acquiring property investment co or just the properties

acquiring property investment co or just the...

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co A a company engaged in the top end property rental serviced apartments  and property management of a number of its own short leases, and of sublets from co B an associated company [ both owned by same director / shareholder ] who owns a number of freehold + long residential leases

it is mooted that co A should acquire the shares in co B[essentially the property investment co]  This would result in CGT for the owner and a liabilty loan account of mega proportions in Co A

or

acquire the properties from B only

what are the CGT and or  any implications of this essentially hive-up

and 

if the new merged coA&  with B's assets are sold in the near horizion

firstly SDLT springs to mind - is this chargeable  ? 

major bank finance in B will be paid done so thats not necessarily an issue

Does it make any difference if co B was to become  a subsidiary of A - thinking that if there was a disposal then ER would be available

Am trying to get to see a tax specialst - but not able to see them until late next week @ the earliest ,  hence the query here in the interim for a basic appreciation of the implications.  

tia

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By gbuckell
27th Sep 2013 12:50

Artificial transactions in securities

Bear in mind the artificial transactions in securities rules that are likely to deem any purported capital sum received by the shareholder as an income dividend.

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