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Reconstructions

Produced by a Tolley Corporation Tax expert
Corporation Tax
Guidance

Reconstructions

Produced by a Tolley Corporation Tax expert
Corporation Tax
Guidance
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Sometimes a reorganisation will be more complex than a simple share for share exchange. The β€˜paper for paper’ rules relating to share for share exchanges (discussed in the Share for share exchange guidance note) are therefore extended to deal with reconstructions. What constitutes a scheme of reconstruction is discussed in detail below.

Relief is available to shareholders where there is a reconstruction involving the issue of shares and then also either a scheme of arrangement with the members or the transfer of a business. These are considered in more detail below.

More complicated reconstructions are also used when a demerger process is being undertaken. These are discussed in the demergers series of guidance notes, see the Demergers ― overview guidance note as a starting point.

Scheme of reconstruction

Both reconstructions involving a scheme of arrangement (TCGA 1992, s 136) and reconstructions involving the transfer of a business (TCGA 1992, s 139) require us to look at TCGA 1992, Sch 5AA for the definition of a β€˜scheme of reconstruction’.

This says:

  1. β€’

    the scheme involves the issue of ordinary share capital

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  • 13 Sep 2024 06:30

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