A right to nothing—ordinary share capital in Castledine and McQuillan

Table of contents

• Original news
• What were the decisions in Castledine and McQuillan on the meaning of ordinary share capital?
• What is the impact of having two conflicting decisions on taxpayers holding shares with no dividend rights in the context of entrepreneurs’ relief?
• Do these decisions affect the interpretation of ordinary share capital in other contexts, such as substantial shareholding exemption and the meaning of group for corporation tax, chargeable gains and stamp duty?
• What should lawyers be advising their clients with regard to existing and new shareholding structures?

Article summary

Tax analysis: The First-tier Tax Tribunal has reached conflicting decisions in the Castledine and McQuillan cases on the meaning of ordinary share capital. Philip Ridgway of Temple Tax Chambers explains the impact of the rulings, the implications of any future appeal, and practical steps that taxpayers can take to avoid difficulties irrespective of the outcome.