Commentary

D2.250 Group relief—limited rights, variable rights and options attaching to ordinary shares

Corporate tax
Corporate tax | Commentary

D2.250 Group relief—limited rights, variable rights and options attaching to ordinary shares

Corporate tax | Commentary

D2.250 Group relief—limited rights, variable rights and options attaching to ordinary shares

Despite the detailed rules surrounding group relief, it would still be possible to create an artificial group in one or more of the following ways:

  1.  

    •     by creating shares whose rights to participate in distributions or assets are severely limited so that the owner of them has little interest in the company issuing them

  2.  

    •     by creating shares whose rights may at some future time be reduced (eg when the company's profits reach a certain level)

  3.  

    •     by granting a put or call option in respect of the shares so that at some future time the holder's rights may be diminished

Special provisions have therefore been introduced to deal with each of these situations (and with a combination of two or more of them1).

Limited rights—group relief anti-avoidance provisions

A company may hold 75% of the ordinary share capital of another although its rights to distributions or to assets on a winding-up may be restricted. Without further provisions, the first company could claim group relief (current year or brought forward) for losses etc of the second company in a particular accounting period although its real interest in the profits and assets of the second company may be

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