Substantial shareholdings exemption

The substantial shareholdings exemption is an exemption from assessment of capital gains under corporation tax applicable to United Kingdom companies. The exemption is found in Schedule 7AC of the Taxation of Chargeable Gains Act 1992.

The rationale for the exemption is that groups of companies should be able to restructure without having to concern themselves with taxation of capital gains.

Similar provisions apply in jurisdictions such as the Netherlands, which has a participation exemption.

Eligibility

To qualify for the exemption, a disposal must meet all of the following criteria:

* The disposing company must dispose of shares or an interest in shares of another company [Taxation of Chargeable Gains Act 1992, Schedule 7AC, para 1(1)] .
* The company must have held a "substantial shareholding" in the other company for a continuous period of at least 12 months in the preceding two years [Taxation of Chargeable Gains Act 1992, Schedule 7AC, para 7] . A substantial shareholding means a shareholding in respect of which the following conditions are met:
** The disposing company holds at least 10% of the ordinary share capital of the other company [Taxation of Chargeable Gains Act 1992, Schedule 7AC, para 8(1)(a)] ;
** The disposing company is entitled to at least 10% of profits available for distribution [Taxation of Chargeable Gains Act 1992, Schedule 7AC, para 8(1)(b)] ; and
** The disposing company would be entitled to at least 10% of the other company's assets on a liquidation [Taxation of Chargeable Gains Act 1992, Schedule 7AC, para 8(1)(c)] .
* The disposing company must be a trading company or a member of a trading group [Taxation of Chargeable Gains Act 1992, Schedule 7AC, para 18] .
* The other company must be a trading company or the holding company of a trading group [Taxation of Chargeable Gains Act 1992, Schedule 7AC, para 19] .

The last two conditions must be met:
* throughout the period:
** beginning at the same time as the 12-month period referred to in the first condition begins, and
** ending at the time of the disposal [Taxation of Chargeable Gains Act 1992, Schedule 7AC, para 18(1)(a) and para 19(1)(a)] ; and
* immediately after the disposal [Taxation of Chargeable Gains Act 1992, Schedule 7AC, para 18(1)(b) and para 19(1)(b)] .

Applicability

The exemption only applies to disposals of shares made on or after 1 April 2002 [Finance Act 2002, section 44(3)] . The relief is automatic, meaning that a company does not have to submit a claim to Her Majesty's Revenue and Customs.

See also

* Taxation of Chargeable Gains Act 1992
* United Kingdom corporation tax

References