ihta84/s105.- Relevant business property.

 

[1976 Sch.10 para.3(1); 1978 s.64(3); 1981 s.100(3).]

105. - (1) Subject to the following provisions of this section and to sections 106, 108, [109A 1 ], 112(3) and 113 below, in this chapter "relevant business property" means, in relation to any transfer of value, -

    (a) property consisting of a business or interest in a business;

    (b) [shares in or 2 ] securities of a company which [are unquoted and which 3 ] (either by themselves or together with other such [securities owned by the transferor and any unquoted shares so owned 4 ]) gave the transferor control of the company immediately before the transfer;

    [(bb) any unquoted shares in a company; 5 ]

    [(c) unquoted shares in a company which do not fall within paragraph (b) or paragraph (bb) above; 6 ]

    [(cc) shares in or securities of a company which are quoted and which (either by themselves or together with other such shares or securities owned by the transferor) gave the transferor control of the company immediately before the transfer; 7 ]

    (d) any land or building, machinery or plant which, immediately before the transfer, was used wholly or mainly for the purposes of a business carried on by a company of which the transferor then had control or by a partnership of which he then was a partner; and

    (e) any land or building, machinery or plant which, immediately before the transfer, was used wholly or mainly for the purposes of a business carried on by the transferor and was settled property in which he was then beneficially entitled to an interest in possession.

    [(1A) The condition referred to in subsection (1)(bb) above is that the shares (either by themselves or together with other shares or securities owned by the transferor) gave the transferor control of powers of voting on all questions affecting the company as a whole which if exercised would have yielded more than 25 per cent of the votes capable of being exercised on them; and shares shall be taken to satisfy this condition if, together with any shares which are related property within the meaning of section 161 below, they would have been sufficient to give the transferor such control.

    (1B) Subsections (3) and (4) of section 269 below have effect in relation to subsection (1A) above as they have effect in relation to subsection (1) of that section. 8 ]

    [1ZA) In subsection (1) above "quoted", in relation to any shares or securities means [listed 9 ] on a recognised stock exchange and "unquoted", in relation to any shares or securities, means not so [listed 9 ]. 10 ]

[1976 Sch.10 para.3(1A); 1978 s.64(4).]

(2) Shares in or securities of a company do not fall within subsection 1[(cc) 11 ] above if -

    (a) they would not have been sufficient, without other property, to give the transferor control of the company immediately before the transfer, and

    (b) their value is taken by virtue of section 176 below to be less than the value previously determined.

 

[(2A) Shares of a company do not fall within subsection 1(bb) above if -

    (a) they would not have been sufficient, without other property, to satisfy the condition specified in subsection (1A) above immediately before the transfer; and

    (b) their value is taken by virtue of section 176 below to be less than the value previously determined. 12 ]

[1976 Sch.10 para.3(2).]

(3) A business or interest in a business, or shares in or securities of a company, are not relevant business property if the business or, as the case may be, the business carried on by the company consists wholly or mainly of one or more of the following, that is to say, dealing in securities, stocks or shares, land or buildings or making or holding investments.

[1976 Sch.10 para.3(3)]

(4) Subsection (3) above -

    [(a) does not apply to any property if the business concerned is wholly that of a market maker or is that of a discount house and (in either case) is carried on in the United Kingdom, and 13 ]

    (b) does not apply to shares in or securities of a company if the business of the company consists wholly or mainly in being a holding company of one or more companies whose business does not fall within that subsection.

[1976 Sch.10 para.3(5).]

(5) Shares in or securities of a company are not relevant business property in relation to a transfer of value if at the time of a transfer a winding-up order has been made in respect of the company or the company has passed a resolution for voluntary winding-up or is otherwise in process of liquidation, unless the business of the company is to continue to be carried on after a reconstruction or amalgamation and the reconstruction or amalgamation either is the purpose of the winding-up or liquidation or takes place not later than one year after the transfer of value.

[1976 Sch.10 para.3(6); 1981 s.100(4).]

(6) Land, a building, machinery or plant owned by the transferor and used wholly or mainly for the purposes of a business carried on as mentioned in subsection (1)(d) or (e) above is not relevant business property in relation to a transfer of value, unless the business or the transferor's interest in it is, or shares or securities of the company carrying on the business immediately before the transfer are, relevant business property in relation to the transfer.

 

[(7) In this section "market maker" means a person
who -

    (a) holds himself out at all normal times in compliance with the rules of The Stock Exchange as willing to buy and sell securities, stocks or shares at a price specified by him, and

    (b) is recognised as doing so by the Council of The Stock Exchange. 14 ]

   
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1 1987 Sch.8, para.5(1) with effect from 17 March 1987, repealed by 1996 Sch.41, Part VI with effect from 6 April 1996.

2 Omitted by 1996 s.184(2) with effect from 6 April 1996. Originally "shares in or".

3 1992 (No.2) Sch.14, para.2 with effect from 10 March 1992.

4 Substituted by 1996 s.184(2) with effect from 6 April 1996. Originally "shares or securities owned by the transferor".

5 Substituted by 1996 s.184(2) with effect from 6 April 1996. Originally "unquoted shares in a company which do not fall within paragraph (b) above and which immediately before the transfer satisfied the conditions specified in subsection (1A) below".

6 Omitted by 1996 s.184(2) with effect from 6 April 1996. Previously amended by 1987 Sch.8, para.5(2) with effect from 17 March 1987. Originally "shares in a company which do not fall within paragraph (b) above and are not quoted on a recognised stock exchange".

7 1992 (No.2) Sch.14, para.2 with effect from 12 March 1992.

8 1987 Sch.8, para.5(3) and (4) with effect from 17 March 1987. Repealed by 1996 Sch.41, Part VI with effect from 6 April 1996.

9 Substituted by 1996 Sch.38, para.2 with effect from 1 April 1996. Previously "quoted".

10 1992 (No.2) Sch.14, para.2 with effect from 10 March 1992.

11 1996 Sch.41, Part VI with effect from 6 April 1996. Previously "(b) or (cc)" with effect from 10 March 1992. Originally "(b)".

12 1987 Sch.8, para 5(3) and (4) with effect from 17 March 1987. Repealed by 1996 Sch.41, Part VI with effect from 6 April 1996.

13 1986 s.106(1), in relation to events on or after 27 October 1986 "the day of the Stock exchange reforms" - (as defined in s.106(8)). Originally "(a) does not apply to any property if the business concerned is that of a jobber (as defined in section 477 of the Taxes Act) or discount house and is carried on in the United Kingdom, and".

14 1986 s.106(2), in relation to events on or after 27 October 1986 "the day of the Stock exchange reforms" - (as defined in s.106(8)).