Revenue Note for Guidance

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Revenue Note for Guidance

S496 Qualifying investment (company perspective)

Summary

(1) This section provides that an investment shall be a qualifying investment where an individual subscribes for eligible shares in a qualifying company, and the company uses that amount which has been subscribed wholly or mainly for a qualifying purpose within the relevant period, and the investment complies with this section.

(2) A qualifying purpose means using the amounts in the qualifying company, or a qualifying subsidiary for the purposes of carrying on relevant trading activities. If the company has not commenced to trade, means using the amounts for the purpose of carrying on R&D+I which is connected with and undertaken with the intention of carrying on of relevant trading activities. The use of the money will contribute directly to the creation or maintenance of employment in the company, and does not include using the amounts on the acquisition either directly or indirectly, of an interest in another company whereby that company becomes a qualifying subsidiary, a further interest in a qualifying subsidiary, or a trade.

(3) If only part of the amount subscribed is used wholly or mainly for a qualifying purpose O then references to a qualifying investment shall refer to the corresponding proportion of that investment.

(4) An investment shall not be a qualifying investment unless it is based on a business plan.

(5)(a) An initial risk finance investment is a qualifying investment only when each member of the RICT group is not operating in any market, or is operating in any market for either:

  1. less than 10 years following:
    1. the date of its incorporation where the member is a company, or
    2. where the member is not a company, the date that the member commenced carrying on any enterprise that is required to be included in the RICT group,
      or
  2. less than seven years after the first commercial sale by the RICT group.

(5)(b) In the case of mergers and acquisitions, the time periods in (i) and (ii) encompass the operations of the acquired business or the merged businesses, except for acquired businesses or merged businesses whose turnover accounts for less than 10 per cent of the turnover of the acquiring business in the financial year preceding the acquisition or, in the case of merged businesses, less than 10 per cent of the combined turnover that each of the businesses comprising the merged businesses had in the financial year preceding the merger.

(5)(c) References to financial year are to be interpreted:

  1. in the case of businesses that are companies, in accordance with Chapter 3 of Part 6 of the Companies Act 2014, and
  2. in the case of businesses other than companies, as references to year of assessment.

(6) An expansion risk finance investment shall only be a qualifying investment when it is based on a business plan prepared specifically for the purpose of funding a new economic activity. The amount raised must be greater than 50 per cent of the RICT group’s average annual turnover in the preceding 5 years or greater than 30% of the average annual turnover of the RICT group in the preceding 5 years where the investment

  1. significantly improves the environmental performance of the activity in accordance with Article 36(2) of the General Block Exemption Regulation,
  2. constitutes an environmentally sustainable investment as defined in Article 2(1) of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020, or
  3. is aimed at increasing capacity for the extraction, separation, refining, processing or recycling of a critical raw material listed in Annex IV of the General Block Exemption Regulation.

(7) A follow-on risk finance investment shall only be qualifying where the initial risk finance investment, or expansion risk finance investment, as the case may be, involved the issue of eligible shares on or after 6 April 1984 in respect of which relief was available under this Part, and the possibility of the follow-on risk finance investment was provided for in the business plan upon which the initial risk finance investment, or expansion risk finance investment as the case may be, was based.

Relevant Date: Finance Act 2024