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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
?、G
?、G
_____
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:
?、G Disposal proceeds 140,000
Cost
?。?8,000） _______
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:
?、G 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
?。?1,200） _______
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:
?、G Disposal proceeds （12,000 x 6） 72,000
Cost
?。?3,900） _______
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:
?、G Disposal proceeds （10,000 x 2.50） 25,000
Cost
?。?,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）
?。?5,500） _______
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:
?、G Deemed proceeds 110,000
Cost
38,000 _______
72,000 Holdover relief （72,000 37,000） 35,000
_______
?、G 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.vNo election for holdover relief Piaˇs CGT liability for 201213 is as follows:
?、G Deemed proceeds 260,000
Cost
（60,000） _______
200,000 Annual exempt amount （10,600）
_______ 189,400
Capital gains tax: 189,400 at 10%
18,940 _______
Rita will not have a CGT liability for 201213 as her chargeable gain of 10,000 （270,000 260,000） is less than the annual exempt amount.
Election for holdover relief Ritaˇs CGT liability for 201213 is as follows:
?、G Disposal proceeds 270,000
Cost
260,000
Held over again （200,000）
_______
?。?0,000）
_______ 210,000
Annual exempt amount
?。?0,600）
?、G
?、G _______
199,400 _______
Capital gains tax: 199,400 at 28%
55,832 _______
Ritaˇs disposal does not qualify for entrepreneursˇ relief as she is not an officer or an employee of Zuper Ltd, and she has not met the qualifying conditions for one year prior to the date of disposal.
A claim for holdover relief will result in an overall CGT liability of 55,832 compared to 18,940 if no claim is made. A claim is not therefore beneficial.
Where the disposal consists of shares in a personal company, holdover relief will be restricted if the company has chargeable non-business assets.
Example 15 On 5 October 2012 Zia made a gift of her entire holding of 20,000 1 ordinary shares in Apple Ltd, a personal company, to her daughter. The market value of the shares on that date was 200,000. The shares had been purchased on 1 January 2012 for 140,000. On 5 October 2012 the market value of Apple Ltdˇs chargeable assets was 150,000, of which 120,000 was in respect of chargeable business assets. Zia and her daughter have elected to hold over the gain as a gift of a business asset.
Ziaˇs chargeable gain for 201213 is as follows:
Deemed proceeds 200,000
Cost
?。?40,000） ________
60,000 Holdover relief （48,000）
________
12,000
________
Holdover relief is restricted to 48,000 （60,000 x 120,000/150,000）， being the proportion of chargeable assets to chargeable business assets.
The transfer of a business to a limited company Rollover relief is available when an unincorporated business is incorporated. For relief to be available all the assets of the unincorporated business must be transferred to the new limited company in exchange for a consideration that must be wholly or partly in the form of shares.
The deferral is achieved by deducting the chargeable gains arising on the disposal of the assets of the unincorporated business from the value of the shares received from the new limited company.
Where some of the consideration is in the form of cash or a loan, then that proportion of the chargeable gains cannot be rolled over.
Example 16 On 8 August 2012 Bua incorporated a business that she had run as a sole trader since 1 March 2008. The market value of the business on 8 August 2012 was 250,000. All of the business assets were transferred to a new limited company, with the consideration consisting of 200,000 1 ordinary shares valued at 200,000 and 50,000 in cash. The only chargeable asset of the business was goodwill, and this was valued at 100,000 on 8 August 2012. The goodwill had a nil cost.
Buaˇs chargeable gain for 201213 is as follows:
Deemed proceeds 100,000
Cost
?。∟il） ________
100,000 Rollover relief （100,000 20,000） （80,000）
________
20,000
________
The proportion of the chargeable gain relating to the cash consideration cannot be rolled over, so 20,000 （100,000 x 50,000/250,000） of the gain is immediately chargeable to CGT.
The base cost of the shares in the new limited company will be 120,000 （200,000 80,000）。
If the consideration had consisted of just shares then the whole gain of 100,000 would have been rolled over.
However, it will be beneficial to take some of the consideration in the form of cash or a loan if the resulting chargeable gain means that the annual exempt amount and capital losses can be utilised.
Rollover relief on incorporation is given automatically, but it is possible to elect for the relief not to apply. This might be done in order to claim entrepreneurˇs relief instead.
In the exam
A question may ask you to just calculate a personˇs chargeable gains or taxable gains rather than their CGT liability. If this is the case then do not waste time calculating the liability, as there will be no marks for doing so.
Make sure you identify any exempt disposals so that you do not waste time performing unnecessary calculations.
A question may tell you that a certain relief is not available for a particular disposal. Make a careful note of such guidance or you will waste time and might also lose marks as well.
An unincorporated business is not treated as a separate entity for CGT purposes. Therefore, when a business is disposed of you should deal with each asset separately.
Do not forget to deduct the annual exempt amount.
When dealing with shares it is important to look carefully at the dates to see if same day or 30-day matching is applicable.
It is important to establish how much of a personˇs basic rate tax band is available. Remember that a taxable income figure is after the personal allowance has been deducted.
Example 17 On 13 July 2012 Dear sold 1,000 of her 3,000 1 ordinary shares in XYZ plc for 6,600. She died on 5 April 2013, and the remaining 2,000 shares were inherited by
her daughter. On that date these shares were valued at 15,600. The holding of 3,000 shares had been purchased on 20 June 2005 for 4,800.
There is no CGT liability on the sale of the XYZ plc shares as the gain of 5,000 （6,600 （4,800 x 1,000/3,000）） is less than the annual exempt amount （note that it should be obvious that where sales proceeds are just 6,600 then there is no CGT liability）。
The transfer of the XYZ plc shares on Dearˇs death is an exempt disposal.
Corporate chargeable gains
Overview You have seen how individuals are subject to CGT. Although there are a lot of similarities in the way in which the chargeable gains of a limited company are taxed, there are also some very important differences:
A limited companyˇs chargeable gains form part of the taxable total profits. They are not taxed separately.
The annual exempt amount is not available.
Indexation allowance is given when calculating chargeable gains for a limited company.
Limited companies can only benefit from rollover relief, and this is applied after taking account of any indexation allowance. They cannot benefit from entrepreneursˇ relief, holdover relief for the gift of business assets or for rollover relief upon incorporation.
Basic computation The basic computation for a limited company is virtually the same as for an individual. However, you may also be expected to calculate the indexation allowance:
The indexation allowance is given from the month of acquisition up to the month of disposal.
The indexation factor is normally rounded to three decimal places.
The indexation allowance cannot be used to create or increase a capital loss.
Because the indexation allowance is not available in respect of the incidental costs of disposal, it is necessary to show these separately in the computation.
Example 18 Delta Ltd sold a factory on 15 February 2013 for 360,000. The factory was purchased on 24 October 1995 for 164,000, and was extended at a cost of 37,000 during March 1997.
Delta Ltd incurred legal fees of 3,600 in connection with the purchase of the factory, and legal fees of 6,200 in connection with the disposal. Retail price indices （RPIs） are as follows: October 1995 149.8
March 1997
155.4 February 2013 243.0
?、G
?、G Disposal proceeds 360,000
Incidental costs of disposal
?。?,200） _______
353,800 Cost 164,000
Incidental costs of acquisition
3,600
_______
167,600
Enhancement expenditure 37,000 （204,600）
________ 149,200
Indexation Cost 167,600 x 0.622 Enhancement 37,000 x 0.564
104,247 20,868
_______
（125,115） ________
24,085 ________
The indexation factor for the cost is 0.622 （243.0 149.8）/149.8, and for the enhancement expenditure it is 0.564 （243.0 155.4）/155.4.
When a limited company has a capital loss, it is first set off against any chargeable gains arising in the same accounting period. Any remaining capital loss is then carried
forward and set off against the first available chargeable gains of future accounting periods.
Although chargeable gains are included as part of a companyˇs taxable total profits, capital losses are never set off against other income.
Example 19 Even Ltd has the following results: Year ended 31 March 2012
Year ended 31 March 2013 Trading profit/（loss） 56,000 （17,000）
Property business profit
4,000
10,000 Chargeable gain/（capital loss） （8,000） 85,000
The corporation tax liability of Even Ltd for the years ended 31 March 2012 and 2013 is as follows: Year ended 31 March 2012
Year ended 31 March 2013 Trading profit 56,000
Property business profit
4,000
10,000 Chargeable gain 77,000
_______
_______ 60,000 87,000
Loss relief
?。?7,000） _______ _______
Taxable total profits
60,000
70,000 _______ _______
Corporation tax at 20%
12,000
14,000
Year ended 31 March 2012
Year ended 31 March 2013 _______ _______
The capital loss for the year ended 31 March 2012 is carried forward, and so the chargeable gain for the year ended 31 March 2013 is 77,000 （85,000 8,000）。
Shares For limited companies, disposals of shares are matched with purchases in the following order:
Shares purchased on the same day as the disposal.
Shares purchased during the nine days prior to the disposal.
Shares in the 1985 pool.
When calculating indexation allowances for the 1985 pool, the indexation fraction is not rounded to three decimal places.
Example 20 On 15 June 2012 Fair Ltd sold 70,000 1 ordinary shares in Gong plc for 350,000. Fair Ltd had originally purchased 40,000 shares in Gong plc on 10 June 1995 for 110,000, and purchased a further 60,000 shares on 20 August 1999 for 180,000. Retail price indices （RPIs） are as follows: June 1995 149.8
August 1999
165.5 June 2012 241.8
Chargeable gain
?、G Disposal proceeds 350,000
Cost
（203,000） ________
147,000
?、G Indexation allowance （308,379 203,000） （105,379）
________ 41,621
________
1985 Pool Number Cost
Index cost Purchase June 1995 40,000 110,000 110,000
Indexation to August 1999 110,000 x （165.5 149.8）/149.8
11,529 ______
121,529 Purchase August 1999 60,000 180,000 180,000
______
______
______ 100,000 290,000 301,529
Indexation to June 2012 301,529 x （241.8 165.5）/165.5
139,013 _______
440,542 Disposal June 2012 Cost x 70,000/100,000 （70,000） （203,000） （308,379）
_______
________
________
Number Cost
Index cost Balance carried forward 30,000 87,000 132,163
_______
________
________
In the exam
Remember that limited companies are not entitled to the annual exempt amount.
Remember that chargeable gains are part of a limited companyˇs total taxable profits. They are not taxed separately.
When dealing with shares it is important to look carefully at the dates to see if same day or nine-day matching applies.
Written by a member of the Paper F6 examining team
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