VCM45900 - VC loss relief: general: qualifying disposals: example

ICTA88/S573 - S574

A company is incorporated in the UK in January 1985 and is resident in the UK throughout its period of existence. At no time are the company's shares quoted or listed on a recognised stock exchange. For the first four years of its life the company is dormant. In December 1989 the company begins the only trade that it ever carries on, manufacturing household furniture. In June 1993 the company ceases trading with liabilities that greatly exceed its assets. Thereafter the company is neither an excluded company nor an investment company. The company remains dormant until struck off the register in April 1997. The shareholders receive nothing for their shares.

The company’s original share capital of 1,000 £1 ordinary shares was subscribed for at par by four individuals (A, B, C and D), who each acquired 250 shares. In November 1989 C and D sold their shares to E and F. In January 1990 A and F each subscribe for a further 1,000 £1 ordinary shares each paying £10 per share. In January 1993 B sells his 250 shares in a bargain made at arm’s length to A for £1 in total.

The company satisfies all of the conditions for relief under ICTA88/S574. Whilst the company traded for less than six years, it was a trading company throughout its active life and at no time was it an excluded company or an investment company. (Note that if the company had traded for a continuous period of more than six years it could have been an investment company or an excluded company before it commenced the trading period and still have qualified for relief). The company ceased trading in June 1993 and was struck off (dissolved) in April 1997. A negligible value claim made in the three years after cessation of trading could result in relief. However a claim relying on ESC/D46 (see VCM45850) made after dissolution would not involve a disposal within three years of the cessation of trade and would fail.

Investor A made a negligible value claim under TCGA92/S24 (2) within three years of the cessation of trading and claimed VC loss relief on the allowable loss arising. Investor A may claim in respect of the £250 subscription paid in January 1985 and the £10,000 subscription paid in January 1990. Investor A cannot claim in respect of the 250 shares acquired from Investor B in January 1993 because these were not subscribed for by Investor A.

Investor B may claim under Section 574 having sold the shares in a bargain at arm's length (see the first bullet of VCM45800).

Investors C and D have no claim under Section 574. When they sold their shares the company was not a qualifying company - it was not and had not been a trading company.

Investor E has no claim under Section 574 having acquired the shares by purchase and not by subscription.

Investor F has no claim under Section 574 in respect of the shares acquired by purchase in November 1989 but may claim in respect of the shares subscribed for in January 1990 by way of a negligible value made within three years of the cessation of trading.