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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: scheme of reconstruction, issue of shares, etc. on or after 17 April 2002

CG52707 | Company reconstructions: scheme of reconstruction, issue of shares, etc. on or after 17 April 2002

From HM Revenue & Customs · Capital Gains Manual

A scheme of reconstruction is defined in Schedule 5AA TCGA 1992 as a scheme of merger, division or other restructuring meeting the relevant conditions of that Schedule.

A scheme of merger, division or other restructuring can involve the whole or part of the business or businesses of one or more companies being transferred to one or more companies. See CG52720.

The scheme of reconstruction must meet both the 1st, 2nd and either the 3rd or 4th of the conditions below:

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