28 Employee trusts

28  Employee trusts

(1)     A transfer of value made by an individual who is beneficially entitled to shares in a company is an exempt transfer to the extent that the value transferred is attributable to shares in or securities of the company which become comprised in a settlement if—

(a)     the trusts of the settlement are of the description specified in section 86(1) below, and

(b)     the persons for whose benefit the trusts permit the settled property to be applied include all or most of the persons employed by or holding office with the company.

(2)     Subsection (1) above shall not apply unless at the date of the transfer, or at a subsequent date not more than one year thereafter, both the following conditions are satisfied, that is to say—

(a)     the trustees—

(i)     hold more than one half of the ordinary shares in the company, and

(ii)

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