36 Share exchanges involving non-UK incorporated close companies

International matters

36  Share exchanges involving non-UK incorporated close companies

(1)     TCGA 1992 is amended in accordance with subsections (2) and (3).

(2)     After section 138 (exchange of securities and schemes of reconstruction: procedure for clearance in advance) insert—

“138ZA Share exchanges involving non-UK incorporated close companies

(1)     Section 138ZB applies where—

(a)     section 135 or 136 applies to an issue by a company (“company B”) of shares in or debentures of that company (“the exchanged shares or debentures”) in exchange for or in respect of shares in or debentures of another company (“company A”),

(b)     immediately before the issue is made, company A is a close company which is incorporated in the United Kingdom (whether or not it is resident in the United Kingdom),

(c)     immediately after the issue is made, company B is a close company which is not incorporated in the United Kingdom (whether or not it is resident in the United Kingdom), and

(d)     the person to whom the exchanged shares or debentures are issued (“P”) is an individual who meets the conditions in subsection (2).

(2)     Those conditions are that—

(a)     immediately before the issue is made, P—

(i)     has a material interest in

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