Section 169I: Material disposal of business assets, Taxation of Chargeable Gains Act 1992

There is a material disposal of business assets where—

an individual makes a disposal of business assets (see subsection (2)), and

the disposal of business assets is a material disposal (see subsections (3) to (7)).

For the purposes of this Chapter a disposal of business assets is—

a disposal of the whole or part of a business,

a disposal of (or of interests in) one or more assets in use, at the time at which a business ceases to be carried on, for the purposes of the business, or

a disposal of one or more assets consisting of (or of interests in) shares in or securities of a company.

A disposal within paragraph (a) of subsection (2) is a material disposal if the business is owned by the individual throughout the period of 2 years ending with the date of the disposal.

A disposal within paragraph (b) of that subsection is a material disposal if—

the business is owned by the individual throughout the period of 2 years ending with the date on which the business ceases to be carried on, and

that date is within the period of 3 years ending with the date of the disposal.

A disposal within paragraph (c) of subsection (2) is a material disposal if condition A, B, C or D is met.

Condition A is that, throughout the period of 2 years ending with the date of the disposal—

the company is the individual's personal company and is either a trading company or the holding company of a trading group, and

the individual is an officer or employee of the company or (if the company is a member of a trading group) of one or more companies which are members of the trading group.

Condition B is that the conditions in paragraphs (a) and (b) of subsection (6) are met throughout the period of 2 years ending with the date on which the company—

ceases to be a trading company without continuing to be or becoming a member of a trading group, or

ceases to be a member of a trading group without continuing to be or becoming a trading company,

and that date is within the period of 3 years ending with the date of the disposal.

If, in any case where an individual disposes of any shares in a company—

there has been an issue of shares in the company to the individual following a relevant business transfer, and

any of the issued shares constitute, or otherwise form part of, the shares disposed of,

the conditions in subsection (6)(a) and (b) are to be treated as met in any period ending immediately before the transfer throughout which the individual owned the business.

For the purposes of subsection (7ZA), shares have been issued "following a relevant business transfer" if they have been issued wholly or partly in exchange for the transfer of a business as a going concern, together with the whole assets of the business or the whole of those assets other than cash.

Condition C is that—

the assets disposed of are relevant EMI shares,

the option grant date is, or is before, the first date of the period of 2 years ending with the date of the disposal, and

throughout that period of 2 years—

the company is either a trading company or the holding company of a trading group, and

the individual is an officer or employee of the company or (if the company is a member of a trading group) of one or more companies which are members of the trading group.

Condition D is that—

the assets disposed of are relevant EMI shares acquired by the individual before the cessation date,

the option grant date is, or is before, the first date of the period of 2 years ending with the cessation date,

the conditions in paragraph (c) of subsection (7A) are met throughout that period of 2 years, and

the cessation date is within the period of 3 years ending with the date of the disposal.

In this section "relevant EMI shares" means—

shares of a company acquired by an individual to which subsection (7D) applies, or

shares of a company to which subsection (7F) applies.

This subsection applies to shares of a company acquired by an individual if the individual—

acquires them on or after 6 April 2013, and

acquires them as a result of the exercise of a qualifying option within the meaning given by section 527(4) of ITEPA 2003 (enterprise management incentives) where the option is exercised on or before the tenth anniversary of the date mentioned in section 529(2) of that Act.

Subsection (7D) does not apply to shares acquired as a result of the exercise of a qualifying option if—

a disqualifying event (see section 533 of ITEPA 2003) occurs in relation to the option before its exercise, and

it is exercised later than the period mentioned in section 532(1)(b) of ITEPA 2003.

This subsection applies to shares of a company if—

the shares are the new holding in a case in which section 127 applies in relation to an individual,

the original shares in that case are relevant EMI shares (whether by virtue of subsection (7D) or this subsection), and

that case is one in which section 127 applies by virtue only of—

section 126, or

subject to subsection (7G), section 135(3).

Subsection (7F)(c)(ii) applies only if—

the exchange of shares in question is a qualifying exchange of shares as defined in paragraph 40 of Schedule 5 to ITEPA 2003, and

when the exchange occurs, the independence requirement (see paragraph 9 of Schedule 5 to ITEPA 2003) and the trading activities requirement (see paragraphs 13 and 14 of that Schedule) are met in relation to the new company (see paragraph 40(1)(a) of that Schedule).

In this section "the original relevant EMI shares", in relation to shares which are relevant EMI shares by virtue of subsection (7F), means the shares originally acquired by the individual to which subsection (7D) applied.

If the shares disposed of are relevant EMI shares by virtue of subsection (7F), in relation to times before the reorganisation mentioned in section 127, in subsection (7A)(c) references to the company are to be read as references to (if different)—

the company whose shares are the original relevant EMI shares, or

if there has been more than one reorganisation since the original relevant EMI shares were acquired—

the company whose shares are the original relevant EMI shares, or

if at the time in question the individual is holding relevant EMI shares which are shares of another company, that other company.

This subsection is subject to subsection (7N).

If the shares disposed of are relevant EMI shares by virtue of subsection (7F), the question of whether the requirement of subsection (7B)(a) is met is to be determined by reference to the date of the acquisition of the original relevant EMI shares.

Subject to what follows, in subsections (7A)(b) and (7B)(b) "the option grant date" means the date on which the qualifying option in question was granted.

Subsections (7M) and (7N) apply if the qualifying option is a replacement option for the purposes of the EMI code (see paragraph 41 of Schedule 5 to ITEPA 2003).

In subsections (7A)(b) and (7B)(b) "the option grant date" means—

the date on which the old option was granted, or

if the old option was also a replacement option, the date on which the earlier old option was granted,

and so on.

In relation to any time during the currency of an old option taken into account under subsection (7M), in subsection (7A)(c) references to the company are to be read as references to the company whose shares were the subject of the old option.

In subsection (7B) "the cessation date" means the date on which the company—

ceases to be a trading company without continuing to be or becoming a member of a trading group, or

ceases to be a member of a trading group without continuing to be or becoming a trading company.

Subsections (7Q) and (7R) apply in relation to a disposal of relevant EMI shares if—

the shares were acquired as a result of the exercise of a qualifying option where—

a disqualifying event (see section 533 of ITEPA 2003) occurs in relation to the option before its exercise, but

it is exercised within the period mentioned in section 532(1)(b) of ITEPA 2003, or

if the shares are relevant EMI shares by virtue of subsection (7F), the original relevant EMI shares were acquired as mentioned in paragraph (a).

Subsection (7A)(b) has effect as if the reference to the date of the disposal were a reference to the date of the disqualifying event.

If the disqualifying event is within section 534(1)(c) of ITEPA 2003, subsection (7B)(a) has effect as if the reference to the cessation date were a reference to the first day after the period mentioned in section 532(1)(b) of that Act if that day is later than the cessation date.

For the purposes of this section—

an individual who disposes of (or of interests in) assets used for the purposes of a business carried on by the individual on entering into a partnership which is to carry on the business is to be treated as disposing of a part of the business,

the disposal by an individual of the whole or part of the individual's interest in the assets of a partnership is to be treated as a disposal by the individual of the whole or part of the business carried on by the partnership, and

at any time when a business is carried on by a partnership, the business is to be treated as owned by each individual who is at that time a member of the partnership.

Section 169I: Material disposal of business assets

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