SDLTM23201 - Reliefs: Group, reconstruction or acquisition relief
Reconstruction and acquisition relief: Undertaking
HMRC understanding of what comprises an undertaking for the purposes of Reconstruction or Acquisition Relief.
The term 바카라 사이트˜undertaking바카라 사이트™ refers to the business, trade or enterprise of the target company which is transferred to (and is then carried on substantially unchanged by) the acquiring company. For there to be an undertaking it is implicit that some business must be carried on.
Business
We view 바카라 사이트˜business바카라 사이트™ as including 바카라 사이트˜every trade, occupation or employment바카라 사이트™, so 바카라 사이트˜business바카라 사이트™ is a very wide term embracing almost every common activity and is much wider than 바카라 사이트˜trade바카라 사이트™ or 바카라 사이트˜profession바카라 사이트™ alone.
The carrying on of a business 바카라 사이트˜usually calls for some activity on the part of whoever carries it on바카라 사이트™ (Lord Diplock in American Leaf Blending Co. v Director General, Privy Council 1978).
It can include a business of making investments where these investments are 바카라 사이트˜actively managed바카라 사이트™. As the Special Commissioner said in Martin & Another v CIR (SPC5/1995): 바카라 사이트˜The mere receipt of rents from let property owned by an individual 바카라 사이트˜raises no presumption that he is carrying on a business바카라 사이트™ [per Lord Diplock in American Leaf], but where it can be shown that there is a continuing activity on what seems바카라 사이트¦. to have been sound business principles 바카라 사이트¦바카라 사이트™ it is likely that 바카라 사이트˜바카라 사이트¦mere ownership or mere investment바카라 사이트¦바카라 사이트™ may have become a business.
Part of undertaking
Whether the assets transferred comprise part of the undertaking of the target company is largely a question of fact. If what is transferred is capable of existing on its own as a viable 바카라 사이트˜business바카라 사이트™ then it might comprise part of an undertaking however the mere partition of assets or investments is unlikely to be sufficient.