Readers’ forum: Will storage unit rental trigger ITTOIA 2005, s 396B?

A client owns all the shares in a holding company which itself owns all the shares in two trading subsidiaries. Our client the shareholder of the holding company is in his late 60s so he wants to retire and arrange the sale of the two trading subsidiaries (TS). The two TS have different trades so there will be two different buyers.

Once each has been sold with substantial shareholdings exemption (SSE) being claimed on the resulting capital gains the holding company will be placed into members’ voluntary liquidation (MVL) so the proceeds can be paid to our client in capital format.

There is a slight wrinkle: the holding company also owns two storage units that it rents out. Their value is very modest: about £250 000 (by comparison each TS is worth about £3m). The plan had been that the liquidator would...