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
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Further information
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
Usefull links
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 :-****
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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.
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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: -
1.(1) This paragraph and paragraphs 2 and 3 below have effect for the purposes of this Schedule and sections 163 and 164.
(2) In the provisions referred to above
"commercial association of companies" means a company together with such of its associated companies, within the meaning of section 416 of the Taxes Act, as carry on businesses which are of such a nature that the businesses of the company and the associated companies taken together may be reasonably considered to make up a single composite undertaking;
"family company" means, in relation to an individual, a company the voting rights in which are
(i) as to not less than 25 per cent. exercisable by the individual, or
(ii) as to more than 50 per cent. exercisable by the individual or a member of his family and, as to not less than 5 per cent. exercisable by the individual himself;
"family" means, in relation to an individual, the husband or wife of the individual and a relative of the individual or of the individual's husband or wife and, for this purpose, "relative" means brother, sister, ancestor or lineal descendant;
"full-time working director", in relation to one or more companies, means a director who is required to devote substantially the whole of his time to the service of that company or, as the case may be, those companies taken together, in a managerial or technical capacity;
"group of companies" means a company which has one or more 51 per cent. subsidiaries, together with those subsidiaries;
"holding company" means a company whose business (disregarding any trade carried on by it) consists wholly or mainly of the holding of shares or securities of one or more companies which are its 51 per cent. subsidiaries;
"permitted period" means a period of one year or such longer period as the Board may, in any particular case, by notice allow;
"trade", "profession", "vocation", "office" and "employment" have the same meaning as in the Income Tax Acts;
"trading company" means a company whose business consists wholly or mainly of the carrying on of a trade or trades;
"trading group" means a group of companies the business of whose members, taken together, consists wholly or mainly of the carrying on of a trade or trades.
(3) For the purposes of sub-paragraph (2) above, voting rights exercisable by trustees of a settlement are to be treated as voting rights exercisable by a member of the family of an individual if
(a) the individual or any member of his family is a beneficiary under the settlement; and
(b) no one, other than the individual or a member of his family, is for the time being entitled under the settlement to receive any capital or income of the settled property; and
(c) the terms of the settlement are such that no one other than the individual or a member of his family can become entitled to capital or income except upon the failure (for whatever reason) of the individual or a member of his family to become so entitled.
(4) Any reference in sub-paragraph (3) above to a person being or becoming entitled to any capital or income of the settled property includes a reference to a person
(a) whose entitlement is subject to a power which could be so exercised as to require all or any of the capital or income in question to be paid to some other person; or
(b) whose entitlement depends upon his exercising a power in his own favour.
2.(1) For the purposes of the provisions referred to in paragraph 1(1) above, where, as part of a reorganisation, within the meaning of section 126, there is a disposal of shares or securities of a company and, apart from this sub-paragraph, the shares disposed of and the new holding (as defined in that section) would fall to be treated, by virtue of section 127, as the same asset, section 127 shall not apply if the individual concerned so elects or, in the case of a trustees' disposal, if the trustees and the individual concerned jointly so elect; and an election under this sub-paragraph shall be made by notice given to the Board not more than 2 years after the end of the year of assessment in which the disposal occurred.
(2) In sub-paragraph (1) above, the reference to a reorganisation, within the meaning of section 126, includes a reference to an exchange of shares or securities which is treated as such a reorganisation by virtue of section 135(3).
3.(1) A person who has been concerned in the carrying on of a business shall be treated as having retired on ill-health grounds if, on production of such evidence as the Board may reasonably require, the Board are satisfied
(a) that he has ceased to be engaged in and, by reason of ill-health, is incapable of engaging in work of the kind which he previously undertook in connection with that business; and
(b) that he is likely to remain permanently so incapable.
(2) In sub-paragraph (1) above, the reference to a person being concerned in the carrying on of a business is a reference to his being so concerned personally or as a member of a partnership carrying on the business; and the business which is relevant for the purposes of the provisions referred to in paragraph 1(1) above is that referred to
(a) in subsection (3) or subsection (4) of section 163 in relation to a material disposal of business assets;
(b) in subsection (5) of section 164 in relation to a trustees' disposal; and
(c) in subsection (7) of section 164 in relation to an associated disposal.
(3) A person who has been a full-time working director of a company or of two or more companies shall be treated as having retired on ill-health grounds if, on production of such evidence as the Board may reasonably require, the Board are satisfied
(a) that he has ceased to serve and, by reason of ill-health, is incapable of serving that company or, as the case may be, those companies in a managerial or technical capacity; and
(b) that he is likely to remain permanently incapable of serving in such a capacity that company or those companies (as the case may be) or any other company engaged in business of a kind carried on by that company or those companies.
(4) In relation to an employee's disposal, a person who has been exercising any office or employment shall be treated as having retired on ill-health grounds if, on production of such evidence as the Board may reasonably require, the Board are satisfied
(a) that he has ceased to exercise and, by reason of ill-health, is incapable of exercising that office or employment; and
(b) that he is likely to remain permanently so incapable.
4.(1) In this Schedule
(a) "material disposal of business assets" has the same meaning as in section 163;
(b) "employee's disposal" means a disposal falling within subsection (1) of section 164;
(c) "trustees' disposal" means a disposal falling within subsection (3) of section 164 and, in relation to such a disposal, "the qualifying beneficiary" has the meaning assigned to it by paragraph (b) of that subsection;
(d) "associated disposal" has the meaning assigned to it by section 164(7);
and "qualifying disposal" means any of the disposals referred to in paragraphs (a) to (d) above.
(2) Any reference in this Schedule to the qualifying period is a reference to the period of at least one year which
(a) in relation to a material disposal of business assets, is referred to in subsection (3), subsection (4)(a) or subsection (5) (as the case may require) of section 163;
(b) in relation to an employee's disposal, is referred to in section 164(2)(a);
(c) in relation to a trustees' disposal, is referred to in subsection (4) or subsection (5) (as the case may require) of section 164;
and, in relation to an associated disposal, any reference in this Schedule to the qualifying period is a reference to that period which is the qualifying period in relation to the material disposal of business assets with which the associated disposal is associated in accordance with section 164(7).
(3) In relation to a qualifying disposal, any reference in this Schedule to the amount available for relief is a reference to the amount determined in accordance with paragraphs 13 to 16 below.
Part II
The operation of the relief
Disposals on which relief may be given
5.(1) Relief in accordance with this Schedule shall not be given in respect of any disposal unless the qualifying period relating to that disposal ends on or after 6th April 1985.
(2) Except in the case of a disposal which is made by an individual who has attained the age of 55, relief in accordance with this Schedule shall be given only on the making of a claim not later than 2 years after the end of the year of assessment in which the disposal occurred.
(3) In the case of a trustees' disposal, relief in accordance with this Schedule shall be given only on a claim made jointly by the trustees and the beneficiary concerned.
(4) Where a claim for relief in accordance with this Schedule is dependent upon an individual having retired on ill-health grounds below the age of 55, the claim shall be made to the Board.
Gains qualifying for relief
6. Subject to paragraphs 9 and 10 below, in the case of any qualifying disposal other than one of shares or securities of a company, the gains accruing to the individual or, in the case of a trustees' disposal, the trustees on the disposal of chargeable business assets comprised in the qualifying disposal shall be aggregated, and only so much of that aggregate as exceeds the amount available for relief shall be chargeable gains (but not so as to affect liability in respect of gains accruing on the disposal of assets other than chargeable business assets).
7.(1) Subject to paragraphs 9 to 11 below, in the case of a qualifying disposal of shares or securities of a trading company which is not a holding company,
(a) the gains which on the disposal accrue to the individual or, as the case may be, the trustees shall be aggregated, and
(b) of the appropriate proportion of the aggregated gains, only so much as exceeds the amount available for relief shall constitute chargeable gains (but not so as to affect liability in respect of gains representing the balance of the aggregated gains).
(2) For the purposes of sub-paragraph (1)(b) above, "the appropriate proportion" is that which that part of the value of the company's chargeable assets immediately before the end of the qualifying period which is attributable to the value of the company's chargeable business assets bears to the whole of that value, but, in the case of a company which has no chargeable assets, "the appropriate proportion" is the whole.
(3) For the purposes of this paragraph, every asset is a chargeable asset except one, on the disposal of which by the company immediately before the end of the qualifying period, no gain accruing to the company would be a chargeable gain.
8.(1) Subject to paragraphs 9 to 11 below, in the case of a qualifying disposal of shares or securities of a holding company
(a) the gains which on the disposal accrue to the individual or, as the case may be, the trustees shall be aggregated, and
(b) of the appropriate proportion of the aggregated gains, only so much as exceeds the amount available for relief shall constitute chargeable gains (but not so as to affect liability in respect of gains representing the balance of the aggregated gains).
(2) For the purposes of sub-paragraph (1)(b) above, "the appropriate proportion" is that which that part of the value of the trading group's chargeable assets immediately before the end of the qualifying period which is attributable to the value of the trading group's chargeable business assets bears to the whole of that value; but, in the case of a trading group which has no chargeable assets, "the appropriate proportion" is the whole.
(3) For the purposes of sub-paragraph (2) above
(a) any reference to the trading group's chargeable assets or chargeable business assets is a reference to the chargeable assets or, as the case may be, chargeable business assets of every member of the trading group; and
(b) subject to paragraph (c) below, every asset is a chargeable asset except one, on the disposal of which by the member of the group concerned immediately before the end of the qualifying period no gain accruing to that member would be a chargeable gain; and
(c) a holding by one member of the trading group of the ordinary share capital of another member of the group is not a chargeable asset.
(4) Where the whole of the ordinary share capital of a 51 per cent. subsidiary of the holding company is not owned directly or indirectly by that company, then, for the purposes of sub-paragraph (2) above, the value of the chargeable assets and chargeable business assets of that subsidiary shall be taken to be reduced by multiplying it by a fraction of which the denominator is the whole of the ordinary share capital of the subsidiary and the numerator is the amount of that share capital owned, directly or indirectly, by the holding company.
(5) Expressions used in sub-paragraph (4) above have the same meaning as in section 838 of the Taxes Act (subsidiaries).
9.(1) If, in the case of a trustees' disposal, there is, in addition to the qualifying beneficiary, at least one other beneficiary who, at the end of the qualifying period, has an interest in possession in the whole of the settled property or, as the case may be, in a part of it which consists of or includes the shares, securities or asset which is the subject matter of the disposal, only the relevant proportion of the gain which accrues to the trustees on the disposal shall be brought into account under paragraph 6, paragraph 7 or paragraph 8 above (as the case may require) and the balance of the gain shall, accordingly, be a chargeable gain.
(2) For the purposes of sub-paragraph (1) above, the relevant proportion is that which, at the end of the qualifying period, the qualifying beneficiary's interest in the income of the part of the settled property comprising the shares, securities or asset in question bears to the interests in that income of all the beneficiaries (including the qualifying beneficiary) who then have interests in possession in that part.
(3) The reference in sub-paragraph (2) above to the qualifying beneficiary's interest is a reference to the interest by virtue of which he is the qualifying beneficiary and not to any other interest he may hold.
10.(1) If, in the case of an associated disposal
(a) the asset in question was in use for the purposes of a business as mentioned in section 164(7)(c) for only part of the period in which it was in the ownership of the individual making the disposal, or
(b) for any part of the period in which the asset in question was in use for the purposes of a business as mentioned in section 164(7)(c), the individual making the disposal was not concerned in the carrying on of that business (whether personally, as a member of a partnership or as a full-time working director of any such company as is referred to in section 163(3)(b)), or
(c) for the whole or any part of the period in which the asset in question was in use for the purposes of a business as mentioned in section 164(7)(c), its availability for that use was dependent upon the payment of rent,
only such part of the gain which accrues on the disposal as appears to the Board to be just and reasonable shall be brought into account under paragraph 6, paragraph 7 or paragraph 8 above (as the case may require) and the balance of the gain shall, accordingly, be a chargeable gain.
(2) In determining how much of a gain it is just and reasonable to bring into account as mentioned in sub-paragraph (1) above, the Board shall have regard to the length of the period the asset was in use as mentioned in that sub-paragraph and the extent to which any rent paid was less than the amount which would have been payable in the open market for the use of the asset.
(3) In sub-paragraphs (1) and (2) above "rent" includes any form of consideration given for the use of the asset.
11.(1) This paragraph applies where
(a) there is a material disposal of business assets or a trustees' disposal which (in either case) consists of a disposal which the individual or trustees is or are treated as making by virtue of section 122 in consideration of a capital distribution; and
(b) the capital distribution consists wholly of chargeable business assets of the company or partly of such assets and partly of money or money's worth.
(2) Where the capital distribution consists wholly of chargeable business assets, no relief shall be given under this Schedule in respect of the gains accruing on the disposal.
(3) Where the capital distribution consists only partly of chargeable business assets, the gains accruing on the disposal (aggregated as mentioned in paragraph 7(1)(a) or paragraph 8(1)(a) above) shall be reduced for the purposes of this Schedule by multiplying them by the fraction
A
B
where
A is the part of the capital distribution which does not consist of chargeable business assets; and B is the entire capital distribution;
and it shall be to that reduced amount of aggregated gains that, in accordance with sub-paragraph (1)(b) of paragraph 7 or, as the case may be, paragraph 8 above, the appropriate proportion determined under sub-paragraph (2) of that paragraph shall be applied.
(4) Any question whether or to what extent a capital distribution consists of chargeable business assets shall be determined by reference to the status of the assets immediately before the end of the qualifying period.
12.(1) Subject to paragraphs 9 to 11 above, in arriving at the aggregate gains under any of paragraphs 6, 7(1) and 8(1) above
(a) the respective amounts of the gains shall be computed in accordance with the provisions of this Act fixing the amount of chargeable gains, and
(b) any allowable loss which accrues on the qualifying disposal concerned shall be deducted,
and the provisions of this Schedule shall not affect the computation of the amount of any allowable loss.
(2) Subject to the following provisions of this paragraph, in paragraphs 6 to 11 above, "chargeable business asset" means an asset (including goodwill but not including shares or securities or other assets held as investments) which is, or is an interest in, an asset used for the purposes of a trade, profession, vocation, office or employment carried on by
(a) the individual concerned; or
(b) that individual's family company; or
(c) a member of a trading group of which the holding company is that individual's family company; or
(d) a partnership of which the individual concerned is a member.
(3) An asset is not a chargeable business asset if, on the disposal of it, no gain which might accrue would be a chargeable gain.
(4) In relation to a trustees' disposal, references in sub-paragraph (2) above to the individual shall be construed as references to the beneficiary concerned.
(5) Sub-paragraph (6) below applies if
(a) a qualifying disposal falling within paragraph 7 or paragraph 8 above is a disposal which the individual or trustees concerned is or are treated as making by virtue of section 122 in consideration of a capital distribution; and
(b) not later than 2 years after the end of the year of assessment in which the individual or the trustees received the capital distribution, the individual or trustees by notice to the inspector elects or elect that that sub-paragraph should apply.
(6) If, in a case where this sub-paragraph applies in relation to a qualifying disposal, any part of the assets of the company concerned consists, as at the end of the qualifying period, of the proceeds of the sale of an asset sold not more than 6 months before the end of that period, then, sub-paragraph (2) above and paragraph 7 or, as the case may be, paragraph 8 above shall have effect as if, at that time
(a) the asset remained the property of the company and was in use for the purposes for which it was used before its sale; and
(b) the proceeds of sale of the asset did not form part of the assets of the company.
The amount available for relief: the basic rule
13.(1) Subject to the following provisions of this Part of this Schedule, on a qualifying disposal by an individual the amount available for relief by virtue of sections 163 and 164 is an amount equal to the aggregate of
(a) so much of the gains qualifying for relief as do not exceed the appropriate percentage of £150,000; and
(b) one half of so much of those gains as exceed the appropriate percentage of £150,000 but do not exceed that percentage of £600,000;
and for the purposes of this sub-paragraph "the appropriate percentage" is a percentage determined according to the length of the qualifying period which is appropriate to the disposal on a scale rising arithmetically from 10 per cent. where that period is precisely one year to 100 per cent. where it is 10 years.
(2) In sub-paragraph (1) above "the gains qualifying for relief" means, in relation to any qualifying disposal, so much of the gains accruing on that disposal (aggregated under paragraph 6, 7(1)(a) or 8(1)(a) above) as would, by virtue of this Schedule, not be chargeable gains if
(a) sub-paragraph (1) above had specified as the amount available for relief a fixed sum in excess of those aggregate gains; and
(b) paragraphs 14 to 16 below were disregarded.
(3) The amount available for relief by virtue of section 164 on a trustees' disposal shall be determined, subject to sub-paragraph (4) below, in accordance with sub-paragraph (1) above on the assumption that the trustees' disposal is a qualifying disposal by the qualifying beneficiary.
(4) If, on the same day, there is both a trustees' disposal and a material disposal of business assets by the qualifying beneficiary, the amount available for relief shall be applied to the beneficiary's disposal in priority to the trustees' disposal.
Aggregation of earlier business periods
14.(1) If, apart from this paragraph, the qualifying period appropriate to a qualifying disposal ("the original qualifying period") would be less than 10 years but throughout some period ("the earlier business period") which
(a) ends not earlier than 2 years before the beginning of the original qualifying period, and
(b) falls, in whole or in part, within the period of 10 years ending at the end of the original qualifying period,
the individual making the disposal or, as the case may be, the relevant beneficiary was concerned in the carrying on of another business ("the previous business") then, for the purpose of determining the amount available for relief on the qualifying disposal, the length of the qualifying period appropriate to that disposal shall be redetermined on the assumptions and subject to the provisions set out below.
(2) For the purposes of the redetermination referred to in sub-paragraph (1) above, it shall be assumed that the previous business is the same business as the business at retirement and, in the first instance, any time between the end of the earlier business period and the beginning of the qualifying period shall be disregarded (so that those 2 periods shall be assumed to be one continuous period).
(3) The reference in sub-paragraph (1) above to a person being concerned in the carrying on of a business is a reference to his being so concerned personally or as a member of a partnership or, if the business was owned by a company, then as a full-time working director of that company or, as the case may be, of any member of the group or commercial association of which it is a member; and the reference in sub-paragraph (2) above to the business at retirement is a reference to that business which, in relation to the qualifying disposal, is referred to
(a) in subsection (3), subsection (4) or subsection (5) of section 163 where the qualifying disposal is a material disposal of business assets;
(b) in subsection (5) of section 164 where that disposal is a trustees' disposal; and
(c) in subsection (7) of section 164 where that disposal is an associated disposal.
(4) Any extended qualifying period resulting from the operation of subparagraph (2) above shall not begin earlier than the beginning of the period of 10 years referred to in sub-paragraph (1)(b) above.
(5) If the earlier business period ended before the beginning of the original qualifying period, any extended qualifying period which would otherwise result from the operation of the preceding provisions of this paragraph shall be reduced by deducting therefrom a period equal to that between the ending of the earlier business period and the beginning of the original qualifying period.
(6) Where there is more than one business which qualifies as the previous business and, accordingly, more than one period which qualifies as the earlier business period, this paragraph shall apply first in relation to that one of those businesses in which the individual in question was last concerned and shall then again apply (as if any extended qualifying period resulting from the first application were the original qualifying period) in relation to the next of those businesses and so on.
Relief given on earlier disposal
15.(1) In any case where
(a) an individual makes a qualifying disposal or is the qualifying beneficiary in relation to a trustees' disposal, and
(b) relief has been (or falls to be) given under this Schedule in respect of an earlier disposal which was either a qualifying disposal made by the individual or a trustees' disposal in respect of which he was the qualifying beneficiary,
the amount which, apart from this paragraph, would be the amount available for relief on the disposal mentioned in paragraph (a) above shall not exceed the limit in sub-paragraph (3) below.
(2) In the following provisions of this paragraph
(a) the disposal falling within sub-paragraph (1)(a) above is referred to as "the later disposal"; and
(b) the disposal falling within sub-paragraph (1)(b) above or, if there is more than one such disposal, each of them is referred to as "the earlier disposal".
(3) The limit referred to in sub-paragraph (1) above is the difference between
(a) the amount which would be available for relief on the later disposal
(i) if the gains qualifying for relief on that disposal were increased by the amount of the underlying gains relieved on the earlier disposal (or the aggregate amount of the underlying gains relieved on all the earlier disposals, as the case may be); and
(ii) if the qualifying period appropriate to the later disposal (as redetermined where appropriate under paragraph 14 above) were extended by the addition of a period equal to so much (if any) of the qualifying period appropriate to the earlier disposal (or, as the case may be, to each of the earlier disposals) as does not already fall within the qualifying period appropriate to the later disposal; and
(b) the amount of relief given under this Schedule on the earlier disposal or, as the case may be, the aggregate of the relief so given on all the earlier disposals.
(4) Where there is only one earlier disposal, or where there are 2 or more such disposals but none of them took place on or after 6th April 1988, then, for the purposes of sub-paragraph (3)(a)(i) above
(a) if the earlier disposal took place on or after 6th April 1988, the amount of the underlying gains relieved on that disposal is the aggregate of
(i) so much of the gains qualifying for relief on that disposal as were, by virtue of paragraph 13(1)(a) above, not chargeable gains; and
(ii) twice the amount of so much of those gains as were, by virtue of paragraph 13(1)(b) above, not chargeable gains; and
(b) if the earlier disposal took place before 6th April 1988, the amount of the underlying gains relieved on that disposal (or on each such disposal) is so much of the gains qualifying for relief on that disposal as were, by virtue of paragraph 13 of Schedule 20 to the [1985 c. 54.] Finance Act 1985, not chargeable gains.
(5) Where there are 2 or more earlier disposals and at least one of them took place on or after 6th April 1988, then, for the purposes of sub-paragraph (3)(a)(i) above, the aggregate amount of the underlying gains relieved on all those disposals shall be determined as follows
(a) it shall be assumed for the purposes of paragraph (b) below
(i) that the amount which resulted from the calculation under sub-paragraph (3)(a) above on the last of those disposals ("the last disposal") was the amount of the gains qualifying for relief on that disposal which were, by virtue of this Schedule, not chargeable gains (the "gains actually relieved");
(ii) that the qualifying period appropriate to that disposal (as redetermined where appropriate under paragraph 14 above) was that period as extended in accordance with sub-paragraph (3)(a)(ii) above; and
(iii) that the last disposal was the only earlier disposal;
(b) there shall then be ascertained in accordance with paragraph 13(1) above (but on the assumptions in paragraph (a) above)
(i) how much of the gains actually relieved would, by virtue of paragraph 13(1)(a) above, not have been chargeable gains; and
(ii) how much of those gains would, by virtue of paragraph 13(1)(b) above, not have been chargeable gains; and
(c) the aggregate amount of the underlying gains relieved on all the earlier disposals is the sum of
(i) the amount ascertained under paragraph (b)(i) above; and
(ii) twice the amount ascertained under paragraph (b)(ii) above.
(6) In this paragraph "the gains qualifying for relief" has the meaning given by paragraph 13(2) above.
(7) References in this paragraph to relief given under this Schedule include references to relief given under section 34 of the [1965 c. 25.] Finance Act 1965 or section 124 of the 1979 Act; and
(a) in relation to relief given under either of those sections, paragraph (b) of sub-paragraph (1) above shall have effect as if, for the words from "which was" onwards, there were substituted "made by the individual" and
(b) for the purpose of determining the limit in sub-paragraph (3) above where the earlier disposal (or any of the earlier disposals) was a disposal in respect of which relief was given under either of those sections
(i) the underlying gains relieved on that disposal shall (subject to sub-paragraph (5) above) be taken to be gains of an amount equal to the relief given under the section in question in respect of that disposal; and
(ii) the reference in sub-paragraph (3)(a)(ii) above to the qualifying period appropriate to the earlier disposal shall be taken to be a reference to the qualifying period within the meaning of the section in question.
Aggregation of spouse's interest in the business
16.(1) In any case where
(a) an individual makes a material disposal of business assets, and
(b) the subject matter of that disposal (whether business, assets or shares or securities) was acquired, in whole or in part, from that individual's spouse, and
(c) that acquisition was either under the will or intestacy of the spouse or by way of lifetime gift and in the year of assessment in which occurred the spouse's death or, as the case may be, the lifetime gift, the individual and his spouse were living together, and
(d) as a result of the acquisition the individual acquired the whole of the interest in the business, assets, shares or securities concerned which, immediately before the acquisition or, as the case may be, the spouse's death, was held by the spouse, and
(e) not later than 2 years after the end of the year of assessment in which the material disposal occurred, the individual elects that this paragraph should apply,
the period which, apart from this paragraph, would be the qualifying period appropriate to that disposal shall be extended by assuming that, in the conditions which under section 163 are the relevant conditions applicable to the disposal, any reference to the individual were a reference either to the individual or his spouse.
(2) An election under sub-paragraph (1)(e) above shall be made by notice to the inspector.
(3) Where the acquisition referred to in sub-paragraph (1)(c) above was by way of lifetime gift, the amount available for relief on the material disposal concerned, having regard to the extension of the qualifying period under sub-paragraph (1) above, shall not exceed the limit specified in sub-paragraph (4) below.
(4) The limit referred to in sub-paragraph (3) above is the amount which would have been available for relief on the material disposal if
(a) the lifetime gift had not occurred; and
(b) the material disposal had been made by the spouse; and
(c) anything done by the individual in relation to the business concerned after the lifetime gift was in fact made had been done by the spouse.
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