How issuance of bonus and rights issues, and substantial shareholdings disposal be done in a business formation UK along with relief for business assets replacement?


This blog will be discussing the bonus and rights issue, the reorganizations and takeovers, the disposal of substantial shareholdings and the relief for replacement of business assets that includes the conditions for relief, operation of relief, the depreciating assets and the fixed assets of the intangible type.

When the shares of bonus issues are issued, then this results in the increment in the size of the original holding. As the issuance of the shares of bonus is performed at a zero cost, there is no requirement for the adjustment of the original cost and no operative event exists for the pool of FA 1985 and hence there is no need for the computation of the allowance of indexation.

As far as the issuance of the rights issues is concerned, when this is done, this results in the increment in the size of the original holding, just as we discussed above for the case of bonus issues. Hence, if the original shareholding is included in the pool of FA 1985, then the shares of right issues are added to the pool. This can prove as an important parameter for the matching rules in the case of a shareholding that contains the rights issue shares gets sold immediately after the rights issue.

However, for the rights issue, the payment is made for the new shares resulting in the adjustment to the original cost. To fulfill the aim of calculation of the allowance of indexation, the expense suffered on the rights issue is considered as being suffered on the very date of issue and not on the day when the original holding occurred.

Rules for the Reorganizations and the Takeovers

The rules on the takeovers and the reorganizations are applicable in the same manner in the case of the shareholders of a company registration UK as in the case of individuals. As far as the case of reorganization is considered, the original shares are replaced by the new shares or securities. The indexed cost and the original cost is divided or apportioned between the different kinds of capital that get issued on the event of reorganization.

In the case of a takeover of shares that makes a qualification for the treatment of ‘paper for paper’, the original cost and the indexed cost is shifted to the new holding that replaces the original holding.

Substantial Shareholdings and their Disposal

Basic Principles of the Disposal of Substantial Shareholdings

There exists an exemption on disposal because of the holding of 10 percent or more of the shares when a trading company registration UK is the owner of shares in some other company of trade.

When you create a company in London or somewhere in UK, of a trading type, it can be exempted from the payment of corporation tax for any gain that occurs if that trading company or a member of a trading group makes the disposal of the entire or a part of the substantial shareholding in some other trading company in London or in the holding company of a trading sub-group or group.

A substantial shareholding is defined as the one where the company that invests, is a holder of 10 percent of the ordinary share capital and is beneficially given an entitlement to at least 10 percent of the profit that are available for the distribution of equity holders and the assets of the company that are available for distribution to equity holders in the case of a winding up.

In order to meet the 10 percent shares of test type that the members own, of a chargeable gains group may be integrated. The 10 percent test should be fulfilled for a continuous period of 12 months during the 2 years before the disposal.

The condition of twelve months period can be met also by the inclusion of a period during which the assets that are being utilized in its trade by the company whose shares are being disposed of by company A and were in use by the group company B in the trade and then shifted to company A before the sale of the shares of the company A. This performs the enabling of the exemption that is applicable in the scenario where a trade that exists as carried on by one group company is shifted to a new group company prior to the new company being sold out outside the group. This may be given preference over the sale of the original company that carries on the trade, for example, if it also contains contingent liabilities.

The exemption is provided automatically and there is no involvement of making a claim. Hence, as well as exempting gains, it refuses the losses or gains.

The exemption is applicable to the disposal of part of a substantial holding, which means that if one reg UK ltd is the owner of the 10 percent of the ordinary share capital in another reg UK ltd, and makes the disposal of 1 percent of the share capital, any gain will be exempted in this case. In addition to this, the disposal of the 9 percent that was left, may produce an exempt gain.

An Example of Disposal of Substantial Shareholding

Consider an example where on December 1, 2006, SD ltd made a purchase of about 20 percent of the shares in AM Ltd. The shareholding makes qualification for the exemption of substantial shareholding. During its period of accounting till March 31, 2014, SD Ltd made the two disposals that are given below:

  • On June 30, 2013, it made a disposal of a 15 percent of holding in AM Ltd.
  • On December 30, 2013, it made the disposal of the 5 percent holding that remained in AM Ltd.

Both these shareholdings pass for the exemption of the substantial shareholdings. It is clear that the first disposal is of at least a holding of 10 percent that was held for a period of twelve months before making the disposal. The second disposal also passes in spite of the holding being a 5 percent, because SD Ltd was the owner of a 10 percent holding throughout a period of 12 months that starts in the two years before this second disposal.

Rollover Relief for the Replacement of the Assets of Business

The relief for the replacement of the assets of business is available for the companies in order to defer the gains that occur while disposing the assets of business.

The Conditions for Relief

As far as the case of individuals is concerned, a rollover of gain may be done by a company in the case where the proceeds on the disposal of an asset of business are spent on the replacement business asset under the relief of the rollover type.

A claim to acquire the relief must me made no longer than the period of four years after of the termination of the accounting period in which the old asset’s disposal takes place and four years of the termination of the accounting period in which the acquiring of new assets is performed. As an example, consider that a disposal is made by a company in its accounting period to the date of June 30, 2014 and a claim in order to get a relief of rollover type is made with regards to a new set got in the accounting period to June 30, 2013, the deadline for a claim is June 30, 2018, that is, four years after the termination of the accounting period in which the old asset’s disposal was made.

The conditions in order to make the relief applicable to the disposals of the company include:

  • The old assets that have been sold out and the new assets that are purchased are both utilized merely in the trade of the company, that is, dividing them into the business and non-business parts that are available for the buildings
  • The new asset and the asset of the old kind are both considered to belong to one of the classes, although not necessarily the same class, as mentioned below:
  • Fixed machinery and plant
  • Lands and buildings that includes the parts of buildings, that is occupied and also utilized for the purposes of trade.
  • The new asset begins to being used in the trade as soon as it is acquired
  • The reinvestment of the proceeds acquired on the disposal of the old asset occurs in a period that begins one year prior to and ending three years after the date the disposal is made

It should be noted here that the goodwill is not considered as the qualifying asset for the purposes of corporation tax.

The Operation of Relief

The deferral is acquired by subtracting the indexed gain from the price of the new asset. In order to acquire a full relief, the total proceeds should be reinvested. If only a part of it is reinvested, then a gain equal to the amount not invested, or the entire gain, if it is lower, will instantly be charged to the tax.

The asset that is new will have a base cost for the purposes of a chargeable gain of its buying price less the gain rollover.

Relief for the Investment into the Depreciating Assets

The relief in the case of the depreciating assets is taken into account in the same manner for the companies as in the case of the individuals.

The indexed gain is computed on the old asset and is deferred until the crystallization of the gain occurs on the earliest of:

  • The date the asset of replacement stops being used in the trade
  • The disposal of the asset of replacement
  • Ten years after the acquiring of the asset of replacement

The Fixed Assets of the Intangible Type

A similar replacement of the relief of business assets for replacing the intangible fixed assets exists. However, the relief is fixed to the gain depending on the original cost and not on the cost that has been written down.

As discussed earlier, the gains on the disposing of the intangible fixed assets are liable to tax as the income of trade instead of the chargeable gains. However, there exists a form of relief for replacement of intangible assets of business for the companies that is very much like the case of the chargeable gains and hence, it is easy and fitting that it should be considered here.

The rollover of a profit on the disposal of a fixed asset can be made by the acquiring of an asset of replacement within the period that begins one year prior and ends after three years of the date of disposal. The relief is provided by rolling over the gain into the base cost of the asset of replacement.

The most amount of profit that can be rolled over is the one that does not compare the proceeds with cost written down but the comparison is made with the original cost. That is why, if you have written down the intangible fixed asset, then the gain that is related to the written down amount will be charged as the income of trade.

In case if the expense of the new fixed asset of intangible type is equal to or more than the proceeds of the old intangible fixed asset, then there is an availability of relief to roll over the entire gain that is based on the original cost.

If the expense on the new fixed asset of the intangible type is less than the proceeds of the old fixed asset of the intangible type, then the relief is restrained or restricted to the excessive amount that has been invested in the new fixed asset of the intangible type over the original cost of the old asset.

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