Corporation Tax Act 2009

Application of Part 5 to certain shares as rights under creditor relationship

522 Introduction to Chapter

(1) This Chapter contains rules for Part 5 to apply in some cases as if at some times in the accounting period of a company (“A”) which holds certain kinds of shares in another company (“B”) the shares were rights under a creditor relationship of A.

(2) See, in particular—

(a) section 523 (application of Part 5 to some shares as rights under creditor relationship), and

(b) sections 524 and 526 (which describe the two kinds of shares to which the rules apply: shares subject to outstanding third party obligations and non-qualifying shares).

(3) In this Chapter references to the investing company are to A and references to the issuing company are to B.

(4) For the purposes of this Chapter a company is treated as continuing to hold a share even though the share has been transferred to another person—

(a) under a repo or stock lending arrangement, or

(b) under a transaction which is treated as not involving any disposal as a result of section 26 of TCGA 1992 (mortgages and charges not to be treated as disposals).

(5) But subsection (4) does not apply for the purposes of section 535 (shares ceasing to be shares to which section 523 applies).

(6) For the purposes of this Chapter, the definition of “share” in section 476(1) only applies so far as it provides that “share” does not include a share in a building society.

(7) See section 116B of TCGA 1992 for the effect for the purposes of that Act of shares beginning or ceasing to be shares to which section 523 applies.

523 Application of Part 5 to certain shares as rights under creditor relationship

(1) This section applies in relation to the times in a company’s accounting period when—

(a) the company holds a share in another company, and

(b) either—

(i) section 524 (shares subject to outstanding third party obligations) applies to the share, or

(ii) that section does not so apply, but section 526 (non-qualifying shares) does.

(2) Part 5 applies as if at those times—

(a) the share were rights under a creditor relationship of the investing company, and

(b) any distribution in respect of the share were not a distribution (and accordingly were within Part 5).

(3) But no debits are to be brought into account by the investing company for the purposes of Part 5 as respects the share, except where—

(a) this section applies because of subsection (1)(b)(ii), and

(b) the associated transactions condition is met (see section 532).

(4) In this Chapter references to “the share” are to the share mentioned in subsection (1).

(5) For special rules about the amounts to be brought into account where this section applies, see section 534.