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  1. E-quick package
  2. Economy package
  3. Premier package
  4. Deluxe package
If you are thinking about setting up a business, and need it done quickly and easily with no additional requirements, then this package is the perfect choice.
This package is a cheap and efficient way to begin business, and includes the provision of a registered office address in London for the duration of one year.
This package is a not expensive and efficient way to begin business, and includes the provision of a registered office address in London and a nominee secretary for the duration of one year.
This package is one of the most cost effective and the efficient way to start a UK company, which includes a registered office address in London, a nominee secretary, and a nominee director for the duration of one year.
E-quick*
£32.00
Economy
£82.00
Premier
£207.00
Deluxe
£557.00
Private company limited by shares
No Annual Charges
Private company limited by shares
Annual Fee From: £50.00
Private company limited by shares
Annual Fee From: £175.00
Private company limited by shares
Annual Fee From: £525.00
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Further information

Private Company Limited by Shares:

  • A private company limited by shares in England and Wales must have at least one director, one shareholder, and may have a secretary.

  • You need at least one person to form this type of company. If there is only one director, and that director is a natural person in your company, that director can also act as the secretary.

  • A company must have at least one director who is a natural person. This requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office.

  • You can register a sole director' company, if you are familiar with the secretaries duties and responsibilities, because all of them belongs to a sole director.

  • The directors and secretary of your company can also be shareholders.

  • The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director.

  • Under the Companies Act 2006, there is no restriction on any or all of the members/shareholders being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts).

  • There is no requirement for the officers of your company to be UK citizens or residents, nor for them to hold valid work permits.

  • Owning, or being an officer of a UK company does not, however, grant you any right to live or work in the UK if you are a foreign national.

  • Your company must have a registered office address within England or Wales; this is the official address of your company and will be on the public record as such.

  • Your company must hold its official company documents at its registered office address: its register of shareholders, and its constitutional documents.

  • So long as you maintain a registered office address in England or Wales, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.

  • Coddan offers company formation, ready-made company registration for UK limited companies. We offer electronic filing enterprises & registering corporation services. In addition to business registrations, we offer trademark registration, shareholder agreements, toll-free numbers, telephone answering, virtual office and company searches for UK limited companies. You are an accountant for whom company establishment is a frequent activity or an individual ordering your first company registrations. Start a company by incorporating or forming a LTD, PLC or LLP at Coddan. Learn about incorporation & how to incorporate your business online: register a business name, company registration, business registration numbers, company house web filing - business name registration check. Whether you start-up online, register London business or form a corporation Scotland, we can help you understand the business start-up process for filing LTD United Kingdom.
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    Incorporate or form an LLC – online: company registrar United Kingdom, limited company formations & corporation registration, electronically LLC online, very easy and informative. In addition to private companies Great Britain, we offer trademark registration, shareholder agreements, 0870 numbers, telephone answering, virtual office and company searches for English companies. Information to help start, grow or manage a small business. If you are starting a business Edinburgh or starting own business Northern Ireland, read our starting business Republic of Ireland guide. Home business and small business training and ideas site to help you start Belfast, grow, and expand a home-based business or search for the work at home job right. An outline of the general steps for incorporation in Great Britain, explaining how to incorporate your business Dublin, from choosing where to incorporate your business. UK ready-made company formation services and company registrations online, our offices keep a stock of ready made companies, and would be happy to supply details on request. We offer offshore ready-made companies in different jurisdictions, readymade offshore companies also called as offshore shelf companies, shelf off-shore companies for sale: starting applying for a business name, business name registration partnership, grants for starting a business and starting a business from home.
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    Open company same-day and offshore setting-up services using our online starting-up service for Limited Liability Company Offshore companies. Start enjoying the tax benefits and personal liability protection that forming a corporation or Limited Liability Company (LLC) provides. Offshore company incorporation, offshore checking and offshore saving accounts, offshore time deposits, offshore mutual funds, offshore money market accounts and offshore asset protection provided by Coddan. Company formations, limited company formations, electronic incorporations, company formation agents, paperless company registrar, electronic companies filing, United Kingdom limited company, setting corporation Ireland, business incorporation Scotland, open company England, London company registration, electronic companies filing, British companies registrars, business consultants, company law, public limited company, plc, international companies, ltd, inc, limited liability, enterprise, organization, organization, tax, taxation, England, firm, partnership, trade, profession, contractors, business, private limited company, limited by shares, ready-made companies, readymade company, aged company, off the shelf company, shelf companies list.
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    Specializes in company registration and secretarial services. Provides list of shelf company, services and cost quotation, business name registration, company house direct, starting a business - sole trader business registration.

    This is actually a pretty good reason to incorporate in Delaware or Nevada. In fact, you could be a foreigner from Lebanon, never setting foot on American soil, form a Delaware corporation and no one would know who you are! However, many states will require the owners and/or officers and/or directors information while operating in that state (as a foreign corp.). Besides, how many small businesses require anonymity? Incorporate, incorporation, incorporating, incorporation services, incorporating services, incorporate Wyoming business online, incorporating Oregon business, New York LLC formation, Louisiana limited liability corporation, Texas articles of incorporation, Florida company incorporation, California non profit corporation, corporate name search offshore, BVI corporate name availability, Seychelles corporate name registration.
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    Learn about incorporation services UK and incorporate London online: starting your own business, business ideas, starting a business on ebay or buying a business with legal requirements for starting a business. Online England company formations, online company London W1 formation, Glasgow formation agent, Liverpool formations agent, Scottish companies house, forming a company Scotland, starting a business Wales, form a limited company Oxford, United Kingdom business registration agents, online Great Britain company registration. E-Business, small business, business structures defined: the limited liability company business structures defined: the limited liability company IRS treatment of the one-member LLC. An LLC with only one member / owner is automatically considered to be a sole proprietorship unless an election is made to be treated as a corporation. Thus, the sole member of an LLC will file (Form 1040), (U.S. Individual Income Tax Return), ideas for starting a business, grants for starting a business, starting a business from home, starting your own business - business ideas, starting a business on ebay, buying a business: legal requirements for starting a business, ideas for starting a business.
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    A business may be conducted by a company as an entity in its own right and comes into existence by incorporation under companies legislation which also regulates the running of the company and sets out the duties of its officers. In recent years trading trusts have been commonly used as the structure for carrying on a business with their main objective of tax minimization. A trust requires a trustee to act on behalf of a trust and it has been preferable to have a company newly incorporated to act as the trustee as it is believed that this limits the liability of the trust to the paid-up capital of the Trustee Company. A trust is formed by a gift or settlement being made to the trustee on behalf of the, as yet unformed, trust. A solicitor draws up a Trust Deed setting out the powers and formalizing the administration of the trust. The trust has beneficiaries rather than shareholders as in a company, who are entitled to distributions of capital and/or income and these distributions, are controlled by the trustee.
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    The distribution made to beneficiaries are subject to income tax as part of their personal income and are liable for provisional tax on these distributions. Citizens and residents of other countries may incorporate in the United Kingdom through the standard incorporation procedures set forth by each state. Provides UK company formations, trademark registration, registered office facilities and company secretary services. Professional company formation, register your company online, we may establish new business at one day. An online guide to starting up and expanding your business.
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    This is one of our most popular packages with worldwide customers, and includes: -

  • EQUICK-4 zvezdy :-****
  • Pomeniat' sro4no. Eto economy4 zvezdy. -

  • ECooonooomyy-4 zvezdy :-****
  • Premier blablabla 4 zvezdy. -

  • premier-4 zvezdy;)
  • Our Deluxe package is a fast and easy option, it is ideal for the UK, EU, and international small to medium businesses who wish to appoint a nominee director and a nominee secretary in order to maintain the anonymity of the real owner, and it includes: -

  • Incorporation of your company from scratch using one of our registered office addresses in London, our nominee director and nominee secretary. We can appoint your own candidate(s) to the role of shareholder(s), or you can appoint a nominee sharholder provided by Coddan;
  • The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
  • The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
  • The government fee for incorporation is included in the price of this package;
    • The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
    • The provision of a nominee secretary for 12 months is included in the price of this package (our nominee secretary service is charged annually);
    • The provision of a nominee director for 12 months is also included in the price of this package (our nominee director service is charged annually);

    The following two hard bound copies of corporate documents, will be send by post to you upon formation of your private limited company: -

  • A laminated copy of the certificate of incorporation of your company;
  • A hard bound copy of the memorandum and articles of association;
  • A hard bound copy of the minutes of the first meeting of directors;
  • Share certificates, and your company register;
  • The general power of attorney signed by a nominee director;
  • Pre-signed, undated resignation letter from a nominee director;
  • The agreement for the provision of nominee service and indemnification of nominee.
  • 2 zdezda deluxe. -

  • 2 zdezda deluxe)
  • 3 zdezda deluxe. -

  • 3 zdezda deluxe
  • 4 zdezda deluxe -

  • 4444444
  • This is our most popular package with the UK residents, and includes: -

  • The registration of your company from scratch using your own registered office address, and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
  • The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
  • The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
  • The government fee for incorporation is included in the price of this package;
  • The following documents, which need to be printed and signed, will be e-mailed to you upon formation of your company: -

  • A certificate of incorporation (requires PDF file reader);
  • The memorandum & articles of association (requires PDF file reader);
  • The first meeting of the board of directors (requires PDF file reader);
  • Share certificates and a company register (requires PDF file reader).
  • *If you do not have an a valid address in the UK, which can be used as the registered office address for your company, please check our Economy package. The non-UK address cannot be acceptable as the office address for the UK company.

    This is our most popular package with the UK and EU residents, and includes: -

  • The registration your company from scratch using one of our registered office addresses, and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
  • The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
  • The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
  • The government fee for incorporation is included in the price of this package;
    • The provision of a registered office address for 12 months is also included in the price of this package (our registered office address service is charged annually);

    The following documents, which need to be printed and signed, will be e-mailed to you upon formation of your company: -

  • A certificate of incorporation (requires PDF file reader);
  • The memorandum & articles of association (requires PDF file reader);
  • The first meeting of the board of directors (requires PDF file reader);
  • Share certificates and a company register (requires PDF file reader).
  • This is another one very popular package with worldwide customers, and includes: -

  • The formation of a company limited by guarantee usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
  • The incorporation your BVI company limited by guarantee from scratch using our registered agent & registered office address, and appoint your own candidate to the role of a members;
  • The government and initiation fees for incorporation are included in the price of this package;
  • The search for a company name availability, confirmation, and reservation;
  • An original certificate of incorporation
  • A hard bound copy of the memorandum & articles of association
  • The preparation and submission of the memorandum and articles of association;
  • A local registered office address and a local registered agent for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
  • The provision of a nominee director for one year is also included in the price of this package (our nominee director service is charged annually);

  • To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
  • The following hard bound copy of corporate documents, will be posted to you upon formation of your company limited by guarantee: -

  • An original certificate of incorporation;
  • A hard bound copy of the memorandum and articles of association;
  • The minutes of the first meeting of the board of directors;
  • A completed register of directors and members;
  • An elegant printed membership certificates;
  • A pliers seal.
  • The general power of attorney signed by a nominee director (additional fee applies);
  • Pre-signed, undated resignation letter from a nominee director;
  • The agreement for the provision of a nominee service and indemnification of nominee.
  • This is our most popular package with international customers, and includes: -

  • The formation of a company limited by guarantee usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
  • The registration your BVI company limited by guarantee from scratch using our registered agent & registered office address, and appoint our own candidates to the role of a nominee director and a nominee member;
  • The government and initiation fees for incorporation are included in the price of this package;
  • The search for a company name availability, confirmation, and reservation;
  • The preparation and submission of the memorandum and articles of association;
  • A local registered office address and a local registered agent for one year are included in the price of this package (our registered agent & office address service are charged annually);
  • The provision of a nominee director for 12 months is included in the price of this package (our nominee director service is charged annually);
  • A completed register of directors and members
  • The provision of a nominee member for 12 months is also included in the price of this package (our nominee member service is charged annually);

  • To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
  • The following hard bound copy of corporate documents, will be posted to you upon formation of your company limited by guarantee: -

  • An original certificate of incorporation;
  • A hard bound copy of the memorandum and articles of association;
  • The minutes of the first meeting of the board of directors;
  • A completed register of directors and members;
  • An elegant printed membership certificates;
  • A pliers seal.
  • Pre-signed, undated letters of resignation from a nominee director and a nominee member;
  • A general power of attorney signed by a nominee director (additional fee applies);
  • A declaration of trust from a nominee member;
  • An indemnity letter for the power of attorney;
  • A nominee agreement which provides for the indemnification of the nominees.
  • This is another one of our most popular packages for small and medium size businesses, such as those being run by a sole director from home, and for companies owned by overseas residents who still need a local registered office address, but would rather not open a local office in the UK;

    This package is often chosen by such customers, who are looking to minimise a sole director' personal liability (and who are not quite familiar with the UK corporate legislation), because this package includes thye provision of a nominee secretary for 12 months. This package is also includes: -

  • The registration your company from scratch using one of our registered office addresses, and appoint your own candidates to the roles of director, and shareholder;
  • The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
  • The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
  • The government fee for incorporation is included in the price of this package;
    • The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
    • The provision of a nominee secretary for 12 months is also included in the price of this package (our nominee secretary service is charged annually);

    The following hard bound copy of the corporate documents, will be send by post to you, upon formation of your private limited company: -

  • A laminated copy of the certificate of incorporation of your company;
  • A hard bound copy of the memorandum and articles of association;
  • A hard bound copy of the minutes of the first meeting of directors;
  • Share certificates, and your company register.
  • This is another one very popular package with worldwide customers, and includes: -

  • The formation of a limited partnership usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
  • The incorporation your BVI offshore limited partnership from scratch using our registered agent & registered office address, and appoint your own candidate to the role of a general partner;
  • The government and initiation fees for registration are included in the price of this package;
  • The search for a limited partnership name availability, confirmation, and reservation;
  • The preparation and submission of the partnership agreement;
  • A local registered office address and a local registered agent for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
  • The provision of a nominee limited partner for one year is also included in the price of this package (our nominee limited partner service is charged annually);

  • To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
  • The following hard bound copy of corporate documents, will be posted to you upon formation of your offshore company: -

  • An original certificate of incorporation;
  • A hard bound copy of the partnership agreement;
  • The minutes of the first meeting of the board of partners;
  • A completed register of partners;
  • An elegant printed membership certificates;
  • A pliers seal;
  • The general power of attorney signed by a nominee limited partner (additional fee applies);
  • Pre-signed, undated resignation letter from a nominee limited partner;
  • The agreement for the provision of a nominee service and indemnification of nominee.
  • This is our most popular package with international customers, and includes: -

    This is our most popular package with international customers, and includes: -

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    Organization Structures Business, Incorporate Your Business Online, Incorporation Services at Affordable Prices, Learn About Incorporating and How to IncorporateSetting up a Business in United Kingdom, Incorporatin Business, Forming an LLC, Incorporate online in Delaware, Nevada, London, Florida, New YorkCompany UK Formation, Online UK Company Formation Agents, Plus a Wide Range of Ready-Made Companies Available and Vintage CompaniesWhat are the Advantages of Incorporation? You Can Now Form Your UK Limited Company Online Using Our Company Registration AgentHow Do I Get Started With the Registration Process? Company Formation & Registration of Offshore Companies Incorporation ServiceUK Limited Company Formation and Offshore Companies Incorporation Service, We Provide Online New Company Formations and Offshore Readymade CorporationSetting up a Business in United Kingdom, Cheap IBC Incorporation Offshore Anonymous Banking Internet Offshore Bank AccountUK Company Formation, Online Company Registration Agent Offering Same-Day Company Formation, Business BankingServices Include Companies Formation and Administration, Trademark, Intellectual Property, Company Search ServicesAn On-Line Resource to Setting-Up a Private Limited Company Without Hiring a Solicitor or Formation AgenStarting a Business Information, Advice and Information for Starting a New Business in the UK Including UK Business Start-UpHelp in Starting Up a Business Up-to-Date Advice and Strategies, Start Your Own Business and Gain Your Independence!Incorporate a Business in Any State, London, Glasgow, Form an LLC, Conduct a Trademark Search OnlineSmall Business Resources for Starting a Small Business, Small Business Marketing
    Finance Act 1989
    1989 c. 26 - continued

    back to previous page

     

    SCHEDULE 11
    Section 94. 
     Deep Gain Securities
     
    Deep gain securities
            1.—(1) For the purposes of this Schedule a deep gain security is a redeemable security (whenever issued) which fulfils the first and second conditions.

        (2) The first condition is that, taking the security at the time it is issued and assuming redemption, the amount payable on redemption might constitute a deep gain; and if the security is capable of redemption on one of a number of occasions, this condition is fulfilled if it is fulfilled as regards any one of them.

        (3) For the purposes of sub-paragraph (2) above "redemption" does not include any redemption which may be made before maturity only at the option of the person who issued the security (and no other person).

        (4) The second condition is that the security—
       (a) is not a deep discount security (either because the amount payable on redemption is not known at issue or for some other reason),
       (b) is not a share in a company,
       (c) is not a qualifying indexed security,
       (d) is not a convertible security, and
       (e) does not fall within sub-paragraph (5), (6) or (7) below.
        (5) A security falls within this sub-paragraph if it is a gilt-edged security and—
       (a) it was issued before 14th March 1989, or
       (b) it was issued on or after that date but was issued under the same prospectus as any gilt-edged security issued before that date.
        (6) A security falls within this sub-paragraph if it is a gilt-edged security and—
       (a) it was issued under a prospectus under which no securities were issued before 14th March 1989,
       (b) it was issued otherwise than on the occasion of the original issue under the prospectus, and
       (c) all the securities issued on the occasion of the original issue under the prospectus are gilt-edged securities which are not deep gain securities.
        (7) A security falls within this sub-paragraph if it is not a gilt-edged security and was issued (at whatever time) under the same prospectus as any other security which was issued before the security in question and which is not a deep gain security.

        (8) For the purposes of this paragraph—
       (a) a deep discount security is a security which is a deep discount security for the purposes of Schedule 4 to the Taxes Act 1988,
       (b) "qualifying indexed security" has the meaning given by paragraph 2 below, and
       (c) a gilt-edged security is a security which is a gilt-edged security for the purposes of the [1979 c. 14.] Capital Gains Tax Act 1979.
        (9) For the purposes of this paragraph the amount payable on redemption of a security constitutes a deep gain if the issue price is less than the amount so payable, and the amount by which it is less represents more than—
       (a) 15 per cent. of the amount so payable, or
       (b) half Y per cent. of the amount so payable, where Y is the number of complete years between the date of issue and the redemption date.
        (10) For the purposes of this paragraph the amount payable on redemption does not include any amount payable by way of interest.
     
    Qualifying indexed securities
            2.—(1) For the purposes of paragraph 1 above a qualifying indexed security is a security which fulfils each of the conditions set out below.

        (2) The first condition is that—
       (a) the security is denominated in sterling and under the terms of issue the amount payable on redemption is determined by reference to the movement of the retail prices index,
       (b) the security is denominated in a currency other than sterling and under the terms of issue the amount payable on redemption is determined by reference to any similar general index of prices which is published by the government, or by an agent of the government, of the territory in whose currency the security is denominated, or
       (c) the security was issued before 9th June 1989 and was quoted in the official list of a recognised stock exchange on 8th June 1989, and under the terms of issue the amount payable on redemption is determined by reference to the movement of a published index of prices of shares quoted in the official list of a recognised stock exchange.
        (3) The second condition is that the terms of issue make no provision for conversion into, or redemption in, a currency other than that in which the security is denominated on issue.

        (4) The third condition is that under the terms of issue—
       (a) interest is payable on the security,
       (b) not more than one year can elapse between the day of issue and the first day on which interest becomes payable, or between any day on which interest becomes payable and the next day on which it becomes payable,
       (c) the interest payable is determined by reference to a rate which is not less than a reasonable commercial rate (judged by reference to the date of issue and by reference to securities of a similar nature to the one in question), and
       (d) the interest payable is also determined by reference to the movement of the index by reference to which the amount payable on redemption is determined.
        (5) The fourth condition is that where that index is applied to determine the amount payable on redemption or to determine interest it must, under the terms of issue, be applied precisely and without restriction.

        (6) The fifth condition is that—
       (a) the security is expressed to be issued for a definite period stated on the face of the security, and
       (b) the period so stated commences with the day of issue and is five years or more.
        (7) The sixth condition is that the terms of issue contain no provision enabling the person who holds the security for the time being to require any of the following before the expiry of a period which commences with the day of issue and which is five years or more—
       (a) the security to be repurchased by the person who issued it;
       (b) the security to be purchased by a person other than the person who issued it;
       (c) the security to be converted into another kind of security;
       (d) the security to be redeemed in circumstances other than any of the qualifying circumstances (set out in sub-paragraph (13) below).
        (8) The seventh condition is that, where the issue is handled by an agent for the person making the issue or by an underwriter, the terms on which the agent or underwriter offers the security—
       (a) contain no provision for the security to be repurchased by the person who issued it, converted into another kind of security, or redeemed, before the expiry of a period which commences with the day of issue and which is five years or more, and
       (b) contain no provision enabling the person who holds the security for the time being to require the security to be purchased, by a person other than the person who issued it, before the expiry of a period which commences with the day of issue and which is five years or more.
        (9) For the purposes of sub-paragraph (5) above "redemption" does not include any redemption which may be made before maturity only at the option of the person who issued the security (and no other person).

        (10) In a case where the amount payable on redemption, or the amount of interest, is under the terms of issue determined by reference to the movement of the index for a period (a notional period) in place of a later actual period (a process commonly known as lagging) the fourth condition shall be treated as fulfilled if the following rules are fulfilled—
       (a) under the terms of issue the notional period must start not more than eight months before the actual period starts and must end not more than eight months before the actual period ends, and
       (b) where the index is applied for the notional period it must, under the terms of issue, be applied precisely and without restriction.
        (11) In a case where the terms of issue contain provision for the amount payable on redemption to be not less than an amount stated in the terms, the provision shall not prevent the fourth condition being fulfilled if—
       (a) the security was issued before 9th June 1989, and
       (b) the amount stated does not constitute a deep gain (within the meaning given by paragraph 1(9) above).
        (12) In a case where—
       (a) the terms of issue contain provision for the amount payable on redemption in any of the qualifying circumstances (set out in sub-paragraph (13) below) to be not less than an amount stated in the terms, and
       (b) the security was issued before 9th June 1989,
    the provision shall not prevent the fourth condition being fulfilled.

        (13) For the purposes of sub-paragraphs (7) and (12) above the following are qualifying circumstances—
       (a) there is a fundamental change in the rules governing the index and the change would be detrimental to the interests of the person who holds the security for the time being;
       (b) the index ceases to be published without being replaced by a comparable index;
       (c) the person who issued the security fails to comply with the duties imposed on him by the terms of issue;
       (d) the security was issued by a company before 9th June 1989 and a person gains control of the company in pursuance of the acceptance of an offer made by that person to acquire shares in the company.
        (14) In a case where an issue is handled by an agent for the person making the issue, or by an underwriter, for the purposes of sub-paragraphs (2) to (5) and (10) above the terms of issue shall be taken to include any terms on which the agent or underwriter offers the security.

        (15) For the purposes of this paragraph the amount payable on redemption does not include any amount payable by way of interest.

        (16) For the purposes of this paragraph "control" (in relation to a company) shall be construed in accordance with section 840 of the Taxes Act 1988.
     
    Convertible securities
            3.—(1) For the purposes of paragraph 1 above a security is a convertible security if—
       (a) it was issued by a company before 9th June 1989,
       (b) under the terms of issue it can be converted into or exchanged for share capital in a company (whether or not the company is the one which issued the security), and
       (c) the condition set out in sub-paragraph (2) below is fulfilled.
        (2) The condition is that—
       (a) at some time in the qualifying period the security was quoted in the official list of a recognised stock exchange,
       (b) at some time in that period relevant share capital was so quoted, or
       (c) each of paragraphs (a) and (b) above is satisfied (though not necessarily as regards the same time).
        (3) For the purposes of sub-paragraph (2) above the qualifying period is the period of one month beginning with the day on which the security was issued.

        (4) For the purposes of sub-paragraph (2) above relevant share capital is share capital in the company into whose share capital the security can be converted or for whose share capital the security can be exchanged; and relevant share capital need not be share capital into or for which the security can be converted or exchanged.

        (5) References in this paragraph to share capital are to share capital by whatever name called.
     
    Meaning of transfer etc.
            4.—(1) This paragraph has effect for the purposes of this Schedule.

        (2) "Transfer", in relation to a security, means transfer by way of sale, exchange, gift or otherwise.

        (3) Where an agreement for the transfer of a security is made, it is transferred, and the person to whom it is agreed to be transferred becomes entitled to it, when the agreement is made and not on a later transfer made pursuant to the agreement; and "entitled", "transfer" and cognate expressions shall be construed accordingly.

        (4) A person holds a security at a particular time if he is entitled to it at the time.

        (5) A person acquires a security when he becomes entitled to it; and "acquisition" shall be construed accordingly.

        (6) If an agreement is conditional (whether on the exercise of an option or otherwise) for the purposes of sub-paragraph (3) above it is made when the condition is exercised.
     
    Charge to tax on transfer
            5.—(1) This paragraph applies if—
       (a) there is a transfer of a deep gain security on or after 14th March 1989 (irrespective of when the person making the transfer acquired it), and
       (b) the amount obtained on transfer exceeds the amount paid on acquisition.
        (2) In such a case—
       (a) an amount equal to the difference between those two amounts, less the amount of any costs, shall be treated as income of the person making the transfer,
       (b) the income shall be chargeable to tax under Case III or Case IV (as the case may be) of Schedule D,
       (c) the income shall be treated as arising in the year of assessment in which the transfer takes place, and
       (d) notwithstanding anything in sections 64 to 67 of the Taxes Act 1988, the tax shall be computed on the income arising in the year of assessment for which the computation is made.
        (3) For the purposes of this paragraph—
       (a) the amount obtained on transfer is the amount obtained, in respect of the transfer, by the person making it,
       (b) the amount paid on acquisition is the amount paid by that person in respect of his acquisition of the security (or his last acquisition of it before the transfer), and
       (c) costs are the costs incurred by that person in connection with the transfer and with his acquisition of the security (or his last acquisition of it before the transfer).
        (4) For the purposes of sub-paragraph (3)(a) above the person making the transfer shall be treated as obtaining in respect of it—
       (a) any amount he actually obtains in respect of it, and
       (b) any amount he is entitled to obtain, but does not obtain, in respect of it.
        (5) Sub-paragraph (4) above shall not apply where paragraph 7, 8 or 9 below applies.
     
    Redemption
            6.—(1) Paragraph 5 above applies where there is a redemption of a deep gain security as well as where there is a transfer.

        (2) In its application by virtue of sub-paragraph (1) above, paragraph 5 above shall have effect as if—
       (a) references to the person making the transfer were to the person who was entitled to the security immediately before redemption, and
       (b) other references to transfer were to redemption.
     
    Death
            7.—(1) Where an individual who is entitled to a security dies, for the purposes of this Schedule—
       (a) he shall be treated as transferring it to his personal representatives immediately before his death, and
       (b) he shall be treated as obtaining in respect of the transfer an amount equal to the market value of the security at the time of the transfer.
        (2) Where a security is transferred by personal representatives to a legatee, for the purposes of paragraph 5 above they shall be treated as obtaining in respect of the transfer an amount equal to the market value of the security at the time of the transfer.

        (3) In sub-paragraph (2) above "legatee" includes any person taking (whether beneficially or as trustee) under a testamentary disposition or on an intestacy or partial intestacy, including any person taking by virtue of an appropriation by the personal representatives in or towards satisfaction of a legacy or other interest or share in the deceased's property.
     
    Connected persons
            8.—(1) This paragraph applies where a security is transferred from one person to another (whether or not on or after 14th March 1989) and they are connected with each other.

        (2) For the purposes of paragraph 5 above—
       (a) the person making the transfer shall be treated as obtaining in respect of it an amount equal to the market value of the security at the time of the transfer, and
       (b) the person to whom the transfer is made shall be treated as paying in respect of his acquisition of the security an amount equal to that market value.
        (3) Section 839 of the Taxes Act 1988 (connected persons) shall apply for the purposes of this paragraph.
     
    Market value
            9.—(1) This paragraph applies where a security is transferred from one person to another (whether or not on or after 14th March 1989) and—
       (a) the transfer is made for a consideration which consists of or includes consideration not in money or money's worth, or
       (b) the transfer is made otherwise than by way of a bargain made at arm's length.
        (2) For the purposes of paragraph 5 above—
       (a) the person making the transfer shall be treated as obtaining in respect of it an amount equal to the market value of the security at the time of the transfer, and
       (b) the person to whom the transfer is made shall be treated as paying in respect of his acquisition of the security an amount equal to that market value.
     
    Underwriters
            10.—(1) An underwriting member of Lloyd's shall be treated for the purposes of this Schedule as absolutely entitled as against the trustees to the securities forming part of his premiums trust fund, his special reserve fund (if any) and any other trust fund required or authorised by the rules of Lloyd's, or required by the underwriting agent through whom his business or any part of it is carried on, to be kept in connection with the business.

        (2) Where a security forms part of a premiums trust fund at the end of 31st December of any relevant year, for the purposes of this Schedule—
       (a) the trustees of the fund shall be treated as transferring it on that day, and
       (b) they shall be treated as obtaining in respect of the transfer an amount equal to the market value of the security at the time of the transfer;
    and for this purpose relevant years are 1989 and subsequent years.

        (3) Where a security forms part of a premiums trust fund at the beginning of 1st January of any relevant year, for the purposes of this Schedule—
       (a) the trustees of the fund shall be treated as acquiring it on that day, and
       (b) they shall be treated as paying in respect of the acquisition an amount equal to the market value of the security at the time of the acquisition;
    and for this purpose relevant years are 1990 and subsequent years.

        (4) Sub-paragraph (5) below applies where the following state of affairs exists at the beginning of 1st January of any year or the end of 31st December of any year—
       (a) securities have been transferred by the trustees of a premiums trust fund in pursuance of an arrangement mentioned in section 129(1) or (2) of the Taxes Act 1988,
       (b) the transfer was made to enable another person to fulfil a contract or to make a transfer,
       (c) securities have not been transferred in return, and
       (d) section 129(3) of that Act applies to the transfer made by the trustees.
        (5) The securities transferred by the trustees shall be treated for the purposes of sub-paragraphs (2) and (3) above as if they formed part of the premiums trust fund at the beginning of 1st January concerned or the end of 31st December concerned (as the case may be).

        (6) Paragraph 7(1) above shall not apply where the individual concerned is an underwriting member of Lloyd's and the security concerned forms part of a premiums trust fund, a special reserve fund or any other trust fund required or authorised by the rules of Lloyd's, or required by the underwriting agent through whom the individual's business or any part of it is carried on, to be kept in connection with the business.

        (7) In a case where an amount treated as income chargeable to tax by virtue of paragraph 5(2) above constitutes profits or gains mentioned in section 450(1) of the Taxes Act 1988—
       (a) section 450(1)(b) shall apply, and
       (b) paragraph 5(2)(c) above shall not apply.
        (8) For the purpose of computing income tax for the year 1987-88 sub-paragraph (7) above shall have effect as if—
       (a) the reference to section 450(1) of the Taxes Act 1988 were to paragraph 2 of Schedule 16 to the [1973 c. 51.] Finance Act 1973, and
       (b) the reference to section 450(1)(b) were to paragraph 2(b) of that Schedule.
        (9) In this paragraph "business" and "premiums trust fund" have the meanings given by section 457 of the Taxes Act 1988.
     
    Trustees
            11.—(1) Where on a transfer or redemption of a security by trustees an amount is treated as income chargeable to tax by virtue of paragraph 5 above, the rate at which it is chargeable shall be a rate equal to the sum of the basic rate and the additional rate for the year of assessment in which the transfer is made.

        (2) Where the trustees are trustees of a scheme to which section 469 of the Taxes Act 1988 applies, sub-paragraph (1) above shall not apply if or to the extent that the amount is treated as income in the accounts of the scheme.
     
    Foreign currency
            12.—(1) Where, for the purposes of paragraph 5 above and apart from this paragraph, the amount obtained on transfer would be an amount expressed in a currency other than sterling, it shall be treated for those purposes as the sterling equivalent on the day of the transfer of the amount so expressed.

        (2) Where, for the purposes of paragraph 5 above and apart from this paragraph, the amount paid on acquisition would be an amount expressed in a currency other than sterling, it shall be treated for those purposes as the sterling equivalent on the day of the acquisition of the amount so expressed.

        (3) Where, for the purposes of paragraph 5 above and apart from this paragraph, the amount of the costs incurred by a person in connection with a transfer would be an amount expressed in a currency other than sterling, it shall be treated for those purposes as the sterling equivalent on the day of the transfer of the amount so expressed.

        (4) Where, for the purposes of paragraph 5 above and apart from this paragraph, the amount of the costs incurred by a person in connection with an acquisition would be an amount expressed in a currency other than sterling, it shall be treated for those purposes as the sterling equivalent on the day of the acquisition of the amount so expressed.

        (5) In sub-paragraphs (1) and (3) above "transfer" includes "redemption".

        (6) For the purposes of this paragraph the sterling equivalent of an amount on a particular day is the sterling equivalent calculated by reference to the London closing rate of exchange for that day.
     
    Receipts in United Kingdom
            13.—(1) Sub-paragraph (2) below applies where—
       (a) by virtue of paragraph 5(2) above an amount is treated as income of a person and as chargeable to tax under Case IV of Schedule D, and
       (b) the person satisfies the Board, on a claim in that behalf, that he is not domiciled in the United Kingdom, or that (being a Commonwealth citizen or a citizen of the Republic of Ireland) he is not ordinarily resident in the United Kingdom.
        (2) In such a case—
       (a) any amounts received in the United Kingdom in respect of the amount treated as income shall be treated as income arising in the year of assessment in which they are so received, and
       (b) paragraph 5(2) above shall have effect with the substitution of paragraph (a) above for paragraph 5(2)(c).
        (3) For the purposes of sub-paragraph (2) above—
       (a) there shall be treated as received in the United Kingdom all amounts paid, used or enjoyed in, or in any manner or form transmitted or brought to, the United Kingdom, and
       (b) subsections (6) to (9) of section 65 of the Taxes Act 1988 shall apply as they apply for the purposes of subsection (5) of that section.
     
    Retirement benefit schemes
            14.    In a case where—
       (a) paragraph 5 above would apply (apart from this paragraph) to a transfer or redemption of a security, and
       (b) immediately before the transfer or redemption was made the security was held for the purposes of an exempt approved scheme (within the meaning of Chapter I of Part XIV of the Taxes Act 1988),
    that paragraph shall not apply to the transfer or redemption.
     
    Charities
            15.—(1) In a case where—
       (a) paragraph 5 above would apply (apart from this paragraph) to a transfer or redemption of a security,
       (b) immediately before the transfer or redemption was made the security was held by a charity, and
       (c) the amount which would (apart from this paragraph) be treated as income by virtue of paragraph 5 above is applicable and applied for charitable purposes,
    that paragraph shall not apply to the transfer or redemption.

        (2) In this paragraph "charity" has the same meaning as in section 506 of the Taxes Act 1988.
     
    Stock lending
            16.    In a case where—
       (a) a security is the subject of a transfer which falls within section 129(3) of the Taxes Act 1988, and
       (b) paragraph 5 above would apply to the transfer (apart from this paragraph),
    that paragraph shall not apply to the transfer.
     
    Accrued income scheme
            17.    In a case where—
       (a) a security is the subject of a transfer to which paragraph 5 above applies, and
       (b) apart from this paragraph, the transfer would be a transfer for the purposes of sections 710 to 728 of the Taxes Act 1988,
    the transfer shall not be a transfer for those purposes.
     
    Other provisions excluded
            18.    In a case where paragraph 5 above applies to the redemption of a security, sections 123 and 348 to 350 of the Taxes Act 1988 shall not apply to any proceeds of the redemption.
     
    Identification of securities
            19.    Section 88 of the [1982 c. 39.] Finance Act 1982 shall apply to the identification, for the purposes of this Schedule, of deep gain securities transferred or redeemed as it applies to the identification, for the purposes of capital gains tax, of deep discount securities disposed of.
     
    Gilts: special rules
            20.—(1) In a case where—
       (a) securities have been issued under a prospectus under which no securities were issued before 14th March 1989,
       (b) some of the securities issued under the prospectus are gilt-edged securities which are would-be deep gain securities,
       (c) some of the securities issued under the prospectus are gilt-edged securities which are not would-be deep gain securities, and
       (d) there is a time when the aggregate nominal value of the securities falling within paragraph (b) above (at that time) exceeds the aggregate nominal value of the securities falling within paragraph (c) above (at that time),
    sub-paragraph (2) below shall apply in relation to any gilt-edged security which has been or is issued under the prospectus at any time (whether before, at or after the time mentioned in paragraph (d) above).

        (2) As regards any event occurring in relation to the security after the time mentioned in sub-paragraph (1)(d) above, paragraphs 5 to 19 above shall have effect as if—
       (a) the security were a deep gain security, and
       (b) it had been acquired as such (whatever the time it was acquired).
        (3) For the purposes of sub-paragraph (1) above a would-be deep gain security is a security which would be a deep gain security apart from paragraph 1(6) above.

        (4) In sub-paragraph (1) above "gilt-edged security" has the same meaning as in paragraph 1 above.

        (5) For the purposes of sub-paragraph (2) above events, in relation to a security, include anything constituting a transfer or acquisition for the purposes of this Schedule.
     
    Non-gilts: special rules
            21.—(1) In a case where—
       (a) all the securities issued on the occasion of the original issue under a particular prospectus (whatever the time of the issue) are neither gilt-edged securities nor deep gain securities,
       (b) some of the securities issued under the prospectus are not gilt-edged securities but are new would-be deep gain securities, and
       (c) there is a time when the aggregate nominal value of the securities falling within paragraph (b) above (at that time) exceeds the aggregate nominal value of the securities which (looking at the state of affairs at that time) have been issued under the prospectus and are neither gilt-edged securities nor new would-be deep gain securities,
    sub-paragraph (2) below shall apply in relation to any security which is not a gilt-edged security but which has been or is issued under the prospectus at any time (whether before, at or after the time mentioned in paragraph (c) above).

        (2) As regards any event occurring in relation to the security after the time mentioned in sub-paragraph (1)(c) above, paragraphs 5 to 19 above shall have effect as if—
       (a) the security were a deep gain security, and
       (b) it had been acquired as such (whatever the time it was acquired).
        (3) For the purposes of sub-paragraph (1) above a new would-be deep gain security is a security which—
       (a) would be a deep gain security apart from paragraph 1(7) above, and
       (b) was issued on or after 14th March 1989.
        (4) In sub-paragraph (1) above "gilt-edged security" has the same meaning as in paragraph 1 above.

        (5) For the purposes of sub-paragraph (2) above events, in relation to a security, include anything constituting a transfer or acquisition for the purposes of this Schedule.
     
    Indexed securities: special rules
            22.—(1) Sub-paragraph (2) below applies where—
       (a) a qualifying indexed security has been issued,
       (b) the person by whom it was issued and the person for the time being holding it make an agreement, on or after 14th March 1989, varying the terms under which it is held, and
       (c) the terms as varied are such that, had the security been issued on those terms, it would be a deep gain security.
        (2) As regards any event occurring in relation to the security after the agreement is made, paragraphs 5 to 19 above shall have effect as if—
       (a) the security were a deep gain security, and
       (b) it had been acquired as such (whatever the time it was acquired).
        (3) For the purposes of sub-paragraph (2) above events, in relation to a security, include anything constituting a transfer or acquisition for the purposes of this Schedule.

        (4) In this paragraph "qualifying indexed security" has the meaning given by paragraph 2 above.
     
    Power to modify
            23.—(1) The Treasury may make regulations amending paragraph 2 above so as to do one or more of the following—
       (a) vary any condition for the time being set out in that paragraph;
       (b) omit any condition for the time being so set out;
       (c) add a new condition to any for the time being so set out;
       (d) substitute a condition or conditions for any condition or conditions for the time being so set out.
        (2) Regulations under sub-paragraph (1) above—
       (a) shall be made by statutory instrument subject to annulment in pursuance of a resolution of the House of Commons,
       (b) shall apply where there is a transfer within the meaning of this Schedule, or a redemption, on or after such day as may be specified in the regulations, and
       (c) may include such supplementary, incidental, consequential or transitional provisions as appear to the Treasury to be necessary or expedient.
     
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