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The closer look at shares in Delaware limited liability companies refers to HMRC’s view on what constitutes ordinary share capital in Appendix 11 of the Capital Gains Manual.
While the article referred to entrepreneurs’ relief the comments are of general application in determining whether an entity has ordinary share capital and whether that capital has been issued.
Other areas where I have had to consider it include the substantial shareholdings exemption (SSE) and capital gains grouping generally.
Appendix 11 of HMRC’S Capital Gains Manual was originally published as Revenue & Customs Brief 54/07 (and reissued as 87/09) in response to a number of concerns about the Tax Bulletin 51 article on the subject of Delaware limited liability companies (LLCs).
The article effectively said that an LLC would be accepted as having issued share capital as long as it had issued a certificate of membership...
