Finance Act 2017
Amendment of section 79 of Principal Act (conveyances and transfers of property between certain bodies corporate) | ||
66. Section 79 of the Principal Act is amended— | ||
(a) by inserting the following after subsection (7): | ||
“(7A) Where a transferor— | ||
(a) is liquidated, or | ||
(b) is dissolved without going into liquidation and a conveyance or transfer has been effected as a result of a merger by absorption (within the meaning of section 463 or 1129 of the Companies Act 2014 ) by reason of which the foregoing dissolution of the transferor has taken place, | ||
the transferor and the transferee shall, for the purposes of subsections (5)(c) and (7)(b), not be regarded as ceasing to be associated where, for a period of 2 years from the date of the conveyance or transfer— | ||
(i) the beneficial interest that was conveyed or transferred from the transferor continues to be held by the transferee, and | ||
(ii) the beneficial ownership of the ordinary share capital of the transferee remains unchanged. | ||
(7B) This section shall not apply unless the conveyance or transfer of a beneficial interest in property, or the liquidation referred to in subsection (7A)(a), is effected for bona fide commercial reasons and does not form part of a scheme or arrangement of which the main purpose, or one of the main purposes, is the avoidance of liability to any tax or duty.”, | ||
and | ||
(b) by inserting the following after subsection (10): | ||
“(11) In the case of— | ||
(a) a merger undertaken in accordance with Chapter 3 of Part 9 of the Companies Act 2014 — | ||
(i) the resolution referred to in paragraph (a)(ii) of section 202(1) of that Act, in the case of a merger effected by way of the summary approval procedure (within the meaning of section 202 of that Act), or | ||
(ii) the order made under section 480(2) of that Act, in the case of a merger effected otherwise than by way of the summary approval procedure (within the foregoing meaning), | ||
shall be regarded as a conveyance on sale, or | ||
(b) a merger undertaken in accordance with Chapter 16 of Part 17 of the Companies Act 2014 , the order made under section 1144 of that Act shall be regarded as a conveyance on sale.”. |