6 - Terminating Share Interests

Summary

This chapter considers the termination of share interests. This may involve a termination of some of the rights attached to shares and here the tax treatment of returns of capital and capital cancellation are considered. It might also involve termination of shares, but not the corporation itself. Here the discussion considers the tax treatment of share redemptions and share buy backs. Thirdly, shares may be terminated when a corporation is liquidated. Liquidations involve either a solvent or an insolvent corporation. The liquidation of insolvent corporations raises issues regarding whether any losses may be restricted due to a change of control and whether and when the corporation might be considered to leave a corporate group. The liquidation of a solvent corporation involves the return of capital to shareholders as well as a share of retained profits. Liquidation distributions raise the issue of whether the distribution should be treated more like a dividend (Chapter 2) or more like the disposal of shares (Chapter 5) and reconciliation between them. This chapter also contrasts the tax treatment of the various methods of returning value to shareholders whether in the form of dividends, gains on disposal of shares, share buy backs and liquidation distributions.