CG65765 | Reliefs: Incorporation relief: example: relief restricted to cost of shares

A transfers his business together with all its assets to A Ltd in consideration for an issue of 100 shares in A Ltd. The only chargeable asset of the business is self-generated goodwill. Using the market values of assets at the date of transfer, the value of the business transferred is agreed as follows:

1: The aggregate net gain is the gain arising on the disposal of goodwill, this is £50,000 as there are no allowable acquisition costs.

2: The cost of shares (A) is equivalent to the net value of the business transferred (B).The gain multiplied by the fraction of A divided by B:

£50,000 × (24,000 ÷ 24,000) = £50,000

The proportion of the gain appropriate to the considerations in shares is therefore the whole of the gain of £50,000 as there was no other consideration.

However, the amount to be deducted from the cost of the shares cannot exceed their cost, £24,000. Therefore, the revised cost of the 100 shares in A Ltdto be used on the occasion of any future disposal is £24,000 - £24,000 = £nil.

3: The balance of the gain, £50,000 - £24,000 = £26,000, is chargeable in the tax year in which the transfer took place.