|
| |
|
| |
240 | Information to be provided by the investor |
| |
(1) | This section applies if the investor has obtained EIS relief in respect of the |
| |
relevant shares, and an event occurs as a result of which— |
| |
(a) | the investor is not a qualifying investor in relation to the shares, |
| 5 |
(b) | the EIS relief falls to be withdrawn or reduced by virtue of section 164 |
| |
(no linked loans requirement), |
| |
(c) | the EIS relief falls to be withdrawn or reduced under— |
| |
(i) | section 209 (disposal of shares), |
| |
(ii) | section 211 (call options), or |
| 10 |
(iii) | section 212 (put options), or |
| |
(d) | the EIS relief falls to be withdrawn or reduced under section 213 |
| |
(receipt of value by the investor), or would fall to be so withdrawn or |
| |
reduced but for section 222 (receipt of replacement value). |
| |
(2) | The investor must within 60 days of coming to know of the event give a notice |
| 15 |
to an officer of Revenue and Customs containing particulars of the event. |
| |
| |
(a) | is required under this section to give notice of a receipt of value which |
| |
is within section 213, or would be within that section but for section 222, |
| |
| 20 |
(b) | has knowledge of any replacement value received (or expected to be |
| |
received) because of a qualifying receipt, |
| |
| the notice must include particulars of that receipt of replacement value (or |
| |
| |
(4) | In subsection (3) “qualifying receipt” and “replacement value” are to be read in |
| 25 |
accordance with section 222. |
| |
241 | Information to be provided by the issuing company etc |
| |
(1) | This section applies if the issuing company has provided an officer of Revenue |
| |
and Customs with a compliance statement in respect of an issue of shares and |
| |
an event occurs as a result of which— |
| 30 |
(a) | the requirement of section 175 (the use of money raised) is not met in |
| |
respect of any of the shares included in the issue, or would not be met |
| |
if EIS relief had been obtained in respect of the shares in question, |
| |
(b) | any provision of Chapter 4 has effect to prevent the issuing company |
| |
being a qualifying company in relation to any of the shares included in |
| 35 |
the issue, or would have such an effect if EIS relief had been obtained |
| |
in respect of the shares in question, or |
| |
(c) | any provision of Chapter 6 which is listed in subsection (2) has effect to |
| |
cause any EIS relief attributable to any of the shares included in the |
| |
issue to be withdrawn or reduced, or— |
| 40 |
(i) | would have such an effect if EIS relief had been obtained in |
| |
respect of the shares in question, or |
| |
(ii) | in the case of section 213, would have such an effect but for |
| |
section 222 (receipt of replacement value). |
| |
| 45 |
|
| |
|
| |
|
(a) | section 213 (value received by the investor), |
| |
(b) | section 224 (repayments etc of share capital to other persons), |
| |
(c) | section 232 (acquisition of a trade or trading assets), and |
| |
(d) | section 233 (acquisition of share capital). |
| |
(3) | If this section applies— |
| 5 |
(a) | the issuing company, and |
| |
(b) | any person connected with the issuing company who has knowledge of |
| |
the matters mentioned in subsection (1), |
| |
| must give a notice to an officer of Revenue and Customs containing particulars |
| |
| 10 |
(4) | Any notice required to be given by the issuing company under subsection |
| |
| |
(a) | within 60 days of the event, or |
| |
(b) | if the event is a receipt of value within section 216(2) from a person |
| |
connected with the company (see section 221), within 60 days of the |
| 15 |
company coming to know of the event. |
| |
(5) | Any notice required to be given by a person under subsection (3)(b) must be |
| |
given within 60 days of the person coming to know of the event. |
| |
| |
(a) | is required under this section to give notice of a receipt of value which |
| 20 |
is within section 213, or would be within that section but for section 222, |
| |
| |
(b) | has knowledge of any replacement value received (or expected to be |
| |
received) because of a qualifying receipt, |
| |
| the notice must include particulars of that receipt of replacement value (or |
| 25 |
| |
(7) | In subsection (6) “qualifying receipt” and “replacement value” are to be read in |
| |
accordance with section 222. |
| |
242 | Power to require information where section 240 or 241 applies or could have |
| |
| 30 |
(1) | This section applies if an officer of Revenue and Customs has reason to believe |
| |
| |
(a) | has not given a notice which the person is required to give under |
| |
section 240 or 241 in respect of any event, |
| |
(b) | has given or received value within the meaning of section 216(2) or (6) |
| 35 |
which, but for the fact that the amount given or received was an |
| |
amount of insignificant value, would have triggered a requirement to |
| |
| |
(c) | has made or received any repayment within the meaning given by |
| |
section 224(7) which, but for the fact that it falls to be ignored for the |
| 40 |
purposes of section 224 by virtue of section 225(1), would have |
| |
triggered a requirement to give a notice under section 241. |
| |
(2) | The officer may by notice require the person concerned to supply the officer, |
| |
within such time as the officer may specify in the notice, with such information |
| |
relating to the event as the officer may reasonably require for the purposes of |
| 45 |
| |
|
| |
|
| |
|
(3) | The period specified in a notice under subsection (2) must be at least 60 days. |
| |
(4) | In subsection (1)(b) the reference to an amount of insignificant value is |
| |
construed in accordance with section 215(2). |
| |
243 | Power to require information in other cases |
| |
(1) | Subsection (2) applies if EIS relief is claimed in respect of shares in a company, |
| 5 |
and an officer of Revenue and Customs has reason to believe that it may not be |
| |
due because of any such arrangement or scheme as is mentioned in— |
| |
(a) | section 165 or 182(2) or (4) (no tax avoidance), |
| |
(b) | section 171 (persons subscribing for shares under certain |
| |
| 10 |
(c) | section 176(4) or (5), 183(6) or 191(3), (4) or (5) (winding up, |
| |
| |
(d) | section 177(1) (no pre-arranged exits), or |
| |
(e) | section 185(1) or (2), 190(1) or 191(2) (conditions ceasing to be met). |
| |
| The reference in paragraph (c) to subsections (3), (4) and (5) of section 191 is to |
| 15 |
be read as including those subsections as applied by section 190(2). |
| |
(2) | The officer may by notice require any person concerned to supply the officer |
| |
within such time as may be specified in the notice with— |
| |
(a) | a declaration in writing stating whether or not, according to the |
| |
information which that person has or can reasonably obtain, any such |
| 20 |
arrangement or scheme exists or has existed, and |
| |
(b) | such other information as the officer may reasonably require for the |
| |
purposes of the provision in question and as that person has or can |
| |
| |
(3) | The period specified in a notice under subsection (2) must be at least 60 days. |
| 25 |
(4) | For the purposes of subsection (2), in a case falling within a provision listed in |
| |
column 1 of the following table, the person concerned is given by the |
| |
corresponding entry in column 2 of the table. |
| |
| | | | | | | The claimant, the company and any person |
| | 30 | | | | | | | | | | | | | The claimant, the company, any other |
| | | | | company in question and any person |
| | | | | controlling the company or any other |
| | 35 | | | | | | | | The claimant, the company and any person |
| | | | | connected with the company |
| | | | | The company and any person controlling |
| | | | | | | 40 |
|
|
| |
|
| |
|
| References in this subsection to the claimant include references to any person |
| |
to whom the claimant appears to have made such a transfer as is mentioned in |
| |
section 245 (spouses or civil partners) of any of the shares in question. |
| |
(5) | If EIS relief has been obtained in respect of shares in a company— |
| |
(a) | any person who receives from the company any payment or asset |
| 5 |
which may constitute value received (by the person or another) for the |
| |
purposes of section 213, and |
| |
(b) | any person on whose behalf such a payment or asset is received, |
| |
| must, if so required by an officer of Revenue and Customs, state whether the |
| |
payment or asset so received is received on behalf of any other person and, if |
| 10 |
so, the name and address of that other person. |
| |
(6) | If EIS relief has been claimed in respect of shares in a company— |
| |
(a) | any person who holds or has held shares in the company, and |
| |
(b) | any person on whose behalf any such shares are or were held, |
| |
| must, if so required by an officer of Revenue and Customs, state whether the |
| 15 |
shares so held are or were held on behalf of any other person and, if so, the |
| |
name and address of that other person. |
| |
244 | Obligations of secrecy |
| |
No obligation of secrecy imposed by statute or otherwise prevents an officer of |
| |
Revenue and Customs from disclosing to a company that EIS relief has been |
| 20 |
obtained or claimed in respect of a particular number or proportion of its |
| |
| |
| |
Supplementary and general |
| |
| 25 |
245 | Transfers between spouses or civil partners |
| |
(1) | This section applies if— |
| |
(a) | shares to which an amount of EIS relief is attributable were issued to an |
| |
| |
(b) | A transferred the shares to another individual (“B”) during their lives, |
| 30 |
(c) | A was married to, or was the civil partner of, B at the time of the |
| |
| |
(d) | section 209 (disposal of shares) does not apply to the transfer. |
| |
(2) | This Part has effect, in relation to any subsequent disposal or other event, as |
| |
| 35 |
(a) | B were the individual who had subscribed for the shares, |
| |
(b) | the amount that B had subscribed for the shares were the amount that |
| |
A had subscribed for them, |
| |
(c) | B’s liability to income tax had been reduced in respect of the shares for |
| |
the same tax year as that for which A’s was so reduced, |
| 40 |
|
| |
|
| |
|
(d) | the amount by which B’s liability to income tax had been reduced in |
| |
respect of the shares were the same as that by which A’s liability to |
| |
income tax had been so reduced, and |
| |
(e) | that amount of EIS relief had continued to be attributable to the shares |
| |
| 5 |
(3) | If the amount of EIS relief attributable to the shares had been reduced before |
| |
the relief was obtained by A— |
| |
(a) | this Part has effect, in relation to any subsequent disposal or other |
| |
event, as if the amount of EIS relief attributable to the shares transferred |
| |
to B had been correspondingly reduced before the relief was obtained |
| 10 |
| |
(b) | sections 210(3), 220(2) and 229(3) apply in relation to B as they would |
| |
have applied in relation to A. |
| |
(4) | If, because of any such disposal or other event, an assessment for reducing or |
| |
withdrawing EIS relief is to be made, the assessment is to be made on B. |
| 15 |
246 | Identification of shares on a disposal |
| |
(1) | The rules in subsections (2) and (3) are for determining which shares of any |
| |
class are treated as disposed of for the purposes of— |
| |
(a) | section 209 (disposal of shares), or |
| |
(b) | section 245 (spouses or civil partners), |
| 20 |
| if the investor disposes of some but not all of the shares of that class which the |
| |
investor holds in a company. |
| |
(2) | Shares acquired on an earlier day are treated as disposed of before shares |
| |
| |
(3) | Shares acquired on the same day are treated as disposed of in the following |
| 25 |
| |
(a) | first any to which neither EIS relief nor deferral relief is attributable, |
| |
(b) | next any to which deferral relief, but not EIS relief, is attributable, |
| |
(c) | next any to which EIS relief, but not deferral relief, is attributable, and |
| |
(d) | finally any to which both EIS relief and deferral relief are attributable. |
| 30 |
(4) | Any shares within paragraph (c) or (d) of subsection (3) which are treated by |
| |
section 201(6) as issued on an earlier day are treated as disposed of before any |
| |
other shares falling within that paragraph of subsection (3). |
| |
| |
(a) | any shares to which EIS relief is attributable and which were |
| 35 |
transferred to an individual as mentioned in section 245, and |
| |
(b) | any shares to which deferral relief, but not EIS relief, is attributable and |
| |
which were acquired by an individual on a disposal to which section 58 |
| |
| |
| are treated for the purposes of subsections (2) and (3) as acquired by the |
| 40 |
individual on the day on which they were issued. |
| |
(6) | In a case to which section 127 of TCGA 1992 applies (including the case where |
| |
that section applies by virtue of an enactment relating to chargeable gains), |
| |
shares included in the new holding are treated for the purposes of subsections |
| |
(2) and (3) as acquired when the original shares were acquired. |
| 45 |
|
| |
|
| |
|
| |
“deferral relief” has the same meaning as in Schedule 5B to TCGA 1992, |
| |
“new holding” and “original shares” have the same meaning as in section |
| |
127 of TCGA 1992 (or, as the case may be, that section as applied by the |
| |
| 5 |
Acquisition of issuing company |
| |
247 | Continuity of EIS relief where issuing company is acquired by new company |
| |
(1) | This section applies if— |
| |
(a) | a company (“the new company”) in which the only issued shares are |
| |
subscriber shares acquires all the shares (“old shares) in another |
| 10 |
company (“the old company”), |
| |
(b) | the consideration for the old shares consists wholly of the issue of |
| |
shares (“new shares”) in the new company, |
| |
(c) | the consideration for the new shares of each description consists wholly |
| |
of old shares of the corresponding description, |
| 15 |
(d) | new shares of each description are issued to the holders of old shares of |
| |
the corresponding description in respect of and in proportion to their |
| |
| |
(e) | at some time before the issue of the new shares— |
| |
(i) | the old company issued shares which meet the requirements of |
| 20 |
| |
(ii) | a compliance certificate in respect of those shares was issued by |
| |
that company for the purposes of subsection (1) of section 203 |
| |
and in accordance with section 204, and |
| |
(f) | before the issue of the new shares the Commissioners for Her Majesty’s |
| 25 |
Revenue and Customs have, on the application of the new company or |
| |
the old company, notified that company that they are satisfied that the |
| |
| |
(i) | will be effected for genuine commercial reasons, and |
| |
(ii) | will not form part of any such scheme or arrangements as are |
| 30 |
mentioned in section 137(1) of TCGA 1992 (schemes with |
| |
| |
| In this subsection references to shares, except in the expressions “subscriber |
| |
shares” and “shares which meet the requirements of section 173(2)”, include |
| |
| 35 |
(2) | Subsection (2) of section 138 of TCGA 1992 (procedure for advance clearance) |
| |
applies for the purposes of subsection (1)(f) as it applies for the purposes of |
| |
subsection (1) of that section. |
| |
(3) | For the purposes of this Part— |
| |
(a) | the exchange of shares is not regarded as involving any disposal of the |
| 40 |
old shares or any acquisition of the new shares, and |
| |
(b) | any EIS relief which is attributable to any old shares is attributable |
| |
instead to the new shares for which they are exchanged. |
| |
(4) | Nothing in section 185 (the control and independence requirement) applies in |
| |
relation to such an exchange of shares, or shares and securities, as is mentioned |
| 45 |
in subsection (1), or arrangements with a view to such an exchange. |
| |
|
| |
|
| |
|
(5) | For the purposes of this section old shares and new shares are of a |
| |
corresponding description if, on the assumption that they were shares in the |
| |
same company, they would be of the same class and carry the same rights. |
| |
(6) | References in sections 248 and 249 to “old shares”, “new shares”, “the old |
| |
company” and “the new company” are to be read in accordance with this |
| 5 |
| |
248 | Carry over of obligations etc where EIS relief attributed to new shares |
| |
(1) | This section applies if, under section 247, any EIS relief which is attributable to |
| |
any old shares becomes attributable instead to any new shares. |
| |
(2) | This Part has effect as if anything which, under— |
| 10 |
(a) | section 203(1) (entitlement to claim), |
| |
(b) | section 234(3) (relief subsequently found not to be due), or |
| |
(c) | sections 241 to 244 (information to be provided), |
| |
| has been done, or is required to be done, by or in relation to the old company |
| |
had been done, or were required to be done, by or in relation to the new |
| 15 |
| |
(3) | Any appeal brought by the old company against a notice under section |
| |
234(3)(b) may be prosecuted by the new company as if it had been brought by |
| |
| |
249 | Substitution of new shares for old shares |
| 20 |
(1) | Subsection (2) applies if, in the case of any new shares held by an individual to |
| |
which EIS relief becomes attributable under section 247, the old shares for |
| |
which they were exchanged were subscribed for by and issued to the |
| |
| |
(2) | This Part has effect as if— |
| 25 |
(a) | the new shares had been subscribed for by the individual at the time |
| |
when, and for the amount for which, the old shares were subscribed for |
| |
| |
(b) | the new shares had been issued to the individual by the new company |
| |
at the time when the old shares were issued to the individual by the old |
| 30 |
| |
(c) | the claim for EIS relief made in respect of the old shares had been made |
| |
in respect of the new shares, and |
| |
(d) | the individual’s liability to income tax had been reduced in respect of |
| |
the new shares for the same tax year as that for which the individual’s |
| 35 |
liability was so reduced in respect of the old shares. |
| |
(3) | Subsection (4) applies if, in the case of any new shares held by an individual to |
| |
which EIS relief becomes so attributable under section 247, the old shares for |
| |
which they were exchanged were transferred to the individual as mentioned in |
| |
| 40 |
(4) | This Part has effect in relation to any subsequent disposal or other event as if— |
| |
(a) | the new shares had been subscribed for by the individual at the time |
| |
when, and for the amount for which, the old shares were subscribed |
| |
| |
|
| |
|