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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: common examples

CG52720 | Company reconstructions: shareholder: common examples

From HM Revenue & Customs · Capital Gains Manual

The easiest way to illustrate what a scheme of reconstruction looks like in practice is by reference to examples. Many schemes of reconstruction will be effected using specific provisions of the Companies Act 2006 or the Insolvency Act 1986. But it is not essential to use these Acts. TCGA92/S136 and TCGA92/S139 are capable of applying to any scheme of reconstruction as defined in Schedule 5AA. For each of the following examples at CG52721 - CG52728 you can assume that the second condition of Schedule 5AA is met so that each person holding a class of ordinary share involved in the scheme of reconstruction carries the same entitlement to acquire ordinary shares in the successor company.

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