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The second of a two-part article focuses on shares, reliefs, and the way in which gains made by limited companies are taxed
This two-part article is relevant to candidates sitting Paper F6 (UK) in either the June or December 2013 sittings, and is based on tax legislation as it applies to the tax year 201213 (Finance Act 2012). Read part 1 here
Question 3 of Paper F6 (UK) focuses on chargeable gains in either a personal or a corporate context, and is worth 15 marks. A small element of chargeable gains may also be included in any of the other questions.
PERSONAL CHARGEABLE GAINS (CONTINUED)
Shares The disposal of shares can create a particular problem. This is because the shares disposed of might have been purchased at different times, and it is then difficult to identify exactly which shares have been sold. Disposals of shares are matched with purchases in the following order:
Shares purchased on the same day as the disposal.
Shares purchased within the following 30 days.
Shares in share pool.
The share pool aggregates all purchases made up to the day of the disposal.
Example 1 Ivy has had the following transactions in the shares of Jing plc:
1 June 2005 Purchased 4,000 shares for 6,200. 30 April 2010 Purchased 2,000 shares for 8,800 15 July 2012 Purchased 500 shares for 2,500 15 July 2012 Sold 4,500 shares for 27,000
Ivyˇs chargeable gain for 201213 is as follows:
Purchase 15 July 2012
Disposal proceeds (27,000 x 500/4,500)
3,000
Cost 2,500
_____
500
Share pool
Disposal proceeds (27,000 x 4,000/4,500) 24,000
Cost
(10,000)
_______
14,000 ______
14,500 ______
Share pool Number
Cost Purchase 1 June 2005 4,000 6,200
Purchase 30 April 2010
2,000
8,800 _______ _______
6,000
15,000 Disposal 15 July 2012 (15,000 x 4,000/6,000) (4,000) (10,000)
_______
_______
Number
Cost
Balance carried forward
2,000
5,000 _______ _______
The disposal is first matched with the same day purchase and then against the share pool.
The reason that disposals are matched with shares purchased within the following 30 days is to prevent a practice known as bed and breakfasting. A person might sell shares at the close of business one day and then buy them back at the opening of business the next day. Previously, a chargeable gain or a capital loss could thus be established without a genuine disposal being made. The 30-day matching rule makes bed and breakfasting much more difficult, since the subsequent purchase cannot take place within 30 days.
Example 2 Keith purchased 1,000 shares in Long plc on 5 July 2012 for 10,000. The shares have fallen in value, so he would like to establish a capital loss. Therefore the shares were sold on 2 December 2012 for 2,000, and purchased back on 10 December 2012 for 1,900.
Keithˇs transactions are caught by the 30-day matching rule. The disposal on 2 December 2012 will be matched with the purchase on 10 December 2012, and so for 201213 he will have a chargeable gain of 100 (2,000 1,900).
With individuals it might be necessary to establish a market value figure where the shares are disposed of by way of a gift rather than being sold.
Example 3 Maude made a gift of her entire shareholding of 10,000 1 ordinary shares in Night plc to her daughter. On the date of the gift the shares were quoted at 5.10 5.18, with recorded bargains of 5.00, 5.15 and 5.22.
The shares in Night plc are valued at the lower of the quarter up price (5.10 + .(5.18 5.10) = 5.12) and the average of the days highest and lowest bargains ((5.00 + 5.22)/2 = 5.11).
The deemed proceeds figure is therefore 51,100 (10,000 x 5.11).
With a bonus issue there is no additional cost involved. The only thing that changes is the number of shares held.
Example 4 On 22 January 2013 Oliver sold 30,000 1 ordinary shares in Pink plc for 140,000. Oliver had purchased 40,000 shares in Pink plc on 9 February 2011 for 96,000. On 3 April 2012 Pink plc made a 1 for 2 bonus issue.
Oliverˇs chargeable gain for 201213 is as follows:
Disposal proceeds 140,000
Cost
(48,000) _______
92,000 _______
Oliver was issued with 20,000 (40,000 x 1/2) new ordinary shares as a result of the bonus issue.
The cost of the shares sold is therefore 48,000 (96,000 x 30,000/(40,000 + 20,000)).
With a rights issue the new shares are paid for, and so the cost figure will have to be adjusted.
Example 5 On 22 January 2013 Quinn sold 30,000 1 ordinary shares in Red plc for 140,000. Quinn had purchased 40,000 shares in Red plc on 9 February 2010 for 100,000. On 3 May 2012 Red plc made a 1 for 2 rights issue. Quinn took up her allocation under the rights issue in full, paying 3.00 for each new share issued.
Quinnˇs chargeable gain for 201213 is as follows:
Disposal proceeds 140,000
Cost
(80,000) _______
60,000 _______
Quinn was issued with 20,000 (40,000 x 1/2) new ordinary shares under the rights issue at a cost of 60,000 (20,000 x 3.00).
The cost of the shares sold is therefore 80,000 (100,000 + 60,000 = 160,000 x 30,000/(40,000 + 20,000)).
A paper for paper takeover or reorganisation is not a chargeable disposal. The new shares simply take the place of the original shares, and are deemed to have been purchased at the same time and for the same cost. Where more than one class of new share is acquired as a result of the takeover/reorganisation, the original cost is apportioned according to the market values of the new shares immediately after the takeover/reorganisation.
Example 6 On 28 March 2013 Rita sold her entire holding of 1 ordinary shares in Sine plc for 55,000. Rita had originally purchased 10,000 shares in Sine plc on 5 May 2010 for 14,000. On 7 August 2011 Sine plc had a reorganisation whereby each 1 ordinary share was exchanged for two new 1 ordinary shares and one 1 preference share. Immediately after the reorganisation each 1 ordinary share in Sine plc was quoted at 2.50 and each 1 preference share was quoted at 1.25.
Ritaˇs chargeable gain for 201213 is as follows:
Disposal proceeds 55,000
Cost
(11,200) _______
43,800 _______
On the reorganisation Rita received new ordinary shares valued at 50,000 (2 x 10,000 x 2.50) and preference shares valued at 12,500 (10,000 x 1.25).
The cost attributable to the ordinary shares is 11,200 (14,000 x 50,000/(50,000 + 12,500).
Where cash is received on a takeover then the normal disposal rules will apply.
Example 7 Cherry purchased 12,000 1 ordinary shares in Alphabet Ltd on 27 July 2005 for 23,900. On 15 July 2012 Alphabet Ltd was taken over by ABC plc, and Cherry received 6 for each of her shares in that company.
Cherryˇs chargeable gain for 201213 is as follows:
Disposal proceeds (12,000 x 6) 72,000
Cost
(23,900) _______
48,100 _______
Where a takeover is partly for shares and partly for cash then the part disposal rules will apply.
Example 8 Richard purchased 10,000 1 ordinary shares in Split plc on 21 July 2009 for 23,100. On 28 August 2012 Split plc was taken over by Combined plc. For each of his 1 ordinary shares in Split plc, Richard received two 1 ordinary shares in Combined plc plus 2.50 in cash. Immediately after the takeover Combined plcˇs 1 ordinary shares were quoted at 4.00.
Richardˇs chargeable gain for 201213 is as follows:
Disposal proceeds (10,000 x 2.50) 25,000
Cost
(5,500) _______
19,500 _______
On the takeover Richard received new ordinary shares valued at 80,000 (2 x 10,000 x 4.00) and cash of 25,000.
The cost attributable to the cash element is 5,500 (23,100 x 25,000/(25,000 + 80,000).
Rollover relief Rollover relief allows a chargeable gain to be deferred (rolled over) where the
disposal proceeds of the old asset are reinvested in a new asset. The deferral is achieved by deducting the chargeable gain from the cost of the new asset.
To qualify for rollover relief both the old asset and the new asset must be qualifying assets. The most relevant types of qualifying asset as far as Paper F6 (UK) is concerned are:
Land and buildings
Fixed plant and machinery
Goodwill
It is not necessary for the old asset and the new asset to be in the same category.
Example 9 What are the conditions that must be met in order that rollover relief can be claimed?
The reinvestment must take place between one year before and three years after the date of disposal.
The old and new assets must both be qualifying assets and be used for business purposes.
The new asset must be brought into business use at the time that it is acquired.
Where the disposal proceeds of the old asset are not fully reinvested in the new asset, the amount not reinvested reduces the amount of chargeable gain that can be rolled over. Therefore if the amount not reinvested is greater than the chargeable gain no rollover relief is available.
Where the new asset is a depreciating asset, then the gain does not reduce the cost of the new asset but is instead held over. A depreciating asset is an asset with a predictable life of less than 60 years. The only types of depreciating asset that you need to be aware of are fixed plant and machinery and short leaseholds.
Example 10 Violet sold a factory on 15 August 2012 for 320,000, and this resulted in a chargeable gain of 85,000. She is considering the following alternative ways of reinvesting the proceeds from the sale of her factory:
A freehold warehouse can be purchased for 340,000.
A freehold office building can be purchased for 275,000.
A leasehold factory on a 40-year lease can be acquired for a premium of 350,000.
A freehold factory can be purchased for 230,000.
The reinvestment will take place during November 2012.
Freehold warehouse
The sale proceeds are fully reinvested, and so the whole of the chargeable gain can be rolled over.
The base cost of the warehouse will be 255,000 (340,000 85,000).
Freehold office building
The sale proceeds are not fully reinvested, and so 45,000 (320,000 275,000) of the chargeable gain cannot be rolled over.
The base cost of the office building will be 235,000 (275,000 (85,000 45,000)).
Leasehold factory
The sale proceeds are fully reinvested, and so the whole of the chargeable gain can be held over.
The factory is a depreciating asset, and so the base cost of the factory is not adjusted.
The chargeable gain is held over until the earlier of November 2022 (10 years from the date of acquisition), the date that the factory is sold, or the date that it ceases to be used in the business.
Freehold factory
No rollover relief is available as the amount not reinvested of 90,000 (320,000 230,000) exceeds the chargeable gain.
The base cost of the factory will remain at 230,000.
When the asset disposed of was not used entirely for business purposes then the proportion of the chargeable gain relating to the non-business use does not qualify for rollover relief.
Example 11 Willow sold a freehold factory on 8 November 2012 for 146,000, and this resulted in a chargeable gain of 74,000. The factory was purchased on 15 January 2010. 75% of the factory had been used for business purposes by Willow as a sole trader, but the other 25% was never used for business purposes. Willow purchased a new freehold factory on 10 November 2012 for 156,000.
Willowˇs chargeable gain for 201213 is as follows:
Gain 74,000
Rollover relief (74,000 18,500)
(55,500) _______
18,500 _______
The proportion of the chargeable gain relating to non-business use is 18,500 (74,000 x 25%), and this amount does not qualify for rollover relief.
The sale proceeds are fully reinvested, and so the balance of the gain can be rolled over.
The base cost of the new factory is 100,500 (156,000 55,500).
Holdover relief Holdover relief allows a chargeable gain to be deferred (held over) when a gift is made of a qualifying business asset. The deferral is achieved by deducting the chargeable gain of the donor who has made the gift from the base cost of the donee who has received the gift.
Holdover relief is also available when a sale is made at less than market value. In this case there will be an immediate charge to capital gains tax (CGT) where the sale proceeds exceed the original cost of the asset.
For Paper F6 (UK) the most relevant types of qualifying business asset are as follows:
Assets used for trade purposes by a sole trader.
Shares in a personal company (where the individual has at least a 5% shareholding).
Shares in unquoted trading companies.
Remember that the market value of an asset is used rather than the actual proceeds when a gift is made between family members since they will be connected persons.
Example 12 On 15 August 2012 Xia sold 10,000 1 ordinary shares in Yukon Ltd, an unquoted trading company, to her daughter for 75,000. The market value of the shares on that date was 110,000. The shareholding was purchased on 10 July 2011 for 38,000. Xia and her daughter have elected to hold over the gain as a gift of a business asset.
Xiaˇs chargeable gain for 210213 is as follows:
Deemed proceeds 110,000
Cost
38,000 _______
72,000 Holdover relief (72,000 37,000) 35,000
_______
37,000
_______
Xia and her daughter are connected persons, and therefore the market value of the shares sold is used.
The consideration paid for the shares exceeds the allowable cost by 37,000 (75,000 38,000). This amount is immediately chargeable to CGT.
The daughterˇs base cost will be 75,000 (110,000 35,000).
If a gift is going to result in an immediate chargeable gain, it might be possible to restrict the gain to the amount of the annual exempt amount or any available capital losses.
Example 13 Bertie has a holding of 5,000 1 ordinary shares in Gift Ltd, an unquoted trading company, which he had originally purchased for 2.35 per share. The current market value of the shares is 7.50, but Bertie is going to sell some of the holding to his son at 5.00 per share during 2012-13. Bertie and his son will elect to hold over any gain as a gift of a business asset.
The consideration paid for each share will exceed the allowable cost by 2.65 (5.00 2.35), and this amount will be immediately chargeable to CGT.
The annual exempt amount for 201213 is 10,600, so Bertie can sell 4,000 shares (10,600/2.65) to his son without this resulting in any CGT liability.
Where entrepreneursˇ relief is available, it may not be beneficial to claim holdover relief.
Example 14 On 10 April 2012 Pia made a gift of her entire holding of 60,000 1 ordinary shares (a 60% shareholding) in Zuper Ltd, an unquoted trading company, to her daughter, Rita. Pia had purchased the shares on 1 June 2002 for 60,000, and was an employee of the company from that date until 10 April 2012. The market value of the shares on 10 April 2012 was 260,000.
Rita sold the 60,000 1 ordinary shares in Zuper Ltd on 28 March 2013 for 270,000. She has never been an employee or a director of the company.
Both Pia and Rita are higher rate taxpayers, and neither of them made any other chargeable gains during the tax year 201213.
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