Share matching rules

By Tolley in association with Jackie Barker of Wells Associates

The following Corporation Tax guidance note by Tolley in association with Jackie Barker of Wells Associates provides comprehensive and up to date tax information covering:

  • Share matching rules
  • The FA 1985 pool
  • The 1982 holding
  • Bonus and rights issues
  • Takeovers and reorganisations

This guidance note explains the specific rules that apply on the disposal of shares by a company. If shares of the same class have been acquired on various occasions for different amounts, it is necessary to follow the specific rules to ensure that the disposals are matched with the relevant acquisitions.

Disposals are matched with acquisitions in the following order:

  • shares acquired on the same day as the disposal
  • shares acquired in the previous nine days on a first in, first out basis
  • shares from the FA 1985 pool (subscription sensitive)
  • shares from the 1982 holding
  • shares purchased before 1965 on a last in first out basis
  • shares purchased after the date of disposal in order of acquisition

TCGA 1992, ss 105, 107

There are special rules for disposals which took place prior to 5 December 2005 that fell within the ‘bed and breakfasting’ rules. Further information on this issue can be found in CG51611 onwards.

The disposal of shares may fall within the scope of the substantial shareholding exemption (see the Cases in which SSE applies guidance note). Where the disposal meets the relevant criteria, the shares to be disposed of are still identified using the

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