°Ç¸ç³Ô¹Ï

deals with cases of part disposals of assets when would deem the part disposed of not to be a pre-change asset. This provision ensures that the remaining part of the interest in the original asset that was a pre-change asset, is still a pre-change asset.

deal with cases where a company that had a qualifying change of ownership creates a new asset derived directly or indirectly from a pre-change asset, for example a new licence to exploit intellectual property where the intellectual property was a pre-change asset. It is necessary that the value of the new asset derives substantially from the value of the old asset. This provision ensures that such new assets are also regarded as pre-change assets, notwithstanding that the new asset did not exist at the time of the qualifying change of ownership. gives examples of when the value of the new asset is derived from another asset for the purposes of , but the operation of is not limited to these examples.

Where the pre-change asset was a holding of shares or securities and there has been a scheme of re-organisation, reconstruction or conversion affecting the holding that is within (see CG51700P), ensures the new asset is also regarded as a pre-change asset.

provides a similar rule in relation to new holdings acquired under a scheme of reorganisation or reduction in share capital of a company within where the original shares were pre-change assets. The new holding will be a pre-change asset.

deal with other cases where a pre-change asset has been disposed of, other than to another member of the same group of companies under , in circumstances where the disposal does not result in the immediate recognition of a gain or loss for tax purposes. There are various deferral or roll over provisions providing a relief for particular transactions that are identified in . In each case the intention is that a gain or loss that would otherwise have arisen on the disposal of an asset that was a pre-change asset is tracked through to a subsequent event where that gain or loss is wholly or partly recognised, so that the gain on the replacement asset is treated in the same way as a gain on a pre-change asset.

provides the basic premise, where there is a ‘relevant deferral provision’ (see below) the application of which means that a gain or loss is not recognised on the occasion of a disposal of a pre-change asset, but will be recognised on some subsequent occasion either in the company itself, or in another company.

requires that part of a gain or loss which arises on the subsequent occasion is to be treated as a gain or loss on the disposal of a pre-change asset, to the extent that any previous gain or loss on a disposal of a pre-change asset has been deferred.

The ‘relevant deferral provisions’ to which apply are

• a demerger of part or all of a company’s business to another company in return for an issue of shares to the shareholder ()
• the transfer of a trade carried on outside the UK by a UK company to a non-UK company in exchange for shares ()
• transfers of a trade conducted in the UK to another company resident in a different EU member state under the EU merger directive ()
• transfers of assets to a Societas Europea ()
• the rollover of a gain under the provisions of , and
• the postponement of a charge on a deemed disposal on the migration of a company ().