|
| |
|
Meaning of a company being “in administration” |
| |
57 (1) | Sub-paragraph (2) applies in relation to— |
| |
(a) | an administration order under Part 3 of the Insolvency (Northern |
| |
Ireland) Order 1989 the petition for which was presented before 6 |
| |
| 5 |
(b) | any corresponding order under the law of a country or territory |
| |
outside the United Kingdom the proceedings for which were |
| |
instituted before that date. |
| |
(2) | Section 252 (as it applies for the purposes of Chapter 6 of Part 4) applies with |
| |
the substitution for subsection (2) of— |
| 10 |
“(2) | A company is “in administration” if— |
| |
(a) | it is in administration within the meaning of Schedule B1 to |
| |
the Insolvency Act 1986, or |
| |
(b) | there is in force in relation to it— |
| |
(i) | an administration order under Part 3 of the |
| 15 |
Insolvency (Northern Ireland) Order 1989, or |
| |
(ii) | any corresponding order under the law of a country |
| |
or territory outside the United Kingdom.” |
| |
(3) | For the purposes of sub-paragraph (2), section 252 applies for the purposes |
| |
of Chapter 6 of Part 4 in any case where— |
| 20 |
(a) | it is applied by section 138(5), |
| |
(b) | it applies for the purposes of section 190 as applied by section 141(2), |
| |
| |
(c) | it applies for the purposes of section 191 as applied by section 137(7), |
| |
| 25 |
(4) | In relation to an administration order under Part 2 of the Insolvency Act 1986 |
| |
the petition for which was presented before 15 September 2003, section 252 |
| |
(as applied by section 138(5)) applies with the substitution for subsection (2) |
| |
| |
“(2) | A company is “in administration” if there is in force in relation to it— |
| 30 |
(a) | an administration order under Part 2 of the Insolvency Act |
| |
1986 or Part 3 of the Insolvency (Northern Ireland) Order |
| |
| |
(b) | any corresponding order under the law of a country or |
| |
territory outside the United Kingdom.” |
| 35 |
(5) | Section 252 (as applied by section 138(5)) does not apply in relation to shares |
| |
issued before 21 March 2000. |
| |
(6) | In the application of sub-paragraph (5) on or after 21 March 2000, shares— |
| |
(a) | that were issued on or after 6 April 1998 but before 21 March 2000, |
| |
| 40 |
(b) | to which EIS relief or relief under Schedule 5B to TCGA 1992 was |
| |
attributable immediately before 21 March 2000, |
| |
| are treated as having been issued on or after 21 March 2000. |
| |
(7) | Sub-paragraphs (1) to (6) apply in relation to Chapter 5A of Part 13 of ICTA |
| |
and section 576C(5) of that Act (which make corresponding provision for the |
| 45 |
|
| |
|
| |
|
purposes of corporation tax) as they apply in relation to Chapter 6 of Part 4 |
| |
| |
(8) | For the purposes of sub-paragraph (7), section 252 applies for the purposes |
| |
of Chapter 5A of Part 13 of ICTA in any case where— |
| |
(a) | it is applied by section 576C(5) of ICTA, |
| 5 |
(b) | it applies for the purposes of section 190 as applied by section 576F(2) |
| |
| |
(c) | it applies for the purposes of section 191 as applied by section |
| |
576B(7), 576D(4), 576E(2) or 576G(4) of ICTA. |
| |
| 10 |
Enterprise investment scheme |
| |
The gross assets requirement |
| |
58 (1) | In relation to shares to which sub-paragraph (2) or (3) applies, section 186 |
| |
applies with the substitution in subsections (1) and (2)— |
| |
(a) | of “£15 million” for “£7 million”, and |
| 15 |
(b) | of “£16 million” for “£8 million”. |
| |
(2) | This sub-paragraph applies to shares issued to a person who subscribed for |
| |
them before 22 March 2006. |
| |
(3) | This sub-paragraph applies to shares issued to the managers of an |
| |
investment fund approved for the purposes of section 251 by the |
| 20 |
Commissioners for Her Majesty’s Revenue and Customs if— |
| |
(a) | the fund was approved before 22 March 2006, |
| |
(b) | investments in the fund have been accepted before 6 April 2006, and |
| |
(c) | the shares are issued to the managers as nominee for an individual |
| |
who has (whether or not before 6 April 2006) invested in the fund. |
| 25 |
| |
| |
| |
59 | Section 261(4) does not apply in relation to shares acquired by a company |
| |
| 30 |
Form and amount of relief |
| |
60 (1) | In relation to shares issued before 6 April 2006, section 263(2) applies with |
| |
the substitution of “tax at the higher rate for the tax year on” for “30% of”. |
| |
(2) | In relation to shares issued before 6 April 2004, section 263(2) applies with |
| |
the substitution of “the savings rate” for “the higher rate”. |
| 35 |
No entitlement to relief if there is a linked loan |
| |
61 | In relation to shares issued before 6 April 2006, section 264(3) applies with |
| |
the substitution, in paragraph (b) of the definition of “the relevant period”, |
| |
of “the third anniversary” for “the fifth anniversary”. |
| |
|
| |
|
| |
|
Loss of relief if shares disposed of within 5 years |
| |
62 (1) | In relation to shares issued before 6 April 2006— |
| |
(a) | subsection (1) of section 266 applies with the substitution of “3 years” |
| |
| |
(b) | subsection (4) of that section applies with the omission of “30% of” |
| 5 |
and the insertion at the end of “multiplied by the higher rate for the |
| |
tax year in which the shares were issued”. |
| |
(2) | In relation to shares issued before 6 April 2004, section 266(4) applies with |
| |
the substitution of “the savings rate” for “the higher rate”. |
| |
Interpretation of Chapter 2 |
| 10 |
63 (1) | In relation to shares issued before 6 April 2007, section 273(1) applies as if it |
| |
gave “eligible shares” the same meaning as that given by paragraph 6(1) of |
| |
Schedule 15B to ICTA at the time of the issue of the shares. |
| |
(2) | In relation to shares issued before 6 April 2006, section 273(1) applies with |
| |
the substitution of “3 years” for “5 years”. |
| 15 |
The 15% holding limit condition |
| |
64 | In relation to shares or securities issued before 17 April 2002, section 277(5) |
| |
applies with the following modifications— |
| |
(a) | the insertion after “reconstruction”, in the first place where it occurs, |
| |
of “or amalgamation”, and |
| 20 |
(b) | the omission of the words from “In this subsection” to the end. |
| |
Conditions relating to value of investments |
| |
65 (1) | Sub-paragraph (2) applies if any question arises which— |
| |
(a) | would otherwise fall to be determined in accordance with section |
| |
| 25 |
(b) | is a question whether, in a case where a company (“company A”) |
| |
holds investments in a company (“company B”) immediately before |
| |
6 April 2007, the 15% holding condition is met if there is an addition |
| |
to the holding on or after that date. |
| |
(2) | Any such question is to be determined in accordance with— |
| 30 |
(a) | section 842AA(11)(c) of ICTA, and |
| |
(b) | section 842(3) and (4) of that Act as applied by that provision, |
| |
| until such time as company A ceases to hold investments in company B. |
| |
(3) | Except in a case to which sub-paragraph (2) applies, section 278(5) applies in |
| |
relation to investments issued before 17 April 2002 with the following |
| 35 |
| |
(a) | the insertion after “reconstruction”, in the first place where it occurs, |
| |
of “or amalgamation”, and |
| |
(b) | the omission of the words from “In this subsection” to the end. |
| |
Conditions relating to qualifying holdings and eligible shares: supplementary |
| 40 |
66 | Section 280(3) does not apply in relation to shares issued before 17 April |
| |
| |
|
| |
|
| |
|
Interpretation of Chapter 3 |
| |
67 | Section 285 applies with the omission of subsections (4) to (6) for the |
| |
purposes of determining whether, at any time before 6 April 2007, the |
| |
conditions mentioned in section 274(2) are, will be or were met with respect |
| |
| 5 |
The maximum qualifying investment requirement |
| |
68 | For the purpose of determining whether shares or securities are to be |
| |
regarded as comprised in a company’s qualifying holdings, section 287(3)(b) |
| |
does not apply in relation to shares or securities issued before 6 April 2007. |
| |
The no guaranteed loan requirement |
| 10 |
69 | For the purpose of determining whether shares or securities are to be |
| |
regarded as comprised in a company’s qualifying holdings, section 288 does |
| |
not apply in relation to shares or securities acquired by a company by means |
| |
| |
(a) | money raised by the issue before 2 July 1997 of shares in or securities |
| 15 |
of the investing company, or |
| |
(b) | money derived from the investment by that company of any such |
| |
| |
The proportion of eligible shares requirement |
| |
70 (1) | If at any time the requirement of section 289— |
| 20 |
(a) | would be met in relation to a relevant holding and a company if none |
| |
of the old investments were held by the investing company at that |
| |
| |
(b) | would not otherwise be met, |
| |
| that section applies in relation to that holding as if the old investments were |
| 25 |
not held by the investing company at that time. |
| |
(2) | In sub-paragraph (1) “old investments” means shares in or securities of the |
| |
relevant company acquired by means of the investment of— |
| |
(a) | money raised by the issue before 2 July 1997 of shares in or securities |
| |
of the investing company, or |
| 30 |
(b) | money derived from the investment by that company of any such |
| |
| |
| |
71 | For the purpose of determining whether shares or securities are to be |
| |
regarded as comprised in a company’s qualifying holdings, section 290 |
| 35 |
applies in relation to shares or securities issued before 6 April 2007 with the |
| |
| |
(a) | the omission of subsections (2) and (6), and |
| |
(b) | in subsection (5)(d), the omission of sub-paragraph (ii) and the “or” |
| |
| 40 |
|
| |
|
| |
|
The carrying on of a qualifying activity requirement |
| |
72 (1) | For the purpose of determining whether shares or securities are to be |
| |
regarded as comprised in a company’s qualifying holdings, section 291 |
| |
applies in relation to shares or securities issued before 7 April 2007 with the |
| |
omission of subsection (8). |
| 5 |
(2) | For the purpose of determining whether shares or securities are to be |
| |
regarded as comprised in a company’s qualifying holdings, section 291 |
| |
applies in relation to shares or securities issued before 17 March 2004 with |
| |
the following modifications— |
| |
(a) | in subsection (1), the substitution for “a qualifying company |
| 10 |
(whether or not the same such company at every such time)” of “the |
| |
| |
(b) | in subsection (3), the substitution for “was intended to be carried on” |
| |
of “it intended to carry on” and the omission of “by a qualifying |
| |
| 15 |
(c) | in subsection (4)(a), the substitution for “a qualifying company” of |
| |
“the qualifying company”, |
| |
(d) | in subsection (4)(b), the substitution for “at all times since the end of |
| |
that period, a qualifying company (whether or not the same such |
| |
company at every such time) has” of “the qualifying company has at |
| 20 |
all times since the end of that period”, and |
| |
(e) | the omission of subsection (6). |
| |
Ceasing to meet the requirement because of administration or receivership |
| |
73 | For the purpose of determining whether shares or securities are to be |
| |
regarded as comprised in a company’s qualifying holdings, section 292(1) |
| 25 |
applies in relation to shares or securities issued before 17 March 2004 with |
| |
the omission of “merely”. |
| |
The use of the money raised requirement |
| |
74 | For the purpose of determining whether shares or securities are to be |
| |
regarded as comprised in a company’s qualifying holdings, section 293 |
| 30 |
applies in relation to shares or securities issued before 17 March 2004 with |
| |
the following modifications— |
| |
(a) | in subsection (2), the substitution for “has been or is intended to be |
| |
employed” of “is money which the qualifying company has |
| |
employed or intends to employ”, and |
| 35 |
(b) | in subsection (5)(b), the substitution for “a qualifying company” of |
| |
“the qualifying company”. |
| |
The relevant company to carry on the relevant qualifying activity requirement |
| |
75 (1) | For the purpose of determining whether shares or securities are to be |
| |
regarded as comprised in a company’s qualifying holdings, section 294 |
| 40 |
applies in relation to shares or securities issued before 6 April 2007 with the |
| |
| |
(a) | in subsections (1) and (6) the substitution for “relevant qualifying |
| |
activity” of “qualifying activity”, |
| |
(b) | in subsection (1) the substitution for “section 293” of “section 291”, |
| 45 |
| |
|
| |
|
| |
|
(c) | the omission of subsection (7). |
| |
(2) | For the purpose of determining whether shares or securities are to be |
| |
regarded as comprised in a company’s qualifying holdings, Chapter 4 of |
| |
Part 6 of this Act applies in relation to shares or securities issued before 17 |
| |
March 2004 with the substitution for section 294 of— |
| 5 |
“294 | Further requirements as to the money raised by the investment in |
| |
| |
| |
(a) | the relevant company is a parent company, and |
| |
(b) | the business of the group does not consist wholly or as to a |
| 10 |
substantial part in the carrying on of non-qualifying |
| |
| |
| the requirements of this section are not met unless one or more of the |
| |
following conditions is met. |
| |
(2) | Condition A is that the trader company meets the requirement of |
| 15 |
| |
(3) | Condition B is that the trader company would meet that requirement |
| |
if its purposes were ignored so far as they consist in the carrying on |
| |
of activities in section 290(5). |
| |
(4) | Condition C is that the trader company is a qualifying 90% company |
| 20 |
| |
(a) | apart from incidental purposes, it exists wholly for the |
| |
purposes of carrying on activities such as those in section |
| |
| |
(b) | it has no profits for the purposes of corporation tax and no |
| 25 |
part of its business consists in the making of investments. |
| |
| |
“the business of the group” has the same meaning as it has for |
| |
the purposes of subsection (1)(b) of section 290, |
| |
“incidental purposes” and “non-qualifying activities” have the |
| 30 |
same meaning as in that section, |
| |
“the trader company” means the company (whether the |
| |
relevant company or a qualifying subsidiary of the relevant |
| |
company) carrying on the qualifying activity which meets the |
| |
requirement of section 291.” |
| 35 |
The gross assets requirement |
| |
76 (1) | For the purpose of determining whether shares or securities are to be |
| |
regarded as comprised in a company’s qualifying holdings, section 297 |
| |
applies in relation to shares or securities issued on or after 6 April 1998 and |
| |
before 6 April 2006 with the substitution in subsections (1) and (2)— |
| 40 |
(a) | of “£15 million” for “£7 million”, and |
| |
(b) | of “£16 million” for “£8 million”. |
| |
(2) | For the purposes of sub-paragraph (1) any shares or securities acquired by a |
| |
company at any time by means of the investment of— |
| |
(a) | money raised by the issue before 6 April 2006 of shares in or |
| 45 |
securities of the investing company, or |
| |
|
| |
|
| |
|
(b) | money derived from the investment by that company of any such |
| |
| |
| are treated as having been issued before 6 April 2006. |
| |
(3) | For the purpose of determining whether shares or securities are to be |
| |
regarded as comprised in a company’s qualifying holdings, section 297 |
| 5 |
applies in relation to shares or securities issued before 6 April 1998 with the |
| |
substitution in subsections (1) and (2)— |
| |
(a) | of “£10 million” for “£7 million”, and |
| |
(b) | of “£11 million” for “£8 million”. |
| |
The property managing subsidiaries requirement |
| 10 |
77 | For the purpose of determining whether shares or securities are to be |
| |
regarded as comprised in a company’s qualifying holdings, section 299 does |
| |
not apply in relation to shares or securities issued before 17 March 2004. |
| |
Meaning of “qualifying trade” |
| |
78 | For the purpose of determining whether shares or securities are to be |
| 15 |
regarded as comprised in a company’s qualifying holdings, section 300 |
| |
applies in relation to shares or securities issued before 6 April 2007 with the |
| |
| |
(a) | in subsection (2), the omission of paragraph (b) and the “or” |
| |
immediately before it, and |
| 20 |
(b) | the omission of subsection (3). |
| |
Meaning of “qualifying 90% subsidiary” |
| |
79 | For the purpose of determining whether shares or securities are to be |
| |
regarded as comprised in a company’s qualifying holdings, section 301 does |
| |
not apply in relation to shares or securities issued before 17 March 2004. |
| 25 |
Meaning of “qualifying subsidiary” |
| |
80 | For the purpose of determining whether shares or securities are to be |
| |
regarded as comprised in a company’s qualifying holdings, section 302 |
| |
applies in relation to shares or securities issued before 17 March 2004 with |
| |
the following modifications— |
| 30 |
(a) | the substitution for subsection (2)(a) of— |
| |
“(a) | the relevant company, or another of its subsidiaries, |
| |
possesses at least 75% of the issued capital of, and at |
| |
least 75% of the voting power in, the subsidiary, |
| |
(aa) | the relevant company, or another of its subsidiaries, |
| 35 |
would in the event of a winding up of the subsidiary, |
| |
or in any other circumstances, be beneficially entitled |
| |
to receive at least 75% of the assets of the subsidiary |
| |
which would then be available for distribution for the |
| |
equity holders of the subsidiary, |
| 40 |
(ab) | the relevant company, or another of its subsidiaries, is |
| |
beneficially entitled to at least 75% of any profits of |
| |
the subsidiary which are available for distribution for |
| |
the equity holders of the subsidiary,”, |
| |
|
| |
|