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Company partitions and demergers

Rayney’s Tax Planning for Family and Owner-Managed Companies: 2023/24

Author:
Peter Rayney FCA, CTA (Fellow), TEP
Publisher:
Bloomsbury Professional
Publication Date:
2024
Law Stated At:
6 April 2024
Chapter 13: Share Transfers, Share Buy-Backs and Company Reorganisations/Demergers Partitioning company between shareholders Non-statutory v statutory demergers Non-statutory ‘liquidation’ demergers under IA 1986, s 110 Inserting a new holding company as a special purpose liquidation vehicle Basis of split and valuations Barnes (Transport & Haulage) Ltd – diagram of transactions The distributing company (Barnes (Transport & Haulage) Ltd) and TCGA 1992, s 139 reconstruction relief Statutory definition of reconstruction under TCGA 1992, Sch 5AA Other key conditions for TCGA 1992, s 139 relief Reconstruction relief for post-31 March 2002 intangibles Practical aspects of reconstruction relief Interaction of Substantial Shareholdings Exemption rules with post-demerger companies Key stamp duty land tax (SDLT) and stamp duty reliefs SDLT problems for property investment/dealing businesses SDLT clawback charges ‘Capital allowance’ assets and tax losses Transfer of trading stock VAT – transfer of going concern relief Position of shareholders (John and Paul) Main requirements for TCGA ...

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