SSE ― anti-avoidance

By Tolley
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The following Corporation Tax guidance note by Tolley provides comprehensive and up to date tax information covering:

  • SSE ― anti-avoidance
  • Arrangements
  • An untaxed gain
  • Control
  • Significant change of trading activities

The commentary set out in this guidance note is based on the current substantial shareholding exemption (SSE) legislation. For more in depth commentary on these provisions, see Simon’s Taxes D1.1050 (subscription sensitive).

The SSE regime contains anti-avoidance provisions which are designed to prevent the abuse of SSE.

TCGA 1992, Sch 7AC, Part 1, para 5

HMRC has confirmed that these anti-avoidance provisions are designed to catch very specific activities and do not expect these provisions to be triggered very often.

The legislation sets out that SSE will not apply in situations where in pursuance of arrangements entered into with the sole or main benefit being to secure an exempt gain, an untaxed gain arises within a company as a result of a disposal of shares and before the gain arose, either:

  • the investing company acquired control of the target company, or the same person(s) acquire ‘control’ of both companies
  • there has been a ‘significant change in the trading activities’ of the

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