The following IP practice note Produced in partnership with Anne Fairpo of Temple Tax Chambers provides comprehensive and up to date legal information covering:
IP may be transferred in corporate transactions either through the sale of shares in a company holding the IP, or as part of the sale of the trade and assets of a business (whether out of a company, or by individual vendors where the business was unincorporated). The tax consequences will vary depending on the nature of the vendor and the purchaser.
Where shares are sold in a corporate transaction, there is no direct impact for IP tax purposes: for example, the transaction does not bring any pre-1 April 2002 assets into the corporate intangibles tax regime, as the assets themselves have not changed hands.
Where the company is, in effect, a wrapper for the IP (eg an IP holding company for non-core IP in a group), there may be an exemption from corporate tax on gains on the sale of the shares by a parent company through the substantial shareholding exemption. There are conditions which must be met for this relief, particularly the requirement that the company be carrying on a trade; this could include active management and dealing in IP. Passive holding of IP as an investment will not, however, qualify. The parent company must have held the shares in the subsidiary for at least one year before the sale.
Where a company acquires the shares
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