Buy-back of company shares
27/03/2018

When a company makes a purchase of its own shares, any excess paid over the amount of capital originally subscribed for the shares is usually treated as a distribution. However, there are special provisions that enable an unquoted trading company or an unquoted holding company of a trading group to undertake a purchase of its own shares without making a distribution.

In order to do this a clearance application may be made. Under this procedure a company wishing to make a purchase of its own shares can obtain advance confirmation from HMRC that the distribution arising will be an exempt distribution. HMRC’s helpsheet includes some useful flow diagrams to help companies establish whether the payment will qualify as an exempt distribution or not.

Planning note

If the application is approved, the payment is treated as consideration for the disposal of the shares in the hands of the seller and subject to CGT. Where entrepreneurs' relief is available, CGT of 10% is payable in place of the standard rate. There are a number of qualifying conditions that must be met in order to qualify for the relief. Where the necessary conditions are met, a company purchase of own shares can be a tax efficient way of exiting a business.

If you would like to consider your options in more detail please call for further advice.


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6 Gay Street
Bath
BA1 2PH
Tel: 01225 445196

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Chequers Court, 35 Brown Street
Salisbury
Wiltshire
SP1 2AS
Tel: 01722 589584

Email: enquiries@berkeleybate.co.uk

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Registered Name: Berkeley Bate Ltd Registered Company no: 7581153 Registered in the UK 
Registered Address: – Chequers Court, 35 Brown Street, Salisbury, Wiltshire, SP1 2AS 
VAT Registration No: 109 8958 67 16