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Official guidance
Capital Gains Manual

CG52700P · Shares and securities: company reconstructions and amalgamations: company reconstructions and amalgamations: the shareholder TCGA92/S136

  • CG52700 · Company reconstructions: shareholder: introduction
  • CG52701 · Company reconstructions: shareholder: qualifying conditions
  • CG52702 · Company reconstructions: shareholder: definition of debenture
  • CG52706 · Company reconstructions: shareholder: cancellation or extinction of shares
  • CG52707 · Company reconstructions: scheme of reconstruction, issue of shares, etc. on or after 17 April 2002
  • CG52707A · 1st Condition (Paragraph 2 Sch 5AA): issue of ordinary share capital
  • CG52707B · 2nd condition (paragraph 3 Sch 5AA): Equal entitlement to new shares
  • CG52707C · 3rd Condition (Paragraph 4 Sch 5AA): Continuity of Business
  • CG52707D · 4th condition (Paragraph 5 Sch 5AA): Compromise or arrangement with members
  • CG52709 · Company reconstructions: meaning of business: S136
  • CG52720 · Company reconstructions: shareholder: common examples
  • CG52721 · Company reconstructions: shareholder: demergers
  • CG52722 · Company reconstructions: shareholder: Section 110 Insolvency Act 1986 liquidations
  • CG52723 · Company reconstructions: shareholder: partitions
  • CG52724 · Company reconstructions: shareholder: distributions
  • CG52725 · Company reconstructions: shareholder: Part 26 Companies Act 2006
  • CG52726 · Company reconstructions: shareholder: Investment Trust and Unit Trust reconstructions
  • CG52728 · Company reconstructions: shareholder: unitisation schemes
  • CG52730 · Company reconstructions or amalgamations: position where shares issued before 17 April 2002
  • CG52740 · Company reconstructions: shareholder: effect of TCGA92/S136
  • CG52742 · Company reconstructions: shareholder: computations involving TCGA92/S136
  • CG52750 · Company reconstructions: shareholder: anti-avoidance provisions
  • CG52760 · Company reconstructions: shareholder: TCGA92/S136: introduction
  • CG52766 · Company reconstructions: TCGA92/S137 prevents TCGA92/S136 from applying
  • CG52767 · Company reconstructions: shareholder: TCGA92/S136 disapplied: tax unpaid
  1. Shares and securities: company reconstructions and amalgamations: company reconstructions and amalgamations: the shareholder TCGA92/S136: contents
  2. Company reconstructions: shareholder: qualifying conditions

CG52701 | Company reconstructions: shareholder: qualifying conditions

From HM Revenue & Customs · Capital Gains Manual

In order for TCGA92/S136 to apply the relevant conditions must be satisfied;

  • a company, company B, issues shares or debentures to the share or debenture holders of another company, company A (or to the holders of a class or classes of share or debenture in company A)), see CG52702+. From 1 December 2003 onwards, issues of shares can also be taken to include transfers of shares out of treasury (see CG52521);

  • the issue is entered into for the purposes of, or in connection with, a scheme of reconstruction, see CG52707+;

  • the issue is in respect of, and in proportion to, the relevant holding of shares in or debentures of company A;

  • the shares in or debentures of company A included in the relevant holdings are either retained or cancelled, or otherwise extinguished, see CG52706.

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