http://www.legislation.gov.uk/ukpga/1992/12/section/137Taxation of Chargeable Gains Act 1992An Act to consolidate certain enactments relating to the taxation of chargeable gains.1992-03-06texttext/xmlenStatute Law Database2026-09-18Expert Participation2026-04-06 Part IV Shares, securities, options <Abbreviation Expansion="et cetera" xml:lang="la">etc.</Abbreviation>Chapter II Reorganisation of share capital, conversion of securities etc.<CommentaryRef Ref="key-15937c49ed846839590ee01ef690be89"/> Company reconstructions ... Restriction on application of sections 135 and 136 <Addition ChangeId="key-acf7ec8fb972c02b75fe258289fb6000-1776337570980" CommentaryRef="key-acf7ec8fb972c02b75fe258289fb6000">: anti-avoidance</Addition>.1371This section applies in respect of arrangements relating to an exchange or scheme of reconstruction as regards which section 135 or 136 applies if the main purpose, or one of the main purposes, of the arrangements is to reduce or avoid liability to capital gains tax or corporation tax.1AAny such reduction or avoidance that would (in the absence of this section) arise from such arrangements is to be counteracted by the making of such adjustments as are just and reasonable (in light of the reduction or avoidance).1BThis includes, in an appropriate case, disapplying section 135 or 136 insofar as is required to counteract the reduction or avoidance.1CAny adjustments required to be made under this section (whether or not by an officer of Revenue and Customs) may be made by way of—aan assessment, orbthe modification of an assessment.2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4If any tax assessed on a person (the chargeable person) by virtue of this section is not paid within 6 months from the date when it is payable, any other person who—aholds all or any part of the shares or debentures that were issued to the chargeable person as part of the exchange or scheme of reconstruction, andbhas acquired them without there having been, since their acquisition by the chargeable person, any disposal of them not falling within section 58(1) or 171,may, at any time within 2 years from the time when the tax became payable, be assessed and charged (in the name of the chargeable person) to all or, as the case may be, a corresponding part of the unpaid tax; and a person paying any amount of tax under this subsection shall be entitled to recover a sum of that amount from the chargeable person.5With respect to chargeable gains accruing in chargeable periods ending after such day as the Treasury may by order appoint, in subsection (4) above—afor the words “the date when it is payable" there shall be substituted “ the date determined under subsection (4A) below ”;bfor the words “the time when the tax became payable" there shall be substituted “ that date ”; andcfor the words “a sum" onwards there shall be substituted “ from the chargeable person a sum equal to that amount together with any interest paid by him under section 87A of the Management Act on that amount ”;and after that subsection there shall be inserted—4AThe date referred to in subsection (4) above is whichever is the later of—athe date when the tax becomes due and payable by the chargeable person; andbthe date when the assessment was made on the chargeable person.6In this section references to shares or debentures include references to any interests or options to which this Chapter applies by virtue of section 135(5), 136(5) or 147.7In this section, “arrangements” includes any agreement, understanding, scheme, transaction or series of transactions (whether or not legally enforceable).S. 137(5):30.9.1993 appointed for the purposes of s. 137(5) by S.I. 1992/3066, art. 2(2)(d) in force at 30.9.1993 by S.I. 1992/3066, art. 2(2)(d)Words in s. 137(6) substituted (with effect in accordance with Sch. 9 paras. 7, 8 of the amending Act) by Finance Act 2002 (c. 23), Sch. 9 para. 5(5)(b)Words in s. 135 cross-heading repealed (with effect in accordance with Sch. 9 paras. 7, 8, Sch. 40 Pt. 3(2) Note of the amending Act) by Finance Act 2002 (c. 23), Sch. 40 Pt. 3(2)Pt. IV: power to modify conferred (7.4.2005) by Finance Act 2005 (c. 7), s. 21(8)-(10)Pt. IV Ch. II modified (with effect in accordance with s. 63(4) of the amending Act) by Finance Act 2000 (c. 17), Sch. 15 para. 88S. 137(1) modified (with effect in accordance with s. 1329(1) of the affecting Act) by Corporation Tax Act 2009 (c. 4), ss. 129(7), 1329(1) (with Sch. 2 Pts. 1, 2)S. 137 applied by The Authorised Investment Funds (Tax) Regulations 2006 (S.I. 2006/964), reg. 69Z24H (as inserted (1.8.2012) by S.I. 2012/1783, regs. 1, 4)Pt. IV Ch. II modified (1.1.1999) by The European Single Currency (Taxes) Regulations 1998 (S.I. 1998/3177), regs. 1, 39Word in s. 137 heading inserted (with effect in accordance with s. 37(6) of the amending Act) by Finance Act 2026 (c. 11), s. 37(4)(a)(6) (with s. 37(7))S. 137(1)-(1C) substituted for s. 137(1) (with effect in accordance with s. 37(6) of the amending Act) by Finance Act 2026 (c. 11), s. 37(4)(b)(6) (with s. 37(7))S. 137(7) inserted (with effect in accordance with s. 37(6) of the amending Act) by Finance Act 2026 (c. 11), s. 37(4)(e)(6) (with s. 37(7))S. 137(2) omitted (with effect in accordance with s. 37(6) of the amending Act) by virtue of Finance Act 2026 (c. 11), s. 37(4)(c)(6) (with s. 37(7))S. 137(3) omitted (with effect in accordance with s. 37(6) of the amending Act) by virtue of Finance Act 2026 (c. 11), s. 37(4)(c)(6) (with s. 37(7))Words in s. 137(4) substituted (with effect in accordance with s. 37(6) of the amending Act) by Finance Act 2026 (c. 11), s. 37(4)(d)(i)(6) (with s. 37(7))Words in s. 137(4)(a) inserted (with effect in accordance with s. 37(6) of the amending Act) by Finance Act 2026 (c. 11), s. 37(4)(d)(ii)(6) (with s. 37(7))