Commentary

D6.306 Transfers of capital assets within a capital gains group—Share transfers

Corporate tax
Corporate tax | Commentary

D6.306 Transfers of capital assets within a capital gains group—Share transfers

Corporate tax | Commentary

D6.306 Transfers of capital assets within a capital gains group—Share transfers

The no gain/no loss rule does not apply to a share exchange where the exchange qualifies as a reorganisation of share capital. The effect of treating the share for share exchange as a reorganisation is that for the transferor, the newly acquired consideration shares are treated as the same asset, acquired at the same time and for the same amount, as the transferred shares.

The new shares effectively 'stand in the shoes' of the old shares, with the result being that any gain or loss is effectively rolled over into the new holding. The transaction is treated as involving no disposal. Since the effect of a reorganisation is that there is no disposal, the logic is that the no gain, no loss rule cannot apply1.

This is important from the transferee's perspective. It means that the transferee is treated as acquiring the transferred shares at market value, because the exchange is a transaction between connected parties, deemed to be otherwise than at arm's length2.

Although the reorganisation still results in the transferor's gain being rolled into the consideration shares, the transferee obtains a 'step-up' in base cost for the shares it acquires. In this way double taxation (ie the same gain being taxed on both the transferor on its subsequent disposal of the consideration shares and the transferee on its future disposal of

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