Jurisdiction(s):
United Kingdom

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Key definition

Statutory demerger definition

What does Statutory demerger mean? In practice, a statutory demerger (also called a dividend demerger) separates a business by the target company distributing, by way of a dividend in specie, the shares of a subsidiary to its own shareholders so the split is tax‑neutral when statutory conditions are met. The expression is practitioner shorthand for demergers that satisfy the legislated exempt distribution regime in UK tax law (for example, under the Corporation Tax Act 2010) and the broadly equivalent Irish rules in the Taxes Consolidation Act 1997; it is not a Companies Act label. Key legal features typically include: a pro rata dividend in specie of...

Precedent HMRC advance clearance letter: UK statutory demerger under CTA 2010 s1091 and TCGA 1992 ss 138, 139(5)

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Precedents

[ Team Leader ] [ insert HMRC address ] [ insert date ]

Application seeking advance clearance under section 1091 of the Corporation Tax Act 2010 [and sections 138 and 139(5) of the Taxation of Chargeable Gains Act 1992]

1 Introduction

We act on behalf of [ insert name of the target company ] (Company A) [ and for the shareholders of Company A ]. Company A qualifies as the ‘distributing company’ for the purposes of section 1079 of the Corporation Tax Act 2010 (CTA 2010). [ In connection with the proposed arrangements outlined in this letter, we request confirmation under CTA 2010, s 1091 that the distribution described herein will be treated as an exempt distribution within the meaning of CTA 2010, s 1075 ]...

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Web page updated on 22/05/2026

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