HMRC has been consulting on proposals to modernise the tax rules governing distributions and repayments of capital from companies. The consultation was published on 23 June 2026 and closed on 14 September 2026.
The proposals look at the treatment of ‘new consideration’ and ‘repayments of capital’, distributions from non-UK companies and the interaction between the distributions and loans to participators regimes. They also include reforms to demergers, Purchase of Own Shares (POS) relief and the Transactions in Securities (TIS) rules. The consultation focuses on situations where the shareholder is within the charge to Income Tax. The proposals are not intended to directly affect corporate shareholders.
Currently, where a company carries out a reduction or return of share capital, the amount received by a shareholder is generally treated as a distribution to the extent it exceeds the capital originally contributed. However, existing rules allow for various arrangements usually involving holding companies and share reorganisations to extract value while paying CGT rather than Income Tax.
HMRC proposes to address this by ‘freezing’ the amount of capital attributed to shares in future holding companies at the amount originally subscribed for the investment. This could mean that more of a payment from a share buyback or other return of capital is treated as a taxable distribution rather than a capital receipt. The government recognises that the proposal might potentially lead to unfair outcomes in certain circumstances.
Concerns have been raised by parties including the ICAEW about the potential impact on companies of the proposed changes, including those relating to reductions of share capital. HMRC will analyse the consultation responses before deciding whether to proceed and may consult further on specific reforms.
