Q&As

When would preference shares fall under the shares as debt rules and hence the dividend payments would fall to be taxed as debt as opposed to qualifying for the corporation tax exemption for dividend payments?

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Published on: 30 October 2019
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The ‘Shares as debt’ Rules applied to shares held by companies up until 21 April 2009 (for background, see HMRC Manual: CFM45010). The rules were replaced by the ‘shares accounted for a Liabilities’ rules together with the ‘disguised interest rules’. Broadly, these newer rules are aimed at bringing arrangements which produce a return which represents, or is economically equivalent to, interest within the loan relationships regime.

The explanatory notes that accompanied the shares accounted for as liabilities legislation set out the reason for having two sets of rules running in parallel. It was ‘considered better to deal separately with disguised interest in what are clearly not loans in substance or form on the one hand, and what are simply loans dressed up as investment in Preference shares on the other’.

More detail is provided on each of the rules below.

Shares accounted for as liabilities rules

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Jurisdiction(s):
United Kingdom
Key definition:
Preference shares definition
What does Preference shares mean?

shares in a company which give their holders an entitlement to a fixed dividend but which do not usually carry voting rights. The important difference between preference and ordinary shares are: • The dividend on ordinary shares is uncertain and variable (high when the company does well, poor or non-existent when it does badly). Preference shareholders get a fixed dividend which, if not paid, usually accrues until it can be. • Each ordinary share usually carries a vote. Preference shares do not usually carry a vote unless dividends fall into arrears. • In the event of a winding up, preference shares are usually repayable at par value, and rank above the claims of ordinary shareholders (but behind bank and trade creditors). Preference shares may be issued with the right of conversion into ordinary shares. These are called convertibles.

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