The following Corporation Tax guidance note by Tolley provides comprehensive and up to date tax information covering:
This guidance note follows on from the Demerger via a liquidation ― overview guidance note which gives an introduction to demergers via liquidations (also known as non-statutory demergers, or s 110 demergers) and includes diagrams to illustrate a typical demerger via liquidation.
For overall guidance on demergers, including choice of the most appropriate route and planning the demerger project, see the Demergers ― overview guidance note.
It should be possible for the original company to obtain relief from tax on the distribution of the business by virtue of the provisions for relief from tax on corporate gains on reconstructions in TCGA 1992, s 139.
Section 139 relief is available in respect of a ‘Scheme of reconstruction’ which is defined in TCGA 1992, Sch 5AA. Usually a non-statutory demerger should meet this definition but this should be confirmed for each scenario. The main conditions for s 139 relief to apply to a Scheme of reconstruction are:
Provided s 139 relief is available, the transfer is at no gain, no loss. The transferee company receives the assets at cost (or
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