Share-for-Share Exchange
MechanismUK · IE · UAE · AUReviewed November 2026
A transaction in which shareholders transfer their shares in a company to a new company in return for shares in it, so the new company becomes the parent and the group is re-headed without selling the business. It is a disposal in principle, but many tax systems roll the gain into the new shares instead of charging it at the time.
In the UK, section 135 of the Taxation of Chargeable Gains Act 1992 treats a qualifying exchange as no disposal, section 137 lets HMRC counteract it where the arrangements have a main purpose of avoiding tax, and clearance can be sought under section 138. The relief defers the gain; it does not remove it.
Legal basis
- TCGA 1992, ss.135 to 138 (UK)
- Income Tax Assessment Act 1997, Subdivision 124-M (Australia)
How it connects
- Alternative to
- Redomiciliation: the route where the company itself moves instead
- Related
- Holding Company: the new parent the exchange puts on top
- Exit Tax: a later move of the new parent can still trigger it
Where it comes up
- Moving a company’s tax residenceStep 2 of 5
A definition of an established legal or tax concept for general information. It is not advice on any individual situation.
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