SolvedCTM36130 | Particular topics: company winding up etc.: distributions
From HM Revenue & Customs · Company Taxation Manual
If a company is being wound up, there can be no distributions in respect of share capital – CTA10/S1030 although there can still be distributions in respect of the folowing items:
| Securities | CTM15130 |
| Certain transfers of assets and liabilities between a company and its members | CTM15250 |
| Shares where the ‘phoenixism’ TAAR applies | CTM36300 onwards |
| The provision of benefits to a participator or an associate of a participator under CTA10/S1064, in the case of a close company. | CTM60500 onwards |
But the normal pro rata distribution of the net assets of a company (or their realisation proceeds) to shareholders in a winding-up is not a distribution within CTA10/PART23, even though the net assets may well include accumulated net profits of the company – CTA10/S1030. This type of distribution is instead a 'capital distribution' for the purposes of TCGA92/S122, see CG57800 onwards.
The term ‘winding up' in CTA10/S1030 is not an exclusive reference to winding up under UK company law, although any process under foreign law must be of analogous character. (This content has been withheld because of exemptions in the Freedom of Information Act 2000)