Section 140: Postponement of charge on transfer of assets to non-resident company.

Taxation of Chargeable Gains Act 1992 · 1992 c. 12View on legislation.gov.uk

Part IV: Shares, securities, options etc. — Chapter II: Reorganisation of share capital, conversion of securities etc.

In any case to which this section applies the transferor company may claim that this Act shall have effect in accordance with the following provisions.

A chargeable gain which is deemed to accrue under subsection (4) is in addition to any gain or loss that actually accrues to the transferor company on the disposal of the securities.

In determining whether a chargeable gain is deemed to accrue under subsection (4), any disapplication of section 127 by paragraph 4(3)(a) of Schedule 7AC in a case in which that section would otherwise have applied shall be disregarded.

There shall be disregarded—

for the purposes of subsection (4) above any disposal to which section 171 applies; and
for the purposes of subsection (5) above any disposal to which that section would apply if subsections (1)(b) and (1A) of that section and section 170(9) were disregarded;

and where a person acquires securities or an asset on a disposal disregarded for the purposes of subsection (4) or (5) above (and without there having been a previous disposal not so disregarded) a disposal of the securities or asset by that person shall be treated as a disposal by the transferor or, as the case may be, transferee company.

No claim may be made under this section as regards a transfer in relation to which a claim is made under section 140C.

If securities are transferred by a transferor company as part of the process of the transfer of a business to which section 140A or 140C applies—

the transfer shall be disregarded for the purposes of subsection (4), and
the transferee company shall be treated as if it were the transferor company in relation to—
any subsequent disposal of the securities, and
any subsequent disposal by the transferee of assets to which subsection 5 applies.

If securities are transferred by a transferor as part of the process of a merger to which section 140E applies—

the transfer shall be disregarded for the purposes of subsection (4), and
the transferee shall be treated as if it were the transferor in relation to—
any subsequent disposal of the securities, and
any subsequent disposal by the transferee of assets to which subsection (5) applies.

In subsection (6B) "transferor" and "transferee" have the meaning given by section 140E(9).

If in the case of any such transfer as was mentioned in section 268(1) of the Income and Corporation Taxes Act 1970 there were immediately before the coming into force of this section chargeable gains which by virtue of section 268(2) and 268A(8) of that Act were treated as not having accrued to the transferor company, subsection (4) above shall (without any claim in that behalf) apply to the aggregate of those gains as if references to the deferred gain were references to that aggregate and as if references to the transfer and the securities were references to the transfer and the shares, or shares and loan stock, mentioned in section 268(1).

If in the case of any such transfer as was mentioned in section 268A(1) of the Income and Corporation Taxes Act 1970 there were immediately before the coming into force of this section deferred gains which by virtue of section 268A(3) were treated as not having accrued to the transferor company, subsections (4) and (5) above shall (without any claim in that behalf) apply to those deferred gains as they apply to gains deferred by virtue of subsection (3) above (as if the references to the transfer and the securities were references to the transfer and securities mentioned in section 268A(1)).

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