Transfer of UK subsidiary

Holdco based overseas

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UK holdco has one UK sub. It is a trading group. UK sub is moving all operations overseas so UK holdco will transfer shares in UK sub to holdco based overseas. No money will exchange and even if it did or the transfer needed to be for MV for tax purposes, I believe that SSE would still be relevant (min shareholding/period of ownership met) despite the shares being transferred to overseas holdco owned by shareholder of UK holdings. 

Just wanted to check I am not missing anything here but I cant see anything within the legilsation that would mean any CT would be due for holdings in this scenario. 

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By paul.benny
27th Feb 2024 10:30

This doesn't seem to make sense.

Transferring operations outside UK doesn't mean UKSub needs to move under a non-UK parent. Is there also an ultimate parent above UK and non-UK parents?

And having a UK company with all its activity in another country creates whole layers of complication that you don't need.

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By SA2016
27th Feb 2024 10:43

I am not surprised you are confused as my Q was poorly written... the reason for the transfer which I have just had confirmed is below.

The client has other operations based in the overseas country so just wants the one foreign holdco to own all the various subsidiaries as this will assist when it comes to selling. This includes the UK tradeco which will still operate in the UK, I got the wrong end of the stick initially.

Currently there is one individual who owns one UK holdco and one UK sub. Same individual then has similar set up in the overseas country with several subs based over there.

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Replying to SA2016:
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By paul.benny
27th Feb 2024 11:06

This could be structured as
- Shareholder sells UK Parent to non-UK company - which will likely create a tax liability on Shareholder; or
- UK Parent sells Subsid to non-UK company - which may create a tax liability in Parent and result in trapped cash
(assuming all are 100% holdings)

Lots more information needed, not least whether Shareholder is a UK taxpayer and the consideration involved. You'll also need to liaise with the non-UK advisers to ensure that the plans make sense in their country.

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Replying to paul.benny:
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By SA2016
27th Feb 2024 15:38

Thanks, shareholder is no UK res. In terms of consideration, I don't know I wasn't sure he would be able to sell his own company to another company he owns for cash, I just thought it would be book entries/on paper, otherwise he is crystallising capital and no real change in beneficial ownership.

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