Reorganisations and tax

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Practice notes
Unilateral relief, like double tax relief, aims to relieve double taxation. Subject to certain conditions being satisfied and specific limits,...
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9th Nov
Practice notes
Plant and machinery allowances are the most widely used form of capital allowance. Plant and machinery is often (wrongly) interpreted as if the terms...
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Produced in partnership with Martin Wilson 12th Jan
Practice notes
Brexit: As of exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has...
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Produced in partnership with Martin Shah and Gary Barnett of Simmons & Simmons LLP 12th Jan
Practice notes
It is market practice for a tax covenant, also known as a tax deed, to form part of the transaction documents in respect of a sale of all the shares...
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9th Nov
Practice notes
The reasons why a company might carry out a demerger, and the different ways in which a demerger may be structured, are described in Practice Notes:...
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Produced in partnership with Zoe Feller of Bird & Bird 12th Jan
Practice notes
This Practice Note describes the law and practice relating to elections under section 198 or 199 of the Capital Allowances Act 2001 (CAA 2001), which...
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Produced in partnership with Martin Wilson 12th Jan
Practice notes
It is standard market practice for loan agreements (also known as facility agreements), whether bilateral or syndicated, to:•prohibit a borrower from...
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Produced in partnership with Eloise Walker of Pinsent Masons 12th Jan
Practice notes
Coronavirus (COVID-19): HMRC has stated in its International Manual that if a financial institution cannot meet the FATCA reporting deadline of 31 May...
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Produced in partnership with Ali Kazimi and Chris Orchard of Hansuke Consulting Limited 12th Jan
Practice notes
This Practice Note is about the meaning of a scheme of reconstruction for tax purposes.Tax neutrality is maintained where a company (company A) enters...
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9th Nov
Practice notes
This Practice Note explains:•what a determination in respect of direct tax (ie a direct tax determination) is•when HMRC might issue a direct tax...
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Produced in partnership with Philip Rutherford 12th Jan
Practice notes
Where a dispute is brought to an end by a payment of damages or compensation, whether under a court order or an out-of-court settlement agreement:•the...
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9th Nov
Practice notes
A damages or compensation payment may attract VAT. This depends on exactly what the payment is for. If it is purely compensatory, it will be outside...
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9th Nov
Practice notes
The regime for property authorised investment funds (PAIFs, or as HMRC use in regulations and their published guidance, Property AIFs)) was introduced...
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Produced in partnership with Martin Shah of Simmons & Simmons LLP based on material originally written by Charles Goddard of Rosetta Tax LLP 12th Jan
Practice notes
A management buyout, or MBO, involves the acquisition of a business by its existing management team usually with the help of private equity financing....
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9th Nov
Practice notes
The international movement of capital rules should be considered whenever:•any non-UK tax resident subsidiary (referred to in this note as a foreign...
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9th Nov
Practice notes
This Practice Note:•explains:◦the purpose of the tax indemnity clause that is normally found in a loan agreement, and◦that the standard drafting of...
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9th Nov

Most recent Reorganisations and tax content

Practice notes
FORTHCOMING CHANGE: Finance Bill 2021 will amend the definition of a change of ownership so that the ‘wider’ definition (referred to below), that...
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4th Mar
Precedents
HMRC—Stamp Office[insert HMRC Stamp Office address]Application for stamp duty group relief under section 42 of the Finance Act 1930 (as amended)in the...
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24th Feb
Q&As
A reorganisation of a company’s share capital should be tax neutral for its shareholders. This is because the essential feature of a reorganisation is...
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Produced in partnership with Mary Ashley of Old Square Tax Chambers 15th Feb
Q&As
We have assumed that all relevant parties are UK resident companies.We have also assumed the following scenario:•X Ltd owes money to Y Ltd, but not as...
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15th Feb
Precedents
[Team Leader][insert HMRC address][insert date]Application for clearances in advance under [section[s] 138[ and 139(5)] Taxation of Chargeable Gains...
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14th Feb
Practice notes
Some company acquisitions that involve a corporate buyer will be structured so that the consideration payable is the issue of new shares and/or loan...
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9th Feb
Q&As
It is possible for a non-UK incorporated company to redomicile to the UK. Depending on what is permitted under the laws of the non-UK company’s...
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9th Feb
Practice notes
Companies which form a group for capital gains purposes are able to transfer assets to one another free of corporation tax on chargeable gains.Each...
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2nd Feb
Practice notes
This Practice Note covers the:•clearance procedure, and•administrative rules (enquiries, counteraction notices and appeals)relating to the...
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15th Jan
Practice notes
Coronavirus (COVID-19) impact on stamp duty process: During the coronavirus outbreak, the Stamp Office is temporarily only accepting electronic...
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15th Jan
Practice notes
Tax relief for chargeable gains is available for both:•the shareholders of a company, and•the company itselfunder a scheme of reconstruction provided...
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15th Jan
Practice notes
Sometimes the restructuring of a business will involve a company transferring an existing trade to a different company under the same ownership.Where...
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15th Jan
Practice notes
The substantial shareholdings exemption (SSE) is an exemption from corporation tax on chargeable gains for certain share disposals by companies. The...
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15th Jan
Practice notes
This Practice Note is about the meaning of a reorganisation for tax purposes, and the tax treatment of shareholders in a company that undergoes a...
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15th Jan
Practice notes
This Practice Note is about the tax anti-avoidance rules that apply to a share for share (or share for loan note) exchange or a scheme of...
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15th Jan
Practice notes
This Practice Note covers the transactions in securities (TiS) rules relating to the avoidance of both income tax and corporation tax.The TiS rules...
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7th Dec
Practice notes
The conversion of a company's securities should be treated as a tax neutral reorganisation. The conversion is treated as not involving any disposal of...
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29th Nov
Practice notes
This Practice Note is about the meaning of a scheme of reconstruction for tax purposes.Tax neutrality is maintained where a company (company A) enters...
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29th Nov
Precedents
HM Revenue and Customs[insert address][insert date]Election under section 171A(4) of the Taxation of Chargeable Gains Act 1992This election is made...
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29th Nov

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