Guidance

Apply for statutory clearance for a transaction

How to apply to HMRC for statutory clearances for transactions, and information to provide in your application.

From:
HM Revenue & Customs
Published
29 October 2024

HMRC’s Clearance and Counteraction Team handles requests where clearance is required under statutory provisions. You need to apply under one or more of the relevant statutory provisions in this guidance.

Check the statutory provisions for your application

Capital Gains Tax

Find out how to apply for clearances relating to Capital Gains Tax for:

Read about share exchanges and company reconstructions in the Capital Gains Manual: CG52500C.

Purchase of own shares

Purchase of own shares by unquoted trading companies is covered by section 1044 Corporation Tax Act (CTA) 2010.

Find out about clearance applications and exempt distribution when a company purchases its own shares.

Statutory demergers

Statutory demergers are covered by section 1091 CTA 2010 in the:

Transactions in securities

Transactions in securities are covered by section 748 Corporation Tax Act 2010 and section 701 Income Tax Act (ITA) 2007 in the Company Taxation Manual: CTM36800.

Enterprise Investment Scheme

Find the statutory provision for Enterprise Investment Scheme (EIS) shares (acquisition by new company) (section 247 (1)(f) ITA 2007) in the:

Company reorganisations involving intangible fixed assets

This type of company reorganisation is covered by section 831 CTA 2009 (Corporate Intangibles Research and Development Manual: CIRD42000).

Tax consequences of assigning a lease granted at under value

Find guidance on confirmation of the customer’s view of the tax consequences of assigning a lease granted at under value in the Property Income Manual: PIM1222.

Loan relationships

Loan relationships for transfers and for mergers are covered by section 426, section 427 (transfers) and section 437 (mergers) CTA 2009 in the Corporate Finance Manual: CFM34160.

Derivative contracts

Derivative contracts for transfers and mergers are covered by section 677 (transfers) and section 686 (mergers) CTA 2009 in the Corporate Finance Manual: CFM53120.

Targeted Anti Avoidance Rule 3

Find the statutory provision for Targeted Anti Avoidance Rule 3 for Capital Gains in the Targeted Anti Avoidance Rule 3 (Capital Gains) section 184G and section 184H TCGA 1992. Read the Capital Gains Manual: CG44150.

Cross-border transfers

Find the statutory provision for cross-border transfer of a loan relationship, derivative contract or intangible fixed assets in section 117(4) Taxation (International and Other Provisions) Act 2010.

Continuity of Seed Enterprise Investment Scheme (SEIS)

Find the provisions for continuity of Seed Enterprise Investment Scheme relief under section 257HB ITA 2007 as updated by Finance Act 2012.

What to include in your application

You need to include:

  • a list of the statutory provisions under which you are applying for clearance
  • the applicant’s company name, tax reference, residence status, trading status and group status
  • a step by step description of transactions with diagrams if possible
  • reasons for the transactions
  • the number, percentage and classes of shares or other instruments held by each shareholder before and after the transaction
  • all connections and associations between existing and new shareholders
  • the latest accounts
  • a breakdown of the amount and form of consideration (such as ordinary shares, preference shares, redeemable shares, loan notes, cash or assets) to be received by each shareholder

You may need to include:

  • if a shareholder is a trust — the type of trust, and names of the settlor, trustees and beneficiaries
  • reasons for any significant difference between the current distributable reserves position and the position shown in the accounts
  • expected date of redemption of any redeemable securities issued
  • alternative transactions considered, with reasons for their unsuitability
  • how a sale of the business or part of the business will be carried out, for example, at asset or share (with details of shares) level
  • reference numbers of previous relevant applications for statutory clearance in the last 7 years
  • if applying for statutory demerger under section 1091 CTA 2010 — how you meet the conditions under sections 1081 and either section 1082 or section 1083 CTA 2010

How to send your application

We will reply to your application within 30 days. If we ask you for further information, we will respond within 30 days of your reply.

Apply by email

You can apply for clearance by emailing reconstructions@hmrc.gov.uk.

Attachments should be no larger than 2MB.

Do not send self-extracting zip files as HMRC software will block them.

If you would like us to reply by email, we’ll need your permission to do so by including the following statement:

‘I confirm that our client understands and accepts the risks associated with email and that they are happy for you to send information concerning their business or personal details to us by email. I also confirm that HMRC can send emails to the following address (or addresses)….’

If you’re making the application on behalf of yourself or your company, change this wording as needed.

If you are unsure that an email you’ve received from the Clearance and Counteraction Team is genuine, email reconstructions@hmrc.gov.uk to check.

Apply by post

If you cannot use email, send your letter to:

BAI Clearance
HMRC
BX9 1JL

Make it clear at the top of your letter which clearances you’re asking for.

If your application is market sensitive

HMRC considers information as market sensitive when it:

  • could affect the price of a stock market quoted company
  • concerns the financial affairs of well-known individuals

Clearly mark your application as market sensitive.

These applications are handled by fewer people and are subject to extra security, but otherwise treated in the same way as non-market sensitive applications.

Updates to this page

Published 29 October 2024

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