The transactions in securities (TiS) legislation is anti-avoidance legislation aimed at situations where close company shareholders have engineered a disposal of shares to obtain a beneficial capital gains tax (CGT) rate, ie avoid income tax, on specified transactions.

The targeted anti-avoidance rule (TAAR) aims to combat cases of ‘phoenixism’ and applies to certain distributions made in the process of winding up companies. Phoenixism refers to a the same business ‘rising from the ashes’ of a company, in other words where a company is liquidated and subsequently its business is carried on under the same or broadly the same ownership via a new entity within two years of the winding-up. Such transactions are likely to also be covered by the TiS regime ― the TAAR was introduced to provide absolute certainty of treatment for such transactions. In practice when there is a company winding up the TAAR may be in point rather than the TiS.

This guidance note discusses some of the TiS and TAAR issues that may be encountered on a sale / winding-up of a business. It is not intended to be comprehensive analysis of all the relevant statutory provisions. For details