Cash and Tax free acquisition of Equity ? | AccountingWEB

Cash and Tax free acquisition of Equity ?

Can anyone advise on any tax implications?  All companies and people described here are UK based.

Company A owns 100% shares in Company B.  Company A wants to sell a large % of shares in Company B to Company C which is owned by several employees of Company B.  As Company C and its shareholders cannot pay for the value of shares, Company A will grant Company C an interest bearing loan on the value of shares for a period of several years.  Say a year later, Company B pays dividends to Company A and Company C.  The dividend income comes with the tax credit so corporation tax free.  Now Company C has money to repay part of the loan and interest to Company A.  The system will continues until the loan with interest is fully repaid.  Effectively, Company C would have acquired shares in Company B without paying for it.  Would this system be caught by any tax legislations on Company C and its shareholders, ie. employees of Company B?

Many thanks for your opinion and advice.


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