The Venture Capital Trust (Winding up and Mergers) (Tax) (Amendment) Regulations 2011
| Jurisdiction | UK Non-devolved |
| Citation | SI 2011/660 |
| Year | 2011 |
2011 No. 660
Income Tax
Corporation Tax
The Venture Capital Trust (Winding up and Mergers) (Tax) (Amendment) Regulations 2011
Made 7th March 2011
Laid before the House of Commons 8th March 2011
Coming into force 6th April 2011
The Treasury make the following Regulations in exercise of the powers conferred by sections 280(3) to (6), 314 to 317, 319, 321, 322 and 324 of the Income Tax Act 20071:
Citation, commencement and effect
1.—(1) These Regulations may be cited as the Venture Capital Trust (Winding up and Mergers) (Tax) (Amendment) Regulations 2011 and shall come into force on 6th April 2011.
(2) These Regulations have effect as follows—
(a)
(a) regulations 4 to 7 have effect in relation to any VCT-in-liquidation whose winding-up commences on or after 6th April 2011;
(b)
(b) regulations 8 to 11 have effect in relation to any merger where the transactions bringing the merger into effect take place on or after 6th April 2011; and
(c)
(c) regulation 12 has effect in relation to shares issued on or after 6th April 2011.
Amendment of the Venture Capital Trust (Winding up and Mergers) (Tax) Regulations 2004
2. The Venture Capital Trust (Winding up and Mergers) (Tax) Regulations 20042are amended in accordance with these Regulations.
Amendment of regulation 2
3.—(1) Regulation 2 (interpretation) is amended as follows.
(2) For paragraphs (1) to (4) substitute—
“1 In these Regulations, references to provisions of an Act or to Parts of an Act are to provisions or Parts of the Income Tax Act 2007 unless otherwise stated.
2 In these Regulations—
“the Commissioners” means the Commissioners for Her Majesty’s Revenue and Customs;
“market value” shall be construed in accordance with sections 272 and 273 of the Taxation of Chargeable Gains Act 19923;
“the 1992 Act” means the Taxation of Chargeable Gains Act 1992;
“prescribed winding-up period”, in relation to a VCT-in-liquidation, means the period—
(a) beginning on the commencement of the company’s winding-up, and
(b) ending on the earliest of—
(i) the end of the company’s winding-up;
(ii) the company’s ceasing to be wound up;
(iii) the dissolution of the company;
(iv) the third anniversary of the commencement of the winding-up;
“qualifying holdings” shall be construed in accordance with Chapter 4 of Part 6;
“securities”, except in regulation 12, has the same meaning as in section 285(2);
“statement of affairs” means a statement as to the affairs of a company, in the form prescribed under and complying with section 99 or 131 of the Insolvency Act 19864;
“the 15% test” means the 15% holding limit condition specified in the table in section 274(2) and as provided for in sections 275 to 279;
“the 70% tests” means the conditions specified in the last two entries in the table in section 274(2) and as provided for in sections 275, 278, 280 and 280A5;
“the 30% test” means the condition which was specified in the table at section 274(2) and as provided for in sections 275, 278 and 280, ignoring the amendments made to section 274(2) by paragraph 2(2)(b) and (c) of Schedule 2 to the Finance (No. 3) Act 20106.
3 In regulations 9 to 14 and in this paragraph—
a “section 323(1) merger” means a merger described in section 323(1);
a “section 323(2) merger” means a merger described in section 323(2);
“share for business transfer” means an issue of shares as mentioned in section 323(1)(b)(ii) or 323(2)(b)(ii), as the case may be;
“share for share exchange” means an exchange of shares as mentioned in section 323(1)(b)(i) or 323(2)(b)(i), as the case may be;
“shares issued to effect the merger” means—
(a) in the case of a section 323(1) merger, shares in the successor company issued as mentioned in section 323(1); and
(b) in the case of a section 323(2) merger, shares in the successor company issued as mentioned in section 323(2);
“shares issued for new consideration” means shares in the successor company issued in the period during which the merger takes place for a consideration other than as mentioned in section 323(1)(b) or 323(2)(b).
4 Section 319(3) (references in sections 314 to 318 to things done by a VCT-in-liquidation to include things done by the liquidator of a VCT-in-liquidation) shall apply for the purposes of regulations 3 to 8 as it applies to Chapter 5 of Part 6.”.
Amendment of regulation 3
4. In paragraph (2)(a) of regulation 3 (winding-up of venture capital trusts), for “section 842AA(5A)(a) and (b)” substitute “section 280(1)(a) and (b)”.
Amendment of regulation 4
5. In regulation 4, for “paragraph 3(9) of Schedule 15B” substitute “section 268”.
Amendment of regulation 6
6. In paragraphs (2)(a) and (3)(b) of regulation 6, for “section 842AA(2)” substitute “section 274”.
Amendment of regulation 8
7. In paragraph (3) of regulation 8 (transfer of investments in specie from a VCT-in-liquidation to a venture capital trust), for “paragraphs 1(2)(b) and 6 to 8 of Schedule 28B” substitute “sections 286(2)(b), 287, 293, 294, 297 and 331(2) and (3)”.
Amendment of regulation 9
8. In regulation 9 (mergers of venture capital trusts)—
(1) in each place where it appears—
(a)
(a) for “paragraph 10(1) merger” substitute “section 323(1) merger”, and
(b)
(b) for “paragraph 10(2) merger” substitute “section 323(2) merger”.
(2) In paragraph(3)(f) for “paragraph 10(1)(b)(ii) or 10(2)(b)(ii) of...
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