Remedy
Start free

Section 612: Merger relief

Companies Act 2006 · 2006 c. 46View on legislation.gov.uk

Part 17: A company's share capital — Chapter 7: Share premiums

This section applies where the issuing company has secured at least a 90% equity holding in another company in pursuance of an arrangement providing for the allotment of equity shares in the issuing company on terms that the consideration for the shares allotted is to be provided—

by the issue or transfer to the issuing company of equity shares in the other company, or
by the cancellation of any such shares not held by the issuing company.

If the equity shares in the issuing company allotted in pursuance of the arrangement in consideration for the acquisition or cancellation of equity shares in the other company are issued at a premium, section 610 does not apply to the premiums on those shares.

Where the arrangement also provides for the allotment of any shares in the issuing company on terms that the consideration for those shares is to be provided—

by the issue or transfer to the issuing company of non-equity shares in the other company, or
by the cancellation of any such shares in that company not held by the issuing company,

relief under subsection (2) extends to any shares in the issuing company allotted on those terms in pursuance of the arrangement.

This section does not apply in a case falling within section 611 (group reconstruction relief).

About this text

This legislation text comes from legislation.gov.uk. Contains public sector information licensed under the Open Government Licence v3.0. These source and reuse terms cover the legislation text, not Remedy's commentary.

Reuse reviewed 21 August 2026 under Open Government Licence v3.0.