK domiciled 3E Temporary non-residents 3F Non-resident groups of companies 3G Supplementary provisions 4 Rates of capital gains tax 4A Section 4: special cases 4B Deduction of losses etc in most beneficial way 4BA Rates, and use of unused basic rate band, in certain cases 4BB Residential property gain or loss 5 Accumulation and discretionary settlements. 6 Other special cases. 7 Time for payment of tax. 8 Company’s total profits to include chargeable gains. 9 Residence, including temporary residence. 10 Non-resident with United Kingdom branch or agency. 10A Temporary non-residents. 10AA Section 10A: supplementary 10B Non-resident company with United Kingdom permanent establishment 11 Visiting forces and official agents 12 Non-UK domiciled individuals to whom remittance basis applies 13 Attribution of gains to members of non-resident companies. 13A Section 13(5): interpretation 14 Non-resident groups of companies. 14A Section 13: non-UK domiciled individuals 14B Meaning of “non-resident CGT disposal” 14C Meaning of “disposal of a UK residential property interest” 14D Persons chargeable to capital gains tax on NRCGT gains 14E Further provision about use of NRCGT losses 14F Persons not chargeable under section 14D if a claim is made 14G Section 14F: divided companies 14H Section 14F: arrangements for avoiding tax 15 Computation of gains. 16 Computation of losses. 16ZA Losses: non-UK domiciled individuals 16ZB Individual who has made election under section 16ZA: foreign chargeable gains remitted in tax year after tax year in which accrue 16ZC Individual who has made election under section 16ZA and to whom remittance basis applies 16ZD Section 16ZC: supplementary 16A Restrictions on allowable losses 17 Disposals and acquisitions treated as made at market value. 18 Transactions between connected persons. 19 Deemed consideration in certain cases where assets disposed of in a series of transactions. 20 Original market value and aggregate market value for purposes of section 19. 21 Assets and disposals. 22 Disposal where capital sums derived from assets. 23 Receipt of compensation and insurance money not treated as a disposal. 24 Disposals where assets lost or destroyed, or become of negligible value. 24A Structures and buildings contributions allowances: destruction of asset 25 Non-residents: deemed disposals. 25ZA Postponing gain or loss under section 25(3): interests in UK land 25A Long funding leases of plant or machinery: deemed disposals 26 Mortgages and charges not to be treated as disposals. 26A Transfers in respect of dormant assets 27 Disposals in cases of hire-purchase and similar transactions. 28 Time of disposal and acquisition where asset disposed of under contract. 28A Contracts completed after ordinary notification period 29 General provisions. 30 Tax-free benefits. 31 Disposal of shares or securities by a company 31A Asset-holding company leaving the group. 32 Disposals within a group followed by a disposal of shares. 33 Provisions supplementary to sections 30 to 32. 33A Modification of sections 30 to 33 in relation to chargeable intangible asset 34 Transactions treated as a reorganisation of share capital. 35 Assets held on 31st March 1982 (including assets held on 6th April 1965). 35A Disposal of asset acquired on no gain/no loss disposal 36 Deferred charges on gains before 31st March 1982. 36A Re-basing in relation to direct or indirect disposals of UK land 37 Consideration chargeable to tax on income. 37A Consideration on disposal of certain leases 37B Consideration on certain disposals: structures and buildings allowances 38 Acquisition and disposal costs etc. 39 Exclusion of expenditure by reference to tax on income. 39A Exclusion of certain expenditure: structures and buildings allowances 40 Interest charged to capital. 41 Restriction of losses by reference to capital allowances and renewals allowances. 41A Restriction of losses: long funding leases of plant or machinery 42 Part disposals. 43 Assets derived from other assets. 44 Meaning of “wasting asset". 45 Exemption for certain wasting assets. 46 Straightline restriction of allowable expenditure. 47 Wasting assets qualifying for capital allowances. 47A Exemption for certain disposals under, or after leaving, cash basis 47B Disposals made by persons after leaving cash basis 48 Consideration due after time of disposal. 48A Unascertainable consideration 49 Contingent liabilities. 50 Expenditure reimbursed out of public money. 51 Exemption for winnings and damages etc. 52 Supplemental. 52A Chapter to apply only for corporation tax purposes 53 The indexation allowance and interpretative provisions. 54 Calculation of indexation allowance. 55 Assets owned on 31st March 1982 or acquired on a no gain/no loss disposal. 56 Part disposals and disposals on a no-gain/no-loss basis. 57 Receipts etc. which are not treated as disposals but affect relevant allowable expenditure. 58 Spouses and civil partners. 59 Partnerships. 59A Limited liability partnerships. 59AA Limited liability partnerships: deemed disposal 59B Alternative investment fund managers (1) 59C Alternative investment managers (2) 60 Nominees and bare trustees. 61 Funds in court. 62 Death: general provisions. 63 Death: application of law in Scotland. 63A Death: application of law in Northern Ireland 64 Expenses in administration of estates and trusts. 65 Liability for tax of trustees or personal representatives. 66 Insolvents’ assets. 67 Provisions applicable where section 79 of the Finance Act 1980 has applied. 68 Meaning of “settled property". 68A Meaning of “settlor” 68B Transfer between settlements: identification of settlor 68C Variation of will or intestacy, etc: identification of settlor 69 Trustees of settlements. 69A Sub-fund settlements 70 Transfers into settlement. 71 Person becoming absolutely entitled to settled property. 72 Termination of life interest on death of person entitled. 73 Death of life tenant: exclusion of chargeable gain. 74 Effect on sections 72 and 73 of relief under section 165 or 260. 75 Death of annuitant. 76 Disposal of interests in settled property. 76A Disposal of interest in settled property: deemed disposal of underlying assets. 76B Transfers of value by trustees linked with trustee borrowing. 77 Charge on settlor with interest in settlement. 78 Right of recovery. 79 Provisions supplemental to sections 77 and 78. 79A Restriction on set-off of trust losses. 79B Attribution to trustees of gains of non-resident companies. 80 Trustees ceasing to be resident in U.K. 80A Postponing gain or loss under section 80(2): interests in UK land 81 Death of trustee: special rules. 82 Past trustees: liability for tax. 83 Trustees ceasing to be liable to U.K. tax. 83A Trustees both resident and non-resident in a year of assessment 84 Acquisition by dual resident trustees. 85 Disposal of interests in non-resident settlements. 85A Transfers of value: attribution of gains to beneficiaries and treatment of losses 86 Attribution of gains to settlors with interest in non-resident or dual resident settlements. 86A Attribution of gains to settlor where temporarily non-resident 87 Non-UK resident settlements: attribution of gains to beneficiaries 87A Section 87: matching 87B Section 87: remittance basis 87BA Sections 87 and 87A: disregard of capital payments made from carried interest gains 87C Sections 87 and 87A: disregard of certain capital payments 87D Sections 87 and 87A: disregard of capital payments to non-residents 87E Sections 87 and 87A: disregarded payments to temporary non-resident 87F Sections 87 and 87A: disregarded payments in year settlement ends 87G Settlor liable if capital payment received by close family member 87H Meaning of “close member of the settlor's family” 87HA Onward gifts from non-residents or qualifying new residents 87I Non-UK resident settlements: recipients of onward gifts 87J Relevant parts of payment from which onward gift derived 87K Attribution of gains or payments to recipient of onward gift 87L Cases where settlor liable following onward gift 87M Cases where recipient of onward gift is user of remittance basis 87N Sections 87 and 87A: disregard of payments to migrating beneficiary 87P Sections 87 and 87A: temporary migration after payment disregarded 88 Gains of dual resident settlements. 89 Migrant settlements etc. 90 Sections 87 and 89(2): transfers between settlements 90A Section 90: transfers made for consideration in money or money's worth 91 Increase in tax payable under section 87 or 89(2). 92 Qualifying amounts and matching. 93 Matching: special cases. 94 Transfers of settled property where qualifying amounts not wholly matched. 95 Matching after transfer. 96 Payments by and to companies. 97 Supplementary provisions. 97A Value of benefit conferred by capital payment made by way of loan 97B Value of benefit conferred by capital payment made by way of making movable property available 97C Value of benefit conferred by capital payment made by way of making land available 98 Power to obtain information for purposes of sections 87 to 90. 98A Settlements with foreign element: information. 99 Application of Act to unit trust schemes. 99A Treatment of umbrella schemes 99B Calculation of the disposal cost of accumulation units 100 Exemption for authorised unit trusts etc. 100A Exemption for certain EEA UCITS 101 Transfer of company’s assets to investment trust. 101A Transfer within group to investment trust. 101B Transfer of company’s assets to venture capital trust. 101C Transfer within group to venture capital trust. 102 Collective investment schemes with property divided into separate parts. 103 Restriction on availability of indexation allowance. 103A Application of Act to certain offshore funds 103B Application of section 99B to transparent funds 103C Power to make regulations about collective investment schemes 103D Application of Act to tax transparent funds 103DA Tax transparent funds: share pooling etc 103DB UK property rich collective investment vehicles etc 103DC Co-ownership schemes which are to be treated as partnerships 103E Application of Chapter 103F Exchanges of units for units in the same scheme 103G Exchange of units for those in another collective investment scheme 103H Scheme of reconstruction involving issue of units 103I Scheme of reconstruction involving conversion scheme 103J Supplementary provisions 103K Restriction on application of sections 103G, 103H and 103I : anti-avoidance 103KA Carried interest 103KB Carried interest: consideration on disposal etc of right 103KC Carried interest: foreign chargeable gains 103KD Carried interest: anti-avoidance 103KE Carried interest: avoidance of double taxation 103KF Relief for external investors on disposal of partnership asset 103KFA Election for carried interest gains to be chargeable as scheme profits arise 103KFB Election in relation to scheme to apply to associated schemes 103KFC Interaction with other charges 103KFD Deemed accrual of loss where carried interest never arises 103KFE Anti-avoidance 103KG Meaning of “arise” in Chapter 5 103KH Interpretation of Chapter 5 104 Share pooling: general interpretative provisions. 105 Disposal on or before day of acquisition of shares and other unidentified assets. 105A Shares acquired on same day: election for alternative treatment 105B Provision supplementary to section 105A 106 Disposal of shares and securities by company within prescribed period of acquisition. 106A Identification of securities: ... capital gains tax. 107 Identification of securities etc: general rules for corporation tax. 108 Identification of relevant securities for corporation tax. 109 Corporation tax: pre-April 1982 share pools. 110 Indexation for section 104 holdings for corporation tax. 110A Indexation for section 104 holdings: capital gains tax. 111 Indexation: building society etc. shares. 112 Parallel pooling regulations: corporation tax. 113 Calls on shares: corporation tax. 114 Consideration for options: corporation tax. 115 Exemptions for gilt-edged securities and qualifying corporate bonds etc. 116 Reorganisations, conversions and reconstructions. 116A Holding beginning or ceasing to fall within section 490 of CTA 2009 116B Shares beginning or ceasing to be shares to which section 521B of CTA 2009 applies 117 Meaning of “qualifying corporate bond". 117A Assets that are not qualifying corporate bonds for corporation tax purposes. 117B Holdings in unit trusts and offshore funds excluded from treatment as qualifying corporate bonds. 118 Amount to be treated as consideration on disposal of deep discount securities etc. 119 Transfers of securities subject to the accrued income scheme. 119A Increase in expenditure by reference to tax charged in relation to employment-related securities 119B Section 119A: unchargeable, and unremitted chargeable, foreign securities income 119C Section 119A: unremitted Part 7A income 120 Increase in expenditure by reference to tax charged in relation to shares etc. 121 Exemption for government non-marketable securities. 122 Distribution which is not a new holding within Chapter II. 123 Disposal of right to acquire shares or debentures. 124 Disposal of shares: relief in respect of income tax consequent on shortfall in distributions. 125 Shares in close company transferring assets at an undervalue. 125A Effect of share loss relief 126 Application of sections 127 to 131. 127 Equation of original shares and new holding. 128 Consideration given or received by holder. 129 Part disposal of new holding. 130 Composite new holdings. 131 Indexation allowance. 132 Equation of converted securities and new holding. 133 Premiums on conversion of securities. 134 Compensation stock. 135 Exchange of securities for those in another company 136 Scheme of reconstruction involving issue of securities 137 Restriction on application of sections 135 and 136 : anti-avoidance. 138 Procedure for clearance in advance. 138ZA Share exchanges involving non-UK incorporated close companies 138ZB Treatment of securities connected with such exchanges 138ZC Election to disapply section 135 or 136 138A Use of earn-out rights for exchange of securities. 139 Reconstruction ... involving transfer of business. 140 Postponement of charge on transfer of assets to non-resident company. 140A Transfer or division of UK business 140B Section 140A: anti-avoidance. 140C Transfer or division of non-UK business 140D Section 140C: anti-avoidance. 140DA Securities issued on division of business 140E Merger leaving assets within UK tax charge 140F Merger: assets outside UK tax charge 140G Treatment of securities issued on merger 140GA Disapplication of sections 24 and 122 where subsidiary merges with its parent 140H Share exchanges 140I Division of business or transfer of assets 140J Mergers 140K Transparent entities: taxation after merger, &c 140L Interpretation 142 Capital gains on stock dividends. 142A REITs: chargeable gains on stock dividends 143 Commodity and financial futures and qualifying options. 144 Options and forfeited deposits. 144ZA Application of market value rule in case of exercise of option 144ZB Exception to rule in section 144ZA 144ZC Section 144ZB: non-commercial exercise of option 144ZD Section 144ZB: alteration of value to obtain tax advantage 144A Cash-settled options. 145 Call options: indexation allowance. 146 Options: application of rules as to wasting assets. 147 Quoted options treated as part of new holdings. 148 Traded options: closing purchases. 148A Futures and options involving guaranteed returns 148B Deemed disposals at a gain under section 564(4) of ITTOIA 2005 148C Deemed disposals at a loss under section 564(4) of ITTOIA 2005 149 Rights to acquire qualifying shares. 149A Employment-related securities options 149AA Restricted and convertible employment-related securities and employee shareholder shares 149AB Shares in research institution spin-out companies 149B Employee incentive schemes: conditional interests in shares. 149C Priority share allocations 150 Business expansion schemes. 150A Enterprise investment scheme. 150B Enterprise investment scheme: reduction of EIS relief. 150C Enterprise investment scheme: re-investment. 150D Enterprise investment scheme: application of taper relief 150E Seed enterprise investment scheme 150F Seed enterprise investment scheme: reduction of relief 150G Seed enterprise investment scheme: re-investment 151 Personal equity plans. 151A Venture capital trusts: reliefs. 151B Venture capital trusts: supplementary. 151BA CITR: identification of securities or shares on a disposal 151BB CITR: rights issues etc 151BC CITR: company reconstructions etc 151C Strips: manipulation of price: associated payment giving rise to loss 151D Corporate strips: manipulation of price: associated payment giving rise to loss 151E Exchange gains and losses from loan relationships: regulations 151F Treatment of alternative finance arrangements 151G Regulations where non-qualifying shares conditions altered 151H Introduction 151I Meaning of “financial institution” 151J Purchase and resale arrangements 151K Diminishing shared ownership arrangements : initial acquisition 151KA Diminishing shared ownership arrangements: refinancing 151L Deposit arrangements 151M Profit share agency arrangements 151N Investment bond arrangements 151O Provision not at arm's length: exclusion of arrangements from sections 151J to 151N 151P Purchase and resale arrangements 151Q Purchase and resale arrangements where return in foreign currency 151R Diminishing shared ownership arrangements 151S Other arrangements 151T Investment bond arrangements are qualifying corporate bonds 151U Treatment of bond-holder and bond-issuer 151V Treatment as securities 151W Investment bond arrangements not unit trust scheme or offshore fund 151X Exclusion of some alternative finance return from sale consideration 151Y Diminishing shared ownership arrangements : further provision 151Z Diminishing shared ownership arrangements: further provision in respect of refinancing 152 Roll-over relief. 153 Assets only partly replaced. 153A Provisional application of sections 152 and 153. 154 New assets which are depreciating assets. 155 Relevant classes of assets. 156 Assets of Class 1. 156ZA Intangible fixed assets: roll-over relief 156ZB Intangible fixed assets: interaction with relief under Chapter 7 of Part 8 of CTA 2009 156A Cessation of trade by limited liability partnership. 157 Trade carried on by family company: business assets dealt with by individual. 158 Activities other than trades, and interpretation. 159 Non-residents: roll-over relief. 159A Disposals of interests in UK land by non-residents: roll-over relief 160 Dual resident companies: roll-over relief. 161 Appropriations to and from stock. 162 Roll-over relief on transfer of business. 162A Election for section 162 not to apply 162B Disincorporation relief: assets (including pre-FA 2002 goodwill) 162C Disincorporation relief: post-FA 2002 goodwill 163 Relief for disposals by individuals on retirement from family business. 164 Other retirement relief. 164A Relief on re-investment for individuals. 164B Roll-over relief on re-investment by trustees. 164BA Interaction with retirement relief 164C Restriction applying to retirement relief and roll-over relief on re-investment. 164D Relief carried forward into replacement shares. 164E Application of Chapter in cases of an exchange of shares. 164F Failure of conditions of relief. 164FA Loss of relief in cases where shares acquired on being issued. 164FF Qualifying investment acquired from husband or wife. 164FG Multiple claims. 164G Meaning of “qualifying company". 164H Property companies etc. not to be qualifying companies. 164I Qualifying trades. 164J Provisions supplementary to section 164I. 164K Foreign residents. 164L Anti-avoidance provisions. 164M Exclusion of double relief. 164MA Exclusion of double relief 164N Interpretation of Chapter IA. 165 Relief for gifts of business assets. 165A Meaning of “holding company”, “trading company” and “trading group” 166 Gifts to non-residents. 167 Gifts to foreign-controlled companies. 167A Gifts of direct or indirect interests in UK land to non-residents 168 Emigration of donee. 168A Postponing held-over gain: interests in UK land 169 Gifts into dual resident trusts. 169A Cessation of trade by limited liability partnership 169B Gifts to settlor-interested settlements etc 169C Clawback of relief if settlement becomes settlor-interested etc 169D Exceptions to sections 169B and 169C 169E Meaning of “settlor” in sections 169B to 169D and 169G 169F Meaning of “interest in a settlement” in sections 169B to 169D 169G Meaning of “arrangement” in sections 169B to 169E and information power 169H Introduction 169I Material disposal of business assets 169J Disposal of trust business assets 169K Disposal associated with relevant material disposal 169L Relevant business assets 169LA Relevant business assets: goodwill transferred to a close company 169M Relief to be claimed 169N Amount of relief: general 169O Amount of relief: special provisions for certain trust disposals 169P Amount of relief: special provision for certain associated disposals 169Q Reorganisations: disapplication of section 127 169R Reorganisations involving acquisition of qualifying corporate bonds 169S Interpretation of Chapter 169SA Meaning of “trading company” and “trading group” 169SB Overview of Chapter 169SC Election by individual where company ceases to be personal company 169SD Supplementary election to defer gains until subsequent disposal 169SE Application of section 169SD where section 116 applies 169SF Application of section 169SD where sections 127 to 130 apply 169SG Elections under sections 169SC and 169SD 169SH Claims for relief in respect of subsequent disposals 169T Overview of Chapter 169U Eligibility conditions for deferred business asset disposal relief 169V Operation of deferred business asset disposal relief 169VA Overview of Chapter 169VB Qualifying shares, potentially qualifying shares and excluded shares 169VC Investors' relief 169VD Disposal where holding consists partly of qualifying shares 169VE Which shares are in holding immediately before disposal 169VF Shares treated as disposed of in previous disposal where claim made 169VG Shares treated as disposed of in previous disposal: no claim made 169VH Disposals by trustees: further conditions for relief 169VI Disposals by trustees: relief reduced in certain cases 169VJ Disposals of interests in shares: joint holdings etc 169VK Cap on relief for disposal by an individual 169VL Cap on relief for disposal by trustees of a settlement 169VM Claims for relief 169VN Reorganisations where no consideration given 169VO The appropriate number 169VP Reorganisations where consideration given 169VQ Exchange of shares for those in another company 169VR New shares issued on scheme of reconstruction 169VS Modification of conditions for being a qualifying share 169VT Election to disapply section 127 169VU “Subscribe” etc 169VV “Trading company” etc 169VW “Relevant employee” 169VX “Unremunerated director” 169VY General definitions 170 Interpretation of sections 171 to 181. 171 Transfers within a group: general provisions. 171A Election to reallocate gain or loss to another member of the group 171B Election under section 171A: effect 171C Elections under section 171A: insurance companies 172 Transfer of United Kingdom branch or agency. 173 Transfers within a group: trading stock. 174 Disposal or acquisition outside a group. 175 Replacement of business assets by members of a group. 176 Depreciatory transactions within a group. 177 Dividend stripping. 177A Restriction on set-off of pre-entry losses. 177B Restrictions on setting losses against pre-entry gains. 178 Company ceasing to be member of group: pre-appointed day cases. 179 Company ceasing to be member of group: post-appointed day cases. 179ZA Claim for adjustment of calculations under section 179 179A Reallocation within group of gain or loss accruing under section 179 179B Roll-over of degrouping charge on business assets 180 Transitional provisions. 181 Exemption from charge under 178 or 179 in the case of certain mergers. 182 Disposals of debts. 183 Disposals of shares. 184 Definitions and other provisions supplemental to sections 182 and 183. 184A Restrictions on buying losses: tax avoidance schemes 184B Restrictions on buying gains: tax avoidance schemes 184C Sections 184A and 184B: meaning of “qualifying change of ownership” 184D Sections 184A and 184B: meaning of “tax advantage” 184E Sections 184A and 184B: “pre-change assets”: basic rules 184F Sections 184A and 184B: “pre-change assets”: pooling rules 184G Avoidance involving losses: schemes converting income to capital 184H Avoidance involving losses: schemes securing deductions 184I Notices under sections 184G and 184H 184J Asset subject to EU exit charge on becoming chargeable asset 185 Deemed disposal of assets on company ceasing to be resident in U.K. 186 Deemed disposal of assets on company ceasing to be liable to U.K. taxation. 187 Postponement of charge on deemed disposal under section 185 or 186. 187A Deemed disposal under section 185: ATED-related gains and losses 187B Postponing gain or loss under section 185(2): interests in UK land 188 Dual resident companies: deemed disposal of certain assets. 188A Election for pooling 188B Meaning of “NRCGT group” 188C Transfers within an NRCGT group 188D Person chargeable to capital gains tax on NRCGT gains accruing to members of an NRCGT group 188E Further provision about group losses 188F Companies becoming eligible to join an NRCGT group 188G Company ceasing to be a member of an NRCGT group 188H The responsible members of an NRCGT group 188I Joint and several liability of responsible members 188J The representative company of an NRCGT group 188K Interpretation of sections 188A to 188J 189 Capital distribution of chargeable gains: recovery of tax from shareholder. 190 Tax recoverable from another group company or controlling director. 192 Tax exempt distributions. 192A Exemptions for gains or losses on disposal of shares etc 193 Roll-over relief not available for gains on oil licences. 194 Disposals of oil licences relating to undeveloped areas. 195 Allowance of certain drilling expenditure etc. 195A Oil licence swaps 195B Licence-consideration swap 195C Company that receives mixed consideration: N exceeds C 195D Company that receives mixed consideration: N does not exceed C 195E Company that gives mixed consideration 195F Reimbursed expenditure 196 Interpretation of sections 194 to 195F . 197 Disposals of interests in oil fields etc: ring fence provisions. 198 Replacement of business assets used in connection with oil fields. 198A Ring fence reinvestment: whole consideration reinvested 198B Ring fence reinvestment: part of consideration reinvested 198C Provisional application of sections 198A and 198B 198D No double claims 198E Ring fence reinvestments and disposal consideration 198F Qualification for roll-over relief 198G Qualification for section 153 relief 198H Acquisition by member of same group 198I Exploration, appraisal and development expenditure 198J Oil and gas: reinvestment after pre-trading disposal 198K Provisional application of section 198J 198L Expenditure by member of same group 199 Exploration or exploitation assets: deemed disposals 200 Limitation of losses on disposal of oil industry assets held on 31st March 1982. 201 Royalties. 202 Capital losses. 203 Provisions supplementary to section 202 . 204 Policies of insurance and non-deferred annuities 205 Disallowance of insurance premiums as expenses. 206 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210 Life assurance and deferred annuities. 210A Ring-fencing of losses 210B Disposal and acquisition of section 119 or 120 securities 210C Losses on disposal of authorised investment fund assets to connected manager 211 Transfers of business. 211ZA Transfers of business: transfer of unused losses 211A Gains of insurance company from venture capital investment partnership 211B Transfers of assets to certain collective investment schemes 212 Annual deemed disposal of holdings of unit trusts etc. 213 Spreading of gains and losses under section 212. 213A Power to modify ss. 212 and 213 etc in case of CFCs that are offshore funds 214 Transitional provisions. 214A Further transitional provisions. 214B Modification of Act in relation to overseas life insurance companies. 214BA Interpretation 214C Gains not eligible for taper relief. 215 Disposal of assets on amalgamation of building societies etc. 216 Assets transferred from society to company. 217 Shares, and rights to shares, in successor company. 217A Transfer of assets on incorporation of registered friendly society. 217B Rights of members in registered society equated with rights in incorporated society. 217C Subsequent disposal of assets by incorporated society etc. 217D Disposal of assets on union, amalgamation or transfer of engagements 218 Disposals of land between the Regulator of Social Housing, the Secretary of State or Scottish Homes and housing associations. 219 Disposals by housing related bodies. 220 Disposals by Northern Ireland housing associations. 221 Harbour authorities. 222 Relief on disposal of private residence. 222A Determination of main residence: non-resident CGT disposals 222B Non-qualifying tax years 222C Day count test 223 Amount of relief. 223ZA Amount of relief: individual’s residency delayed by certain events 223A Amount of relief: non-resident CGT disposals 223B Additional relief: part of private residence let out 224 Relief under sections 223 and 223B: further provisions. 225 Private residence occupied under terms of settlement. 225A Private residence held by personal representatives 225B Disposals in connection with divorce, etc 225BA Deferred payments on disposals in connection with divorce etc 225C Sale of private residence under certain agreements with employer, etc 225D Private residence of adult placement carer 225E Disposals by disabled persons or persons in care homes etc 226 Private residence occupied by dependent relative before 6th April 1988. 226A Private residence relief: cases where relief obtained under section 260 226B Exception to section 226A 227 Conditions for roll-over relief. 228 Conditions for relief: supplementary. 229 The relief. 230 Dwelling-houses: special provision. 231 Shares: special provision. 232 Chargeable event when replacement assets owned. 233 Chargeable event when replacement property owned. 234 Chargeable events when bonds owned. 235 Information. 236 Prevention of double charge. 236A Relief for transfers to share incentive plans 236B Exemption for employee shareholder shares 236C Only first £50,000 of shares under associated agreements to be exempt 236D Shares not exempt if shareholder or connected person has material interest in company 236E Identification of exempt employee shareholder shares 236F Reorganisation of share capital involving employee shareholder shares 236G Relinquishment of employment rights is not disposal of an asset 236H Disposals to employee-ownership trusts 236I Trading requirement 236J All-employee benefit requirement 236K Further provision about the equality requirement 236L Cases in which all-employee benefit requirement treated as met 236LA Trustee independence requirement 236M Controlling interest requirement 236N Limited participation requirement 236O No section 236H relief if disqualifying event in next four tax years 236P Events which trigger deemed disposal and reacquisition by trustees 236Q Relief for deemed disposals under section 71 236R No section 236Q relief if disqualifying event in next four tax years 236S Identification of shares where section 236H or 236Q applies 236T Further provision about significant and controlling interests 236U Interpretation of sections 236H to 236U 237 Superannuation funds, annuities and annual payments. 237A Share option schemes: release and replacement of options. 238 Approved profit sharing and share option schemes. 238A ... Share schemes and share incentives 239 Disposals to trustees of employee trusts 239ZA Relief for disposals by trustees of employee trusts 239A De-registration of registered pension schemes 240 Leases of land and other assets. 241 UK furnished holiday lettings. 241A EEA furnished holiday lettings 242 Small part disposals. 243 Part disposal to authority with compulsory powers. 244 Part disposal: consideration exceeding allowable expenditure. 245 Compensation paid on compulsory acquisition. 246 Time of disposal and acquisition. 247 Roll-over relief on compulsory acquisition. 247A Provisional application of section 247. 248 Provisions supplementary to section 247. 248A Roll-over relief on disposal of joint interests in land: conditions 248B Calculation of relief 248C Excluded land 248D Milk quotas 248E Relief on disposal of joint interests in private residence 249 Grants for giving up agricultural land. 250 Woodlands. 251 General provisions. 252 Foreign currency bank accounts. 252A Foreign currency bank accounts and the remittance basis 253 Relief for loans to traders. 254 Relief for debts on qualifying corporate bonds. 255 Provisions supplementary to section 254. 255A Hold-over relief for gains re-invested in social enterprises 255B Gains and losses on investments in social enterprises 255C Application of section 255B(2) where maximum SI relief not obtained 255D Application of section 255B(2) where SI relief has been reduced 255E Reorganisations involving shares to which SI relief is attributable 256 Charities. 256A Attributing gains to the non-exempt amount: charitable trusts 256B How gains are attributed to the non-exempt amount: charitable trusts 256C Attributing gains to the non-exempt amount: charitable companies 256D How gains are attributed to the non-exempt amount: charitable companies 257 Gifts to charities etc. 257A Tainted charity donations 257B Associated donations in relation to tainted charity donations 258 Works of art etc. 259 Gifts to housing associations. 260 Gifts on which inheritance tax is chargeable etc. 261 Section 260 relief: gifts to non-residents. 261ZA Gifts of direct or indirect interests in UK land to non-residents 261A Disposal of know-how as part of disposal of all or part of a trade 261B Treating trade loss etc as CGT loss 261C Meaning of “the maximum amount” for purposes of section 261B 261D Treating excess post-cessation trade or property relief as CGT loss 261E Meaning of “the maximum amount” for purposes of section 261D 261F Deemed manufactured payments: effect on repurchase price 261G Price differences under repos: effect on repurchase price 261H Power to modify section 261G in non-arm's length case 262 Chattel exemption. 263 Passenger vehicles. 263AZA Renewables obligation certificates for domestic microgeneration 263ZA Former employees: employment-related liabilities 263A Agreements for sale and repurchase of securities: capital gains tax 263AA Section 263A: interpretation 263B Stock lending arrangements. 263C Stock lending involving redemption. 263CA Stock lending: insolvency etc of borrower 263D Gains accruing to persons paying manufactured dividends 263E Structured finance arrangements 263F Power to modify repo provisions: non-standard repo cases 263G Power to modify repo provisions: redemption arrangements 263H Sections 263F and 263G: supplementary provisions 263I Powers about manufactured overseas dividends 264 Relief for local constituency associations of political parties on reorganisation of constituencies. 265 Designated international organisations. 266 Inter-American Development Bank. 267 Sharing of transmission facilities. 268 Decorations for valour or gallant conduct. 268A Victims of National-Socialist persecution 268B Compensation for deprivation of foreign assets 269 Foreign currency for personal expenditure. 270 Chevening Estate. 271 Other miscellaneous exemptions. 271ZA Visiting forces and staff of designated allied headquarters 271ZB Official agents of Commonwealth countries or Republic of Ireland etc 271A Overview of Chapter 271B Branch or agency treated as UK representative 271C Trade or profession carried on in partnership 271D Interpretation of Chapter 271E Introduction to Chapter 271F Obligations and liabilities of UK representative 271G Exceptions: notices and information 271H Exceptions: criminal offences and penalties etc 271I Indemnities 271J Meaning of “non-UK resident” and “independent agent” 272 Valuation: general. 273 Unquoted shares and securities. 274 Value determined for inheritance tax. 275 Location of assets. 275A Location of certain intangible assets 275B Section 275A: supplementary provisions 275C Location of assets: interests of co-owners 276 The territorial sea and the continental shelf. 276A No gain/no loss: foreign permanent establishment exemption 277 Double taxation relief. 278 Allowance for foreign tax. 279 Foreign assets: delayed remittances. 279A Deferred unascertainable consideration: election for treatment of loss 279B Provisions supplementary to section 279A 279C Effect of election under section 279A 279D Elections under section 279A 280 Consideration payable by instalments. 281 Payment by instalments of tax on gifts. 282 Recovery of tax from donee. 283 Repayment supplements. 284 Income tax decisions. 284A Concessions that defer a charge. 284B Provisions supplementary to section 284A. 285 Recognised investment exchanges. 285A UK Economic Interest Groupings European Economic Interest Groupings 286 Connected persons: interpretation. 286A Residence of companies 287 Orders and regulations made by the Treasury or the Board. 288 Interpretation. 289 Commencement. 290 Savings, transitionals, consequential amendments and repeals. 291 Short title. Schedule D1 Relief for new residents on foreign gains SCHEDULE 1 UK resident individuals to whom the remittance basis applied SCHEDULE 1A Assets deriving 75% of value from UK land etc SCHEDULE 1C Annual exempt amount in cases involving settled property SCHEDULE 2 Assets held on 6th April 1965 SCHEDULE 3 Assets held on 31st March 1982 SCHEDULE 4 Deferred charges on gains before 31st March 1982 SCHEDULE 4ZA Sub-fund settlements SCHEDULE 4A Disposal of interest in settled property: deemed disposal of underlying assets SCHEDULE 4AA Re-basing for non-residents in respect of UK land etc held on 5 April 2019 SCHEDULE 4B Transfers of value by trustees linked with trustee borrowing SCHEDULE 4C Transfers of value: attribution of gains to beneficiaries SCHEDULE 5 Attribution of gains to settlors with interest in non-resident or dual resident settlement SCHEDULE 5A Settlements with foreign element: information SCHEDULE 5AZA Meaning of “scheme of reconstruction” SCHEDULE 5AA Meaning of “scheme of reconstruction” SCHEDULE 5AAA UK property rich collective investment vehicles etc SCHEDULE 5B Enterprise investment scheme: re-investment SCHEDULE 5BB Seed enterprise investment scheme: re-investment SCHEDULE 5C Venture capital trusts: deferred charge on re-investment SCHEDULE 7 Relief for gifts of business assets SCHEDULE 7ZA Business asset disposal relief: “trading company” and “trading group” SCHEDULE 7ZB Investors' relief: disqualification of shares SCHEDULE 7A Restriction on set-off of pre-entry losses SCHEDULE 7AC Exemptions for disposals by companies with substantial shareholding SCHEDULE 7AD Gains of insurance company from venture capital investment partnership SCHEDULE 7C Relief for transfers to Schedule 2 share plans SCHEDULE 7D ... Share schemes and share incentives SCHEDULE 8 Leases SCHEDULE 8A SCHEDULE 8B Hold-over relief for gains re-invested in social enterprises SCHEDULE 9 Gilt-edged securities SCHEDULE 10 Consequential amendments SCHEDULE 11 Transitional provisions and savings SCHEDULE 12 Repeals schedule-n15
What to do with it
As published
135 Exchange of securities for those in another company
(1) This section applies in the following circumstances where a company (“company B”) issues shares or debentures to a person in exchange for shares in or debentures of another company (“company A”).
(2) The circumstances are:
Case 1
Where company B holds, or in consequence of the exchange will hold, more than 25% of the ordinary share capital of company A.
Case 2
Where company B issues the shares or debentures in exchange for shares as the result of a general offer—
made to members of company A or any class of them (with or without exceptions for persons connected with company B), and
made in the first instance on a condition such that if it were satisfied company B would have control of company A.
Case 3
Where company B holds, or in consequence of the exchange will hold, the greater part of the voting power in company A.
(3) Where this section applies, sections 127 to 131 (share reorganisations etc) apply with the necessary adaptations as if company A and company B were the same company and the exchange were a reorganisation of its share capital.
(4) In this section “ordinary share capital” has the meaning given by section 1119 of CTA 2010 and also includes—
(a) in relation to a unit trust scheme, any rights that are treated by section 99(1)(b) of this Act (application of Act to unit trust schemes) as shares in a company, and
(b) in relation to a company that has no share capital, any interests in the company possessed by members of the company.
(5) This section applies in relation to a company that has no share capital as if references to shares in or debentures of the company included any interests in the company possessed by members of the company.
(6) This section has effect subject to section 137 (anti-avoidance).
Your wording
Your change, as a redline
135 Exchange of securities for those in another company
(1) This section applies in the following circumstances where a company (“company B”) issues shares or debentures to a person in exchange for shares in or debentures of another company (“company A”).
(2) The circumstances are:
Case 1
Where company B holds, or in consequence of the exchange will hold, more than 25% of the ordinary share capital of company A.
Case 2
Where company B issues the shares or debentures in exchange for shares as the result of a general offer—
made to members of company A or any class of them (with or without exceptions for persons connected with company B), and
made in the first instance on a condition such that if it were satisfied company B would have control of company A.
Case 3
Where company B holds, or in consequence of the exchange will hold, the greater part of the voting power in company A.
(3) Where this section applies, sections 127 to 131 (share reorganisations etc) apply with the necessary adaptations as if company A and company B were the same company and the exchange were a reorganisation of its share capital.
(4) In this section “ordinary share capital” has the meaning given by section 1119 of CTA 2010 and also includes—
(a) in relation to a unit trust scheme, any rights that are treated by section 99(1)(b) of this Act (application of Act to unit trust schemes) as shares in a company, and
(b) in relation to a company that has no share capital, any interests in the company possessed by members of the company.
(5) This section applies in relation to a company that has no share capital as if references to shares in or debentures of the company included any interests in the company possessed by members of the company.
(6) This section has effect subject to section 137 (anti-avoidance).
A proposal here is not law. Support on Solon is evidence that people want the change; the official route says what it takes to make it law.