Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Securities definition

What does Securities mean? In legal practice, securities are tradable instruments that evidence ownership or debt, typically shares, bonds/debentures, and related instruments (for example, warrants), used in corporate finance and capital markets transactions. The term is used across multiple legal contexts and is often defined by statute. In the UK, under the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO), “securities” denotes a grouping of specified investments (for example, shares, debentures, government and public securities, warrants and certificates representing certain securities), distinct from “contractually based investments” and “other investments.” Separately, UK regulation and EU-derived frameworks use “transferable securities” (a MiFID/Prospectus...

UK transactions in securities (TiS) anti-avoidance: income and corporation tax rules, close/D companies, purpose tests, safe harbour, and HMRC clearance/counteraction

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Practice notes

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This Practice Note examines the transactions in securities (TiS) rules aimed at countering avoidance of both income tax and corporation tax. The TiS regime can apply to various arrangements, notably where a company returns capital to its shareholders. Where a corporate liquidation is contemplated, advisers should also review the ‘phoenix targeted anti-avoidance rule’ outlined in Practice Note: Key tax consequences of an insolvent liquidation—Distributions (which in the main applies to solvent liquidations). For guidance on the clearance process, counteraction notices and appeals, see Practice Note: —clearances and administration. For the suggested format of a clearance request under the TiS provisions, refer to Precedent: Clearance letter—TCGA 1992, ss 138 and 139(5), ITA 2007, s 701 and CTA 2010, s 748.

Function and evolution of the transactions in securities legislation

The TiS measures were enacted in 1960 to tackle avoidance arrangements that sought to convert income into capital. Capital gains tax (CGT) did not then exist, heightening the tax advantage; and even after CGT was introduced, the broad position has remained that income is generally taxed at a higher rate than capital...

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Web page updated on 22/05/2026

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