Section 138 Procedure for clearance in advance.

United Kingdom

(1)

Section 137 F1does not apply in any case where, before the issue F2of shares or debentures mentioned in section 135(1) or 136(1) is made, the Board have, on the application of either company mentioned in F3section 135(1) or 136(1), notified the company that the Board are satisfied that the exchange F4or scheme of reconstruction will be effected F5without arrangements in respect of which section 137 applies.

C1 C2 C3 C4 C5 C6(2)

Any application under subsection (1) above shall be in writing and shall contain particulars of the operations that are to be effected and the Board may, within 30 days of the receipt of the application or of any further particulars previously required under this subsection, by notice require the applicant to furnish further particulars for the purpose of enabling the Board to make their decision; and if any such notice is not complied with within 30 days or such longer period as the Board may allow, the Board need not proceed further on the application.

(3)

The Board shall notify their decision to the applicant within 30 days of receiving the application or, if they give a notice under subsection (2) above, within 30 days of the notice being complied with.

(4)

If the Board notify the applicant that they are not satisfied as mentioned in subsection (1) above or do not notify their decision to the applicant within the time required by subsection (3) above, the applicant may within 30 days of the notification or of that time require the Board to transmit the application, together with any notice given and further particulars furnished under subsection (2) above, to the F6tribunal; and in that event any notification by the tribunal shall have effect for the purposes of subsection (1) above as if it were a notification by the Board.

(5)

If any particulars furnished under this section do not fully and accurately disclose all facts and considerations material for the decision of the Board or F7the tribunal, any resulting notification that the Board or the tribunal are satisfied as mentioned in subsection (1) above shall be void.

F8(6)

In this section, references to shares or debentures include references to any interests or options to which this Chapter applies by virtue of section 135(5), 136(5) or 147.

Annotations

Textual amendments

F1: Words in s. 138(1) substituted (with effect in accordance with s. 37(6) of the amending Act) by Finance Act 2026 (c. 11), s. 37(5)(a)(i)(6) (with s. 37(7))
F2: Words in s. 138(1) inserted (with effect in accordance with s. 37(6) of the amending Act) by Finance Act 2026 (c. 11), s. 37(5)(a)(ii)(6) (with s. 37(7))
F3: Words in s. 138(1) substituted (with effect in accordance with s. 37(6) of the amending Act) by Finance Act 2026 (c. 11), s. 37(5)(a)(iii)(6) (with s. 37(7))
F4: Words in s. 138(1) substituted (with effect in accordance with Sch. 9 paras. 7, 8 of the amending Act) by Finance Act 2002 (c. 23), Sch. 9 para. 5(6)
F5: Words in s. 138(1) substituted (with effect in accordance with s. 37(6) of the amending Act) by Finance Act 2026 (c. 11), s. 37(5)(a)(iv)(6) (with s. 37(7))
F6: Word in s. 138(4) substituted (1.4.2009) by The Transfer of Tribunal Functions and Revenue and Customs Appeals Order 2009 (S.I. 2009/56), art. 1(2), Sch. 1 para. 179(a)
F7: Words in s. 138(5) substituted (1.4.2009) by The Transfer of Tribunal Functions and Revenue and Customs Appeals Order 2009 (S.I. 2009/56), art. 1(2), Sch. 1 para. 179(b)
F8: S. 138(6) inserted (with effect in accordance with s. 37(6) of the amending Act) by Finance Act 2026 (c. 11), s. 37(5)(b)(6) (with s. 37(7))

Modifications

C1: S. 138(2) applied (6.4.2007) by Income Tax Act 2007 (c. 3), ss. 247(2), 1034(1) (with Sch. 2)
C2: S. 138(2)-(5) applied by Finance Act 1996 (c. 8), Sch. 9 para. 12F(3) (as inserted (with effect in accordance with reg. 3(1) of the amending S.I.) by The Corporation Tax (Implementation of the Mergers Directive) Regulations 2007 (S.I. 2007/3186), reg. 1(2), Sch. 1 para. 16 (with S.I. 2008/1579, reg. 4(1)))
C3: S. 138(2)-(5) applied by Finance Act 1996 (c. 8), Sch. 9 para. 12B(8) (as substituted (with effect in accordance with reg. 3(2) of the amending S.I.) by The Corporation Tax (Implementation of the Mergers Directive) Regulations 2007 (S.I. 2007/3186), reg. 1(2), Sch. 2 para. 8 (with S.I. 2008/1579, reg. 4(1)))
C4: S. 138(2)-(5) applied by Finance Act 2002 (c. 23), Sch. 26 para. 30F(3) (as inserted (with effect in accordance with reg. 3(1) of the amending S.I.) by The Corporation Tax (Implementation of the Mergers Directive) Regulations 2007 (S.I. 2007/3186), reg. 1(2), Sch. 1 para. 19 (with S.I. 2008/1579, reg. 4(1)))
C5: S. 138(2)-(5) applied by Finance Act 2002 (c. 23), Sch. 26 para. 30B(8) (as substituted (with effect in accordance with reg. 3(2) of the amending S.I.) by The Corporation Tax (Implementation of the Mergers Directive) Regulations 2007 (S.I. 2007/3186), reg. 1(2), Sch. 2 para. 10 (with S.I. 2008/1579, reg. 4(1)))
C6: S. 138(2) applied by Income Tax Act 2007 (c. 3), s. 257HB(2) (as inserted (17.7.2012) by Finance Act 2012 (c. 14), Sch. 6 para. 1)

Notes on Part IV

Modifications

C1: Pt. IV: power to modify conferred (7.4.2005) by Finance Act 2005 (c. 7), s. 21(8)-(10)

Notes on Chapter II

Modifications

C1: Pt. IV Ch. II modified (1.1.1999) by The European Single Currency (Taxes) Regulations 1998 (S.I. 1998/3177), regs. 1, 39
C2: Pt. IV Ch. II modified (with effect in accordance with s. 63(4) of the amending Act) by Finance Act 2000 (c. 17), Sch. 15 para. 88

Notes on Company reconstructions ...

Textual amendments

F1: Words in s. 135 cross-heading repealed (with effect in accordance with Sch. 9 paras. 7, 8, Sch. 40 Pt. 3(2) Note of the amending Act) by Finance Act 2002 (c. 23), Sch. 40 Pt. 3(2)