CPD Hours Level
Conference expert panelInformation 6 UpdateInformation
SRA Competency B


From an inside view on how the HMRC handles clearances related to anti-avoidance provisions that could be triggered during corporate reconstruction through to how to plan the most tax and commercially efficient corporate reorganisations and demerger structures, this very practical conference chaired by Pete Miller, examines a wide range of both topical and important issues.

The speakers are all highly experienced tax experts and regular presenters.

Conference Agenda

This conference will cover the following topics:

9.30am - 10.15am: Corporate Reconstructions & HMRC

Martin Roberts, HMRC

HMRC's Clearance and Counteraction team are responsible for operating a range of clearances relating to anti-avoidance provisions that could be triggered during corporate reconstructions. Where HMRC officers are satisfied that the relevant conditions are met they can give confirmation that these provisions will not apply.

This session will cover:

  • The clearances the team deal with and how they are handled
  • What the clearances cover, and their limitations
  • Where to find guidance
  • How to make a good application: what to include in an application, and what to leave out
  • Options where clearance is not given

10.15am - 11.00am: Using the Corporate and Shareholder Reconstructions Reliefs (and Interaction with Degrouping Charges)

Peter Rayney

Planning the most tax and commercially efficient corporate reorganisations and demerger structure relies on a thorough understanding of the various reorganisation reliefs. This session will cover:

  • The mechanics of s139, TCGA 1992
  • The interaction with degrouping gains
  • Shareholder tax and use of s136, TCGA 1992

11.15am - 12.00pm: Change of Ownership: Impact on Loss Relief

Sarah Squires Old Square Tax Chambers

As part of the recent reforms to CT loss relief, the government has made some significant amendments to the provisions in Part 14 Corporation Tax Act 2010 with what happens where a company's ownership changes - both in terms of extending the existing rules and creating 5 new chapters of anti-avoidance legislation. This session looks at this new 'change of ownership' landscape and what it means for groups contemplating a new ownership structure.

  • What is a change of ownership?
  • Why the rules have changed
  • How have the existing provisions changed?
  • The new change of ownership landscape - same company relief
  • Impact on carry forward group relief
  • What to watch out for: what triggers the new provisions

12.00pm - 12.45pm: Share Exchanges

Pete Miller, The Miller Partnership

Share exchanges are very adaptable transactions that can be used for a variety of purposes. Like other transactions, they are usually treated as reorganisations, but there are some hoops to jump through to get there.

This session will cover:

  • What is a share exchange?
  • What is the tax treatment of a share exchange?
  • What conditions must be satisfied for that tax treatment to apply?
  • What sorts of transactions are my clients likely to want to carry out, and why?

12.45pm - 1.00pm: Questions on Morning Session

2.00pm - 2.50pm: Anatomy of Capital Reduction Demerger

Peter Rayney

Many demergers can be implemented using the user-friendly capital reduction procedures under the Companies Act 2006. This session will take delegates through an actual capital reduction demerger highlighting the various legal and tax points.

In particular, this session will cover:

  • The use of preparatory share exchange and the accounting issues
  • The capital reduction demerger procedures
  • Tax analysis for shareholders and distributing company

2.50pm - 3.40pm: Reconstructions and Stamp Taxes: Problems and Resolutions

Pete Miller, The Miller Partnership

This session will cover:

  • Stamp duty and share exchanges
  • Section 77A FA 1986, the new fly in the ointment
  • Swamping
  • Cancellation schemes
  • SDLT and splitting property portfolios

3.55pm - 4.45pm: Workshop Session: The Substantial Shareholding Exemption

Sarah Squires, Old Square Tax Chambers

A practical interactive workshop session focusing on the implications arising from the Substantial Shareholding Exemption including the recent changes and allowing delegates to discuss and consider the practical opportunities and problems arising from them.

4.45pm - Close: Questions & Answers

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