Share and asset sales

View Tax by content type:

Practice notes

Precedents

Q&As

Featured Tax content

Brexit legislation tracker

This Practice Note tracks the progress of UK legislation introduced as part of the legislative project associated with the UK’s withdrawal from the

Introduction to the EU GDPR and UK GDPR

Brexit: The Retained General Data Protection Regulation, Retained Regulation (EU) 2016/679 (UK GDPR) regime described in this Practice Note is the UK

Judicial review—what it is and when it can be used

What is Judicial Review?Judicial review is a process by which the courts exercise a supervisory jurisdiction over the exercise of public functions by

How EMI schemes work and key features

EMI Review: In the Spring Budget 2020, the government announced that it will review the EMI scheme to ensure that it provides support for high-growth

Practice notes

3 per cent higher rates of SDLT on additional residential properties

FORTHCOMING CHANGE relating to SDLT for non-residents buying residential property: As announced at Budget 2018, confirmed at Spring Budget 2020 and...

23rd Oct

Practice notes

SDLT—general reliefs and exemptions

Once is has been determined that there is a notifiable transaction for SDLT purposes, it should be considered whether any reliefs or exemptions are...

21st Oct

In-house

Practice notes

VAT—what is a transfer of a business as a going concern?

The sale of a 'business' is really a sale of assets bundled together. VAT would therefore be charged on the transfer of each asset in accordance with...

Produced in partnership with Cathya Djanogly 8th Oct

Practice notes

Corporation tax loss relief for carried-forward losses

Provisions in the Finance (No 2) Act 2017 (F(No 2)A 2017) made considerable reforms to the rules governing what companies can do with carried-forward...

26th Sep

Practice notes

Hybrid and other mismatches

FORTHCOMING CHANGE: HMRC is consulting on changes to the hybrid mismatch rules to ensure that they work proportionately and as intended. Amendments...

26th Sep

Practice notes

SDLT—notifiable transactions

This Practice Note considers the steps to take in relation to SDLT once it is established there is a chargeable transaction. For details about the...

26th Sep

Practice notes

What is an intangible fixed asset?

Part 8 of the Corporation Tax Act 2009 (CTA 2009) is a specific corporation tax regime that applies exclusively to the gains and losses of intangible...

Produced in partnership with Anne Fairpo of Temple Tax Chambers 26th Sep

Practice notes

What does stamp duty apply to?

FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: The government is asking for views on the principles and design...

26th Sep

Practice notes

VAT—transfers of a going concern involving land and buildings

This Practice Note is about the issues that arise on a transfer of a going concern involving land and buildings.A transfer of a going concern (TOGC)...

26th Sep

Practice notes

Substantial shareholdings exemption

The substantial shareholdings exemption (SSE) is an exemption from corporation tax on chargeable gains for certain share disposals by companies. The...

26th Sep

Practice notes

Non-residents and tax on chargeable gains from 6 April 2019—gains and UK immovable property

BackgroundOn 6 July 2018, the government published draft legislation to be included in Finance Bill 2019 (formally the Finance (No 3) Bill 2017–19,...

26th Sep

Practice notes

SDLT—land transactions, chargeable interests and chargeable transactions

Stamp duty land tax (SDLT) is charged on chargeable land transactions. Consequently, the concept of a land transaction and what this encompasses is...

25th Sep

Practice notes

Corporate interest restriction

FORTHCOMING CHANGE: Finance Bill 2020–2021 will contain two technical amendments to the CIR rules to ensure the regime works as intended. The first is...

25th Sep

Practice notes

Exemptions from stamp duty

If an exemption from stamp duty applies, a document (ie an instrument of transfer) which would otherwise be subject to UK stamp duty is exempt from...

25th Sep

Practice notes

Exemptions and reliefs from UK withholding tax on yearly interest

Unless an exemption or relief applies, payments of:•yearly interest (or amounts that are treated by tax legislation as payments of yearly interest),...

25th Sep

Practice notes

SDLT chargeable consideration—leases

The amount of stamp duty land tax (SDLT) payable on a chargeable transaction is determined by reference to the 'chargeable consideration' for the...

25th Sep

Most recent Share and asset sales content

Practice notes

Section 198 and 199 elections on transactions involving real estate

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...

25th Sep

Practice notes

Capital allowances on property sales—pre-contract enquiries

This Practice Note is about capital allowance-related pre-contract enquiries on a property transfer. It applies to the grant of a new property...

25th Sep

Practice notes

Public takeovers and tax—involvement of the offeree company

Where a company wishes to acquire another company whose shares are admitted to trading on a regulated market (such as the Main Market of the London...

25th Sep

Practice notes

Tax issues on deferred consideration and share sales

The way consideration payable for the acquisition of shares is structured is not always straightforward. In many cases payment can be delayed,...

25th Sep

Practice notes

Cross-border private M&A transactions

This Practice Note provides an overview of issues that are likely to be encountered by an English-qualified lawyer when advising a seller or a buyer...

25th Sep

Practice notes

Tax implications of a pre-transaction reorganisation

Before disposing of a business or trade, a corporate seller will need to consider how best to structure the deal. The final structure should primarily...

25th Sep

Practice notes

VAT—consequences of a transfer of a going concern

The conditions for a transfer of a business to be treated as a transfer of a going concern (a TOGC) are set out in Practice Note: VAT—what is a...

25th Sep

Practice notes

Completion accounts, accounts date and locked box and tax

When a person buys the share capital of a company, the transaction will often be referred to as:•a completion accounts deal•an accounts date deal,...

25th Sep

Practice notes

Roll-over relief for capital assets

This Practice Note is about roll-over relief for capital assets, which is a deferral of capital gains tax, or corporation tax on chargeable gains, for...

25th Sep

Practice notes

Capital allowances—interaction with CGT, VAT and stamp taxes

This Practice Note sets out how the capital allowances rules interact with the rules relating to:•capital gains tax, including corporation tax on...

25th Sep

Practice notes

The taxation of offeree shareholders on a public takeover

Where a company (the offeror) makes an offer to buy the shares in another company (the offeree), the single biggest tax concern for the shareholders...

25th Sep

Practice notes

Impact of share sales on tax groupings

Companies can be treated as forming groups for many different tax purposes. The usual principle behind group treatment is that the companies which...

25th Sep

Practice notes

Secondary tax liabilities of companies

The UK tax legislation contains various provisions whereby one person may be made responsible for the tax liability of another. These are known as...

25th Sep

Practice notes

Insured M&A transactions—a tax lawyer's guide

This Practice Note is about the practical issues that a tax lawyer should consider when advising on an M&A transaction, structured as a share sale,...

26th Sep

Practice notes

Value shifting—pre-July 2011 [Archived]

ARCHIVED: This Practice Note has been archived and is not maintained.The value shifting rules are anti-avoidance provisions. They are similar to the...

26th Sep

Practice notes

What happens when an intangible fixed asset is realised?

The realisation of an intangible fixed asset will lead to a tax charge or deduction for the taxpayer company under the intangible fixed assets regime...

26th Sep

Precedents

Election—capital allowances apportionment on sale of land—CAA 2001, s 198

[Date][Transferor's name and Unique Taxpayer Reference (UTR)][Transferee's name and UTR]Election to apportion the price of fixtures under section 198...

26th Sep

Precedents

Election—capital allowances apportionment on grant of lease—CAA 2001, s 199

[Date][Grantor's name and Unique Taxpayer Reference (UTR)][Grantee's name and UTR]Election to apportion the price of fixtures under section 199 of the...

26th Sep

Precedents

Tax warranties—short form

1Compliance1.1ReturnsThe Company has duly and properly submitted all [material] computations and returns (including all land transaction returns),...

26th Sep

Practice notes

Warranty and indemnity (W&I) insurance in M&A transactions

Warranty and indemnity (W&I) insurance may be used in private company sale and purchase transactions (whether structured as a share purchase or asset...

26th Sep