The SSE legislation is complex yet key to corporate transactions and streamlining. Key points of the rules are as follows: to exempt a capital gain from charge there must be a 10% shareholding owned for 12 months prior to a sale; the investing and investee companies must qualify as trading before and after the disposal; the trading definitions follow those of entrepreneurs’ relief; the holdings of 51% group companies can be used to meet criteria; SSE is not available on gains held over under TCGA 1992 s 165, crystallising on the otherwise exempt disposal; since FA 2011, SSE can apply to de-grouping charges where they attach to the vendor’s proceeds; and anti-avoidance targets arrangements enabling a gain to be exempt yet a loss to be available.
