Corporation Tax Act 2009

Shares subject to outstanding third party obligations

524 Shares subject to outstanding third party obligations

(1) This section applies to the share held by the investing company if it—

(a) is subject to outstanding third party obligations (see subsection (2)), and

(b) is an interest-like investment (see section 525).

(2) For the purposes of this Chapter a share is subject to outstanding third party obligations if—

(a) the share is subject to obligations of a kind specified in subsection (4) or will or might be so subject under any relevant arrangements (see subsection (5)),

(b) the obligations are—

(i) obligations of a person other than the investing company, or

(ii) obligations of the investing company which, under any relevant arrangements, will or might be discharged directly or indirectly by any other person, and

(c) the obligations are yet to be discharged.

(3) Accordingly, those obligations are the “third party obligations” in the case of that share.

(4) The kinds of obligation are—

(a) an obligation to meet unpaid calls on the share, and

(b) any other obligation to make a contribution to the capital of the issuing company that could affect the value of the share.

(5) For the purposes of subsection (2)—

(a) “arrangements” includes any agreement or understanding, whether or not it is legally enforceable, and

(b) “arrangements” are “relevant” if they were entered into before or at the time when the share was issued.

525 Meaning of “interest-like investment”

(1) In section 524 “interest-like investment” means a share whose nature is such that its fair value—

(a) is likely to increase at a rate which represents a return on an investment of money at a commercial rate of interest, and

(b) is unlikely to deviate to a substantial extent from that rate of increase.

(2) Fluctuations in value resulting from changes in exchange rates are ignored for the purposes of subsection (1).

(3) For the purposes of subsection (1), the fair value of a share which is subject to outstanding third party obligations (see section 524(2)) must include the fair value of the obligations.

(4) For the purposes of subsection (1), it is assumed—

(a) that any third party obligations will be fully met at the time at which they are due, and

(b) that no transaction (or series of transactions) intended to prevent the condition in subsection (1)(a) or (b) from being met will be or has been entered into.