CG65750 - Transfer of a business to a company: example: consideration wholly in shares

»Ê¹ÚÌåÓýapp basic mechanics of incorporation relief in a straightforward case are illustrated in the example below.

A transferred his business with all its assets to X Ltd in consideration for an issue of 8,000 shares in X Ltd. Liabilities in the sum of £15,000 were transferred with the business.

»Ê¹ÚÌåÓýapp balance sheet of the business was as follows:

Ìý £ Ìý £
Ìý Business assets: Ìý Ìý
Ìý Ìý Ìý Ìý
Capital & Reserves 70,000 non-chargeable 49,000
Creditors 15,000 chargeable (at cost) 23,000
Ìý cash 13,000 Ìý
Ìý 85,000 Ìý 85,000

It was agreed in the course of the negotiations that the current market values of the assets of the business were:

non-chargeable assets £55,000
chargeable assets £50,000

and these values were adopted for the purpose of determining the consideration payable to A.

Gains on the transfer of chargeable assets:

Ìý £
Market value on transfer 50,000
Less Cost 23,000
Ìý 27,000

»Ê¹ÚÌåÓýapp whole of the consideration received by the transferor in exchange for the business was 8,000 shares in X Ltd.

»Ê¹ÚÌåÓýapp value of the shares was £103,000:

Ìý £
Non-chargeable business assets 55,000
Chargeable business assets 50,000
Cash 13,000
Ìý 118,000
Less creditors 15,000
Value of consideration 103,000

Proportion of aggregate net gains appropriate to the consideration in shares:

Gains £27,000 x 103,000(A) = £27,000
Ìý 103,000 (B) Ìý Ìý

»Ê¹ÚÌåÓýapp base cost of the shares to be used on the occasion of their disposal is £76,000 (£103,000 - £27,000).