Taxation of Chargeable Gains Act 1992 section 184C

Sections 184A and 184B: meaning of "qualifying change of ownership"

Section 184C defines what counts as a "qualifying change of ownership" for the purposes of the rules in Sections 184A and 184B that restrict the buying of losses and gains through tax avoidance schemes.

• A qualifying change of ownership occurs when a company joins a group, leaves a group, or becomes subject to different control — any one of these events is sufficient to trigger the rules.
• A change of control arises when someone new gains control of the company, when sole control becomes shared control, or when someone ceases to have control — but routine events such as incorporating a new company or acquiring a shelf company would not normally be treated as a change of control by HMRC.
• Where one group's principal company becomes a member of another group, all companies in the first group are generally treated as joining the second group — but an exception applies where the same shareholders own both principal companies and the new holding company's assets consist entirely (or almost entirely) of shares in the old principal company.
• A subsidiary does not become subject to different control merely because there is a change in its direct ownership, provided it remains a 75 per cent subsidiary of the same parent company both before and after the change.