Section 1115 — Corporation Tax Act 2010: “New consideration”

“New consideration” 1115 1 In this Part, unless the context otherwise requires—

a “ new consideration ” means consideration not provided (directly or indirectly) out of assets of the company, and b in particular, “ new consideration ” does not include amounts retained by the company by way of capitalising a distribution. But paragraph (a) is subject to the other subsections of this section.

2 Subsection (3) applies if—

a share capital has been issued at a premium representing new consideration, and b any part (“the applied part”) of that premium is afterwards applied in paying up share capital.

3 The applied part of the premium is also treated as new consideration for that share capital. But the premium is not so treated so far as it has been taken into account under section 1025(2) so as to enable a distribution to be treated as a repayment of share capital.

4 The general rule is that no consideration derived from the value of any share capital or security of a company, or from voting or other rights in a company, is to be treated for the purposes of this Part as new consideration.

5 The general rule in subsection (4) applies unless the consideration consists of—

a money or value received from the company as a non-CD distribution, b money received from the company as a payment which for the purposes of this Part constitutes a repayment of the share capital in question, or of the principal secured by the security in question, or c the giving up of the right to the share capital or security on its cancellation, extinguishment or acquisition by the company. This is subject to subsection (6).

6 No amount is regarded as new consideration by virtue of subsection (5)(b) or (c) so far as it exceeds—

a any new consideration received by the company for the issue of the share capital or security in question, or b in the case of share capital which constituted a non-CD distribution on issue, the nominal value of that share capital.

7 In this section “ non-CD distribution ” means any distribution other than one which is a distribution for the purposes of the Corporation Tax Acts only because it falls within paragraph C or D in section 1000(1) (redeemable share capital or security issued as bonus in respect of shares in, or securities of, the company).