The following Tax guidance note provides comprehensive and up to date legal information covering:
This Practice Note is about the tax implications of a statutory demerger.
The most straightforward way to carry out a demerger involves a company (the target company) declaring a dividend in specie of the shares of a subsidiary (the demerged subsidiary).
Demergers that are carried out in this way, and that satisfy a number of conditions, should not trigger charges to income tax, capital gains tax or corporation tax, either at shareholder or company level. Demergers meeting the conditions are known as statutory (or dividend demergers). The dividend in specie of the shares in the demerged subsidiary is classified, for tax purposes, as an exempt distribution.
The dividend can be paid (and the shares in the demerged subsidiary transferred) either:
directly to some or all of the target company's shareholders (a direct statutory demerger), or
indirectly to one or more other companies (the transferee company or companies), which then issue shares to some or all of the target company's shareholders in proportion to their original shareholdings (an indirect statutory demerger, sometimes known as a three-cornered demerger)
An indirect statutory demerger can also be achieved by the target company transferring a trade or trades to one or more other companies that then issue shares to some or all of the target company's shareholders in proportion to their original shareholdings.
This Practice Note explains:
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