(1) This section and sections 1060 and 1061 contain the rules for determining whether a person is an associate of another (in relation to a company) for the purposes of this Chapter.
(2) Two persons living together (see section 1116) who are—
(a) a husband and wife, or
(b) civil partners of each other,
are associates of one another.
(3) If a person (“the young person”) is under the age of 18—
(a) the young person is an associate of the young person's parents, and
(b) the young person's parents are associates of the young person.
(4) If a person is connected with a company—
(a) the person is an associate of the company and any company controlled by it, and
(b) the company and any company controlled by it are associates of the person.
(5) If a person—
(a) is connected with one company (“company A”), and
(b) has control of another company (“company B”),
company B is an associate of company A.
(6) If one person is accustomed to act on the directions of another in relation to the affairs of a company, the two persons are associates of one another in relation to that company.
(1) If shares in a company are held by the trustees of a settlement then, in relation to the company—
(a) the trustees are associates of—
(i) any person who (directly or indirectly) provided property to the trustees or has made a reciprocal arrangement for another to do so,
(ii) any person who is, by virtue of section 1059(2) or (3), an associate of a person within sub-paragraph (i), and
(iii) any person who is, or may become, beneficially entitled to a significant interest in the shares, and
(b) any such person is an associate of the trustees.
(2) Subsection (1) does not apply to shares held on trusts which relate exclusively to a registered pension scheme.
(3) Subsection (1) does not apply to shares held on trusts which—
(a) are exclusively for the benefit of—
(i) the employees, or the employees and directors, of the company referred to in subsection (1) (or of companies in a group to which that company belongs), or
(ii) their dependants, and
(b) are not wholly or mainly for the benefit of directors or their relatives.
(4) For the purposes of subsection (1) a person's interest is significant if its value is greater than 5% of the value of all the settled property, excluding any property in which the person is not and cannot become beneficially entitled to an interest.
(5) In subsection (3) “group” means a company which has one or more 51% subsidiaries, together with those subsidiaries.
(1) If shares in a company are comprised in the estate of a person who has died then, in relation to the company—
(a) the deceased's personal representatives are associates of any person who is or may become beneficially entitled to a significant interest in the shares, and
(b) any such person is an associate of the personal representatives.
(2) For the purposes of subsection (1) a person's interest is significant if its value is greater than 5% of the value of all the property comprised in the estate concerned, excluding any property in which the person is not and cannot become beneficially entitled to an interest.
(1) This section contains the rules for determining whether a person is connected with a company for the purposes of this Chapter.
(2) A person is connected with a company if the person directly or indirectly possesses, or is entitled to acquire, more than 30% of—
(a) the issued ordinary share capital of the company,
(b) the loan capital and the issued share capital of the company, or
(c) the voting power in the company.
(3) If a person—
(a) acquired, or became entitled to acquire, loan capital of a company in the ordinary course of a business which includes the lending of money, and
(b) takes no part in the management or conduct of the company,
the person's interest in that loan capital is ignored for the purposes of subsection (2).
(4) A person is connected with a company if the person (directly or indirectly)—
(a) possesses, or
(b) is entitled to acquire,
rights that would, in the event of a winding up or in any other circumstances, entitle the person to receive more than 30% of the assets of the company which would then be available for distribution to equity holders of the company.
(5) For the purposes of subsection (4)—
(a) “equity holder” is to be read in accordance with sections 158 to 164, and
(b) the percentage of the assets of a company to which a person would be entitled is to be determined in accordance with sections 166 and 167.
(6) In section 166 as it applies for the purposes of subsection (4)—
(a) references to company A are to be read as including a person who is not a company, and
(b) references to a winding up are to be read as including references to any other circumstances in which assets of a company are available for distribution to equity holders.
(7) A person who has control of a company is connected with it.
(1) References in section 1062 to the loan capital of a company are to any debt incurred by the company—
(a) for any money borrowed or capital assets acquired by the company,
(b) for any right to receive income created in favour of the company, or
(c) for consideration the value of which to the company was (at the time when the debt was incurred) substantially less than the amount of the debt.
(2) For the purposes of subsection (1)(c) the amount of the debt includes any premium on the debt.
(3) For the purposes of section 1062 a person is treated as entitled to acquire anything which the person—
(a) is entitled to acquire at a future date, or
(b) will at a future date be entitled to acquire.
(4) For the purposes of this section and section 1062 a person is assumed to have the rights and powers of the person's associates (as well as the person's own rights and powers).
1064 Certain expenses of close companies treated as distributions
(1) This section applies if a close company incurs an expense in, or in connection with, the provision for any participator of—
(a) living or other accommodation,
(b) entertainment,
(c) domestic or other services, or
(d) other benefits or facilities of any kind.
(2) The company is treated for the purposes of the Corporation Tax Acts as making a distribution to the participator of an amount equal to—
(a) the expense, less
(b) any part of the expense that the participator makes good to the company (so far as not already deducted in calculating the amount of the expense in accordance with subsection (3)).
(3) For the purposes of subsection (2)(a), the amount of the expense is equal to what would, under Chapter 6, 7 or 10 of Part 3 of ITEPA 2003, be the cash equivalent of the resultant benefit to the participator.
(4) Subsection (2) is subject to sections 1065 and 1066, and to any other express exceptions.
1065 Exception for benefits treated as employment income etc
Section 1064 does not apply to expenses incurred—
(a) in the provision for a person or persons mentioned in the first column of the table in this subsection of anything mentioned in the corresponding entry in the second column of the table, or
(b) in connection with such provision.
Person benefiting | Benefit
A person employed in employment to which Part 3 of ITEPA 2003 (benefits etc treated as employment income) applies without the exclusion in section 290C of that Act (provisions of benefits code not applicable to lower-paid ministers of religion). | Such benefits as are mentioned in— Chapter 6, 7 or 10 of Part 3 of ITEPA 2003 (cars and vans, loans and other benefits), or section 223 of that Act (payments on account of director's tax).
Any person. | Living accommodation which is (within the meaning of Chapter 5 of Part 3 of ITEPA 2003) provided by reason of the person's employment.
The spouse or civil partner, children or dependants of a person (“the employee”) employed by the company. | A pension, annuity, lump sum, gratuity or other like benefit to be given on the employee's death or retirement.
1066 Exception for certain transfers between UK resident companies
(1) Section 1064 does not apply if the company and the participator are both UK resident and—
(a) one is a 51% subsidiary of the other or both are 51% subsidiaries of a third company which is also UK resident, and
(b) the benefit to the participator arises on a transfer of assets or liabilities—
(i) by the company to the participator, or
(ii) to the company by the participator,
or in connection with such a transfer.
(2) In determining whether one body corporate (“A”) is a 51% subsidiary of another (“B”) for the purposes of subsection (1), B is treated as not being the owner of—
(a) any share capital which it owns directly in a body corporate as trading stock,
(b) any share capital which it owns indirectly, and which is owned directly by a body corporate as trading stock, or
(c) any share capital which it owns directly or indirectly in a body corporate that is not UK resident.
(3) For the purposes of subsection (2) share capital owned by a body is owned as trading stock if (and only if) a profit on the sale of the shares would be treated as a trading receipt of the body's trade.
1067 Companies acting in concert or under arrangements
(1) Subsection (2) applies if—
(a) each of two or more close companies makes a payment,
(b) each of those payments is made to a person who—
(i) is not a participator in the company making the payment, but
(ii) is a participator in another of those companies, and
(c) the companies are acting in concert or under arrangements made by any person.
(2) For the purposes of sections 1064 to 1066, each payment made to a person as mentioned in subsection (1) is treated as if it had been made to that person by the company in which that person is a participator.
(3) Subsections (1) and (2) apply, with any necessary adaptations, in relation to the giving of any consideration, and to the provision of any facilities, as they apply in relation to the making of a payment.
1068 Meaning of “participator” in sections 1064 to 1067
(1) In sections 1064 to 1067 “participator” has the same meaning as in Part 10 (see section 454).
(2) Section 1069 extends the meaning given by subsection (1).
(1) In sections 1064 to 1067 any reference to a participator includes an associate of a participator.
(2) If a company (“A”) controls another company (“B”), a person who—
(a) is a participator in A, or
(b) is an associate of a participator in A,
is treated for the purposes of sections 1064 to 1067 as being a participator in B as well.
(3) In this section the following expressions have the same meaning as in Part 10 (close companies)—
(a) “associate” (see section 448),
(b) “control” (see sections 450 and 451), and
(c) “participator” (see section 454).
(1) Subsection (2) applies if a company carries on a business (“the mutual business”) of—
(a) mutual trading,
(b) mutual insurance, or
(c) other mutual business.
(2) The provisions of the Corporation Tax Acts relating to distributions apply to relevant distributions made by the company only so far as they are made out of—
(a) profits of the company which are brought into charge to corporation tax, or
(b) income of the company consisting of exempt ABGH distributions.
This is subject to subsection (4).
(3) In subsection (2) “relevant distributions” means distributions which—
(a) are made to persons participating in the mutual activities of the mutual business, and
(b) derive from those activities.
(4) If a company carries on a mutual life assurance business, the provisions of the Corporation Tax Acts relating to distributions do not apply to distributions made by the company which—
(a) are made to persons participating in the mutual activities of the business, and
(b) derive from those activities.
(5) Subject to subsections (1) to (4), the fact that—
(a) a distribution made by a company carrying on a mutual business is derived from the mutual activities of that business, and
(b) the recipient is a company participating in those activities,
does not affect the character that the payment or other receipt has for the purposes of corporation tax or income tax in the hands of the recipient.
(5A) In subsection (2) “exempt ABGH distribution” means a distribution which—
(a) is a distribution for the purposes of the Corporation Tax Acts only because it falls within paragraph A, B, G or H in section 1000(1), and
(b) is exempt for the purposes of Part 9A of CTA 2009 (company distributions).
(6) In subsection (2) “profits” means income and chargeable gains.
(1) This section applies if a company meets conditions A, B and C.
(2) Condition A is that the company does not carry on, and has never carried on—
(a) a trade, or
(b) a business of holding investments.
(3) Condition B is that the company does not hold, and has never held, an office.
(4) Condition C is that the company is not established for purposes which include—
(a) carrying on a trade,
(b) carrying on a business of holding investments, or
(c) holding an office.
(5) The provisions of the Corporation Tax Acts relating to distributions apply to distributions made by the company only so far as the distributions are made out of—
(a) profits of the company which are brought into charge to corporation tax, or
(b) income of the company consisting of exempt ABGH distributions.
(5A) In subsection (5) “exempt ABGH distribution” means a distribution which—
(a) is a distribution for the purposes of the Corporation Tax Acts only because it falls within paragraph A, B, G or H in section 1000(1), and
(b) is exempt for the purposes of Part 9A of CTA 2009 (company distributions).
(6) In subsection (5) “profits” means income and chargeable gains.
(1) In the Corporation Tax Acts “distribution”, in relation to a company which is a member of a 90% group, includes anything distributed out of assets of the company (whether in cash or otherwise) in respect of shares in or securities of another company in the group.
(2) Subsection (1) is without prejudice to paragraph B in section 1000(1) (distributions, other than dividends, in respect of shares) as extended by section 1113(1).
(3) Nothing in subsection (1) requires a company to be treated as making a distribution to any other company which is in the same group and is UK resident.
(4) In this section “90% group” means a company and all its 90% subsidiaries.
(1) The following are key terms in this Chapter—
(a) “chargeable payment” (see sections 1088 and 1089),
(b) “company concerned in an exempt distribution” (see section 1090),
(c) “the distributing company” (see section 1079),
(d) “exempt distribution” (defined in section 1075), and
(e) “relevant company” (defined in section 1080).
(2) For a further rule about chargeable payments made within 5 years after an exempt distribution see section 1028 (rule that they are not treated as repayments of capital for certain purposes).
(1) The purpose of the provisions about demergers is to facilitate certain transactions by which trading activities carried on by a single company or group are divided so as to be carried on—
(a) by two or more companies not belonging to the same group, or
(b) by two or more independent groups.
(2) In subsection (1) “the provisions about demergers” means—
(a) this Chapter, except section 1078 (and section 1075, so far as relating to section 1078), and
(b) section 1028 (chargeable payments not treated as repayments of share capital).
(1) An exempt distribution is not a distribution of a company for the purposes of the Corporation Tax Acts.
(2) In this Chapter “exempt distribution” means a distribution which is an exempt distribution by virtue of section 1076, 1077 or 1078.
1076 Transfer of shares in subsidiaries to members
A distribution is an exempt distribution if—
(a) it consists of the transfer by a company to all or any of its members of shares in one or more companies which are its 75% subsidiaries,
(b) each of conditions A to F in sections 1081 and 1082 is met in respect of the distribution, and
(c) if the company making the transfer is a 75% subsidiary of another company, conditions L and M in section 1085 are met in respect of the distribution.
1077 Transfer by distributing company and issue of shares by transferee company
(1) This section applies to a distribution which consists of both of the following—
(a) the transfer by a company to one or more other companies (“the transferee company or companies”) of—
(i) a trade or trades, or
(ii) shares in one or more companies which are 75% subsidiaries of the company making the transfer, and
(b) the issue of shares by the transferee company or companies to all or any of the members of the company making the transfer.
(2) A distribution to which this section applies is an exempt distribution if—
(a) each of conditions A to D in section 1081 and each of conditions G to K in section 1083 is met in respect of the distribution, and
(b) if the company making the transfer is a 75% subsidiary of another company, conditions L and M in section 1085 are met in respect of the distribution.
1078 Division of business in a cross-border transfer
(1) This section applies to a distribution which consists of—
(a) the transfer of part of a business by a company to one or more other companies (“the transferee company or companies”), and
(b) the issue of shares by the transferee company or companies to the members of the company making the transfer.
(2) A distribution to which this section applies is an exempt distribution if either—
(a) each of the tests in paragraphs (a) to (f) of section 140A(1A) of TCGA 1992 (cross-border transfers: division of UK business) is met in relation to it, or
(b) each of the tests in paragraphs (a) to (e) of section 140C(1A) of TCGA 1992 (cross-border transfers: division of non-UK business) is met in relation to it.
References in this Chapter to the distributing company are—
(a) in the case of a distribution falling within paragraph (a) of section 1076, to the company that makes the transfer of shares mentioned in that paragraph,
(b) in the case of a distribution falling within section 1077(1), to the company that makes the transfer mentioned in section 1077(1)(a), and
(c) in the case of a distribution falling within section 1078(1), to the company that makes the transfer of part of a business mentioned in section 1078(1)(a).
(1) This section gives the meaning of “relevant company” in this Chapter.
(2) In the case of a distribution falling within section 1076(a) the relevant companies are—
(a) the distributing company, and
(b) each subsidiary whose shares are transferred as mentioned in section 1076(a).
(3) In the case of a distribution falling within section 1077(1), the relevant companies are—
(a) the distributing company,
(b) each transferee company mentioned in section 1077(1)(a), and
(c) each subsidiary whose shares are transferred as mentioned in section 1077(1)(a)(ii).
(4) In the case of a distribution falling within section 1078(1), the relevant companies are—
(a) the distributing company, and
(b) each transferee company mentioned in section 1078(1)(a).
(1) Condition A is that each relevant company must be UK resident or resident in a member State at the time of the distribution.
(2) Condition B is that at the time of the distribution—
(a) the distributing company must be either a trading company or a member of a trading group, and
(b) each subsidiary whose shares are transferred as mentioned in section 1076(a) or 1077(1)(a)(ii) must be either a trading company or the holding company of a trading group.
(3) Condition C is that the distribution must be made wholly or mainly for the purpose of benefiting some or all of the trading activities which—
(a) before the distribution are carried on by a single company or group, and
(b) after the distribution will be carried on by two or more companies or groups.
(4) Condition D is that the distribution must not form part of a scheme or arrangement to which subsection (5) applies.
(5) This subsection applies to any scheme or arrangement the main purpose or one of the main purposes of which is—
(a) the avoidance of tax,
(b) the making of a chargeable payment (see section 1088),
(c) the making, in pursuance of a scheme or arrangements with a company (“A”) or with any of its main participators, of what would be a chargeable payment if A were an unquoted company,
(d) the acquisition by any person or persons, other than the members of the distributing company, of control of—
(i) the distributing company,
(ii) any other relevant company, or
(iii) any company which belongs to the same group as the distributing company or any other relevant company,
(e) the cessation of a trade after the distribution, or
(f) the sale of a trade after the distribution.
(6) Subsections (5)(b) and (c) are without prejudice to the width of subsection (5)(a).
(7) In subsection (5)—
“group” means a company which has one or more 51% subsidiaries together with those subsidiaries,
“main participators” has the meaning given by section 1089(1)(b), and
“tax” includes stamp duty and stamp duty land tax.
1082 Conditions for distributions within section 1076(a)
(1) Condition E is that the shares mentioned in section 1076(a)—
(a) must not be redeemable,
(b) must constitute the whole or substantially the whole of the distributing company's holding of the ordinary share capital of the subsidiary, and
(c) must confer the whole or substantially the whole of the distributing company's voting rights in the subsidiary.
(2) Condition F is that the distributing company must after the distribution be either—
(a) a trading company, or
(b) the holding company of a trading group.
But see subsections (3) and (4).
(3) Condition F need not be met if the distributing company is a 75% subsidiary of another company.
(4) Condition F need not be met if—
(a) the transfer mentioned in section 1076(a) relates to two or more 75% subsidiaries of the distributing company, and
(b) the distributing company is dissolved without there having been after the distribution any net assets of the company available for distribution on a winding up or otherwise.
1083 Conditions for distributions within section 1077(1)
(1) Condition G is that if a trade is transferred, the distributing company must either—
(a) not retain any interest in that trade, or
(b) retain only a minor interest in it.
(2) Condition H is that if shares in a subsidiary are transferred those shares—
(a) must constitute the whole or substantially the whole of the distributing company's holding of the ordinary share capital of the subsidiary, and
(b) must confer the whole or substantially the whole of the distributing company's voting rights in the subsidiary.
(3) Condition I is that the only or main activity of the transferee company, or each transferee company, after the distribution must be—
(a) the carrying on of the trade, or
(b) the holding of the shares transferred to it.
(4) Condition J is that the shares issued by the transferee company or each transferee company—
(a) must not be redeemable,
(b) must constitute the whole or substantially the whole of its issued ordinary share capital, and
(c) must confer the whole or substantially the whole of the voting rights in that company.
(5) Condition K is that the distributing company must after the distribution be either a trading company or the holding company of a trading group.
(1) Condition K need not be met if the distributing company is a 75% subsidiary of another company.
(2) Condition K need not be met if—
(a) there are two or more transferee companies each of which has transferred to it—
(i) a trade, or
(ii) shares in a separate 75% subsidiary of the distributing company, and
(b) the distributing company is dissolved without there having been after the distribution any net assets of the company available for distribution on a winding up or otherwise.
1085 Conditions to be met if the distributing company is a 75% subsidiary
(1) Condition L is that the group (or, if more than one, the largest group) to which the distributing company belongs at the time of the distribution must be a trading group.
(2) Condition M is that the distribution (“the original distribution”) must be followed by one or more other distributions (“further distributions”) falling within section 1076(a) or 1077(1)(a)(ii) which—
(a) are exempt distributions, and
(b) comply with subsection (3).
(3) To comply with this subsection a further distribution must result in members of the holding company of the group (or, if more than one, the largest group) to which the distributing company belonged at the time of the original distribution becoming members of—
(a) the transferee company or each transferee company to which a trade was transferred by the distributing company,
(b) the subsidiary or each subsidiary whose shares were transferred by the distributing company, or
(c) a company (other than the holding company) of which the company or companies mentioned in paragraph (a) or (b) are 75% subsidiaries.
1086 Chargeable payments connected with exempt distributions
(1) This section applies if a chargeable payment is made within 5 years after an exempt distribution.
(2) The amount or value of the payment is chargeable—
(a) to income tax, or
(b) to corporation tax under the charge to corporation tax on income.
(3) An amount charged to income tax under subsection (2) is treated for income tax purposes as an amount of income.
(4) Income tax under subsection (2) is charged on the full amount or value of the payment made in the tax year.
(5) The person liable for any income tax charged under subsection (2) is the person receiving or entitled to the payment.
(6) References in this section and sections 1087 to 1094 to a payment include—
(a) the assumption of a liability, and
(b) any other transfer of money's worth.
1087 Chargeable payments not deductible in calculating profits
If a chargeable payment is made within 5 years after an exempt distribution, the chargeable payment is treated as a distribution for the purposes of section 1305 of CTA 2009 (no deduction for distributions in calculation of a company's profits).
(1) In this Chapter “a chargeable payment” means any payment which—
(a) meets each of conditions A to D in this section, or
(b) is a chargeable payment by virtue of section 1089.
(2) Condition A is that the payment is made by a company concerned in an exempt distribution and is made (directly or indirectly)—
(a) to a member of that company, or
(b) to a member of any other company concerned in the exempt distribution.
(3) Condition B is that the payment is made—
(a) in connection with the shares in the company making the payment,
(b) in connection with the shares in any other company concerned in the exempt distribution, or
(c) in connection with any transaction affecting the shares mentioned in paragraph (a) or (b).
(4) Condition C is that the payment—
(a) is not made for genuine commercial reasons, or
(b) forms part of a tax avoidance scheme.
(5) Condition D is that the payment—
(a) is not a distribution or an exempt distribution, and
(b) is not made to a company that belongs to the same group as the company making the payment.
(6) In this section and section 1089—
“tax avoidance scheme” means a scheme or arrangement the main purpose or one of the main purposes of which is the avoidance of tax, and
“tax” includes stamp duty and stamp duty land tax.
(7) This section is to be read with section 1089.
1089 Meaning of “chargeable payment”: unquoted companies
(1) This section applies if a company concerned in an exempt distribution is an unquoted company and a person makes a payment (to any person) in pursuance of a scheme or arrangement made—
(a) with the unquoted company, or
(b) if the unquoted company—
(i) is under the control of 5 or fewer persons (its “main participators”), and
(ii) is not excepted by subsection (6),
with any of the unquoted company's main participators.
(2) The payment is a chargeable payment if it meets each of conditions B1 to D1.
(3) Condition B1 is that the payment is made—
(a) in connection with the shares in the company (if it is a company) making the payment,
(b) in connection with the shares in any company concerned in the exempt distribution, or
(c) in connection with any transaction affecting the shares mentioned in paragraph (a) or (b).
(4) Condition C1 is that the payment—
(a) is not made for genuine commercial reasons, or
(b) forms part of a tax avoidance scheme.
(5) Condition D1 is that the payment (if made by a company)—
(a) is not a distribution or an exempt distribution, and
(b) is not made to a company that belongs to the same group as that company.
(6) The unquoted company is excepted for the purposes of subsection (1)(b)(ii) if—
(a) it is under the control of (and only of) a company, and
(b) that company is not under the control of 5 or fewer persons.
1090 Meaning of “company concerned in an exempt distribution”
(1) For the purposes of this Chapter the companies concerned in an exempt distribution are—
(a) any relevant company (as defined in section 1080), and
(b) any other company which was connected with any relevant company for the whole or any part of the affected period.
(2) In this section “the affected period” means the period—
(a) beginning with the exempt distribution, and
(b) ending with the making of the payment in question.
(3) For the purposes of this section, if a company (“A”) is connected with another company (“B”) in the affected period, A is also connected in that period with any company with which B is connected (with or without the help of this subsection) in that period.
(1) Before a distribution is made, the distributing company may apply under this section to the Commissioners for Her Majesty's Revenue and Customs (“the Commissioners”).
(2) If, before the distribution is made, the Commissioners notify that company that they are satisfied that it will be an exempt distribution, the distribution is treated as an exempt distribution.
(1) If—
(a) a person intending to make a payment applies under this section to the Commissioners, and
(b) before the payment is made the Commissioners notify the person that they are satisfied that the payment meets the conditions set out in subsection (2),
the payment is not treated as a chargeable payment.
(2) The conditions are that the payment—
(a) will be made for genuine commercial reasons, and
(b) will not form part of a scheme or arrangement the main purpose or one of the main purposes of which is the avoidance of tax.
(3) In subsection (2) “tax” includes stamp duty and stamp duty land tax.
(4) A company which—
(a) becomes connected with another company, or
(b) ceases to be connected with another company,
may make an application under subsection (1) with respect to any payments that may be made by it at any time after becoming or ceasing to be connected with the company in question (whether or not there is any present intention to make any payments).
(5) If the Commissioners give a notification on an application made by virtue of subsection (4), no payment to which the notification relates is to be treated as a chargeable payment merely because the company is or has been connected with the other company.
1093 Requirements relating to applications for clearance
(1) Any application under section 1091 or 1092—
(a) must be in writing, and
(b) must contain particulars of the relevant transactions.
(2) The Commissioners may by notice require a person making an application under section 1091 or 1092 to provide further particulars for the purpose of enabling them to make their decision.
(3) The power under subsection (2) must be exercised within 30 days of the receipt of—
(a) the application, or
(b) any further particulars previously required under subsection (2).
(4) If a notice under subsection (2) is not complied with within 30 days, or any longer period that the Commissioners may allow, the Commissioners need not proceed further on the application.
(1) The Commissioners must notify their decision to the person making the application under section 1091 or 1092—
(a) within 30 days of receiving the application, or
(b) if they give a notice under section 1093(2), within 30 days of when the notice is complied with.
(2) Subsection (3) applies if the Commissioners—
(a) (in the case of an application under section 1091) notify the applicant that they are not satisfied that the distribution will be an exempt distribution,
(b) (in the case of an application under section 1092) notify the applicant that they are not satisfied that a payment meets the conditions set out in section 1092(2), or
(c) (in either case) do not notify their decision to the applicant within the time required by subsection (1).
(3) The applicant may require the Commissioners to transmit the application, together with any notice given and further particulars provided under section 1093(2), to the tribunal.
(4) In that event, any notification by the tribunal has effect for the purposes of this section as if it were a decision of the Commissioners.
(5) The right under subsection (3) must be exercised within 30 days of—
(a) the notification of the Commissioners' decision, or
(b) the time by which the Commissioners are required to notify their decision to the applicant.
(6) If any particulars provided under section 1093 in relation to an application under section 1091 do not fully and accurately disclose all facts and circumstances material for the decision of the Commissioners or tribunal, any resulting notification that the Commissioners are satisfied, or that the tribunal is satisfied, that the distribution will be an exempt distribution is void.
(7) If any particulars provided under section 1093 in relation to an application under section 1092 do not fully and accurately disclose all facts and circumstances material for the decision of the Commissioners or tribunal, any resulting notification that the Commissioners are satisfied, or that the tribunal is satisfied, that the payment in question meets the conditions set out in section 1092(2) is void.
(1) A company which makes an exempt distribution must make a return to an officer of Revenue and Customs.
(2) The return must give details of—
(a) the distribution, and
(b) the circumstances by reason of which it is exempt.
(3) The return must be made within 30 days after the distribution.
(1) A person must make a return to an officer of Revenue and Customs if—
(a) the person makes a chargeable payment within 5 years after the making of an exempt distribution, and
(b) the chargeable payment consists of a transfer of money's worth.
(2) The return under subsection (1) must give details of—
(a) the transaction effecting the transfer,
(b) the name and address of each recipient,
(c) the value of what is transferred to each recipient, and
(d) any payment of money which accompanies the transfer and is itself a chargeable payment.
(3) A person must make a return to an officer of Revenue and Customs if, within 5 years after the making of an exempt distribution, the person makes a payment or transfer of money's worth which—
(a) is made for genuine commercial reasons and does not form part of a scheme or arrangement the main purpose or one of the main purposes of which is the avoidance of tax, but
(b) would be a chargeable payment if that were not so.
(4) In subsection (3)(a) “tax” includes stamp duty and stamp duty land tax.
(5) Subsection (3) does not apply if a notification under section 1092(5) (payment not to be treated as a chargeable payment merely because of a connection between two companies) has effect in relation to the payment or transfer.
(6) In the case of a transfer, the return under subsection (3) must give the following information—
(a) details of the transaction which effects the transfer,
(b) the name and address of each recipient,
(c) the value of what is transferred to each recipient, and
(d) a statement of the circumstances by reason of which the transfer is not a chargeable payment.
(7) In the case of a payment, the return under subsection (3) must give the following information—
(a) the name and address of each recipient,
(b) the amount of the payment made to each recipient, and
(c) a statement of the circumstances by reason of which the payment is not a chargeable payment.
(8) The return under subsection (1) or (3) must be made within 30 days after the transfer or payment.
(1) A company is an unquoted company for the purposes of this Chapter if none of its shares is—
(a) listed in the Official List of the Stock Exchange, and
(b) dealt in on the Stock Exchange regularly or from time to time.
(2) But a company is not an unquoted company for the purposes of this Chapter if it is under the control of (and only of) one or more companies which are not unquoted companies for those purposes.
(3) The reference in subsection (1) to shares does not include debenture stock, loan stock, preferred shares or preferred stock.