What happens when a company demerger?

What happens when a company demerger?

Usually, when a company demerges its business, it announces a distribution of shares from the new company for its existing investors. This also leads to a fall in the price of the company’s own stock. After all, the company just gave up part of its business.

Can a Degrouping charge be rolled over?

Applying roll-over relief to an actual degrouping charge is a separate matter. FA 2002 introduced TCAG92/S179B which allowed a gain accruing as a result of a degrouping charge to be rolled over under the provisions of TCGA92/S152 and TCGA92/S153.

Where does a Degrouping charge arise?

Where a degrouping charge arises as a result of the disposal of shares by a company (for example, the sale of a subsidiary), any resulting degrouping charge will be treated as additional consideration for the share sale. This means that the degrouping element of the gain stays with the vendor.

How does substantial shareholding exemption work?

The substantial shareholding exemption (SSE) applies to companies and exempts certain gains that would otherwise be subject to UK corporation tax following a disposal of shares. Where the SSE applies, it is automatic and does not depend on the company making an election. …

Why do companies go for demerger?

A de-merger is when a company splits off one or more divisions to operate independently or be sold off. A de-merger may take place for several reasons, including focusing on a company’s core operations and spinning off less relevant business units, to raise capital, or to discourage a hostile takeover.

How does a demerger affect share price?

The stock price of a company immediately drops after a demerger. This is because assets which once belonged to the parent company are removed from the parent company’s books, which lowers its book value.

How do I claim stamp duty from group relief?

To claim a relief from paying Stamp Duty, you should:

  1. Email [email protected], explaining why you want to claim it.
  2. Tell us the type of relief in the email subject – failure to do this may result in delays to your claim being processed.

What qualifies for SSE?


  • hold an interest of at least 10% of the target’s ordinary share capital;
  • be beneficially entitled to at least 10% of the profits available for distribution to ordinary shareholders as well as certain loan note holders; and.

How do you qualify for SSE?

Shareholdings by other group companies can be aggregated, so that a company selling, say, a 5% shareholding of another company will qualify for the SSE if other companies in the same group as the seller own at least another 5%.

What does demerger mean in business?

A demerger is a form of restructure in which investors in the head entity (for example, shareholders or unitholders) gain direct ownership in an entity that they formerly owned indirectly (the ‘demerged entity’). Underlying ownership of the companies and/or trusts that formed part of the group does not change.

What is a degrouping charge?

Degrouping charge. A degrouping charge arises where a company leaves a chargeable gains group owning a chargeable asset which it acquired within the previous six years from another company in the group, usually triggering any loss or gain that was deferred on an intra-group transfer ( section 179, Taxation of Chargeable Gains Act 1992) (TCGA).

What is the degrouping charge for takeovers?

The degrouping charge includes a special rule for company takeovers -if at any time the principal company of a group becomes a member of another group, the first group and the other group are regarded as the same. This special rule ensures that there is no immediate degrouping charge if company A leaves a group in these circumstances.

Can assets be transferred between group companies during demerger?

Assets can be transferred between group companies in preparation for the demerger. This needs to be done with care to ensure that a corporation tax charge does not arise. Where land and buildings are transferred, there could also be an SDLT charge depending on how the transfers take place.

What is a degrouping charge under the TCGA?

A degrouping charge should only arise in practice where the transfer of the asset was at a value other than market value, in particular as a result of the no gain/no loss rules: TCGA92/S171 (1), TCGA92/S139 and TCGA92/S140A. A charge is triggered where the asset is owned by an “associated company” of company A when that company leaves the group.

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