Ian Oscroft & Ors v The Commissioners for HMRC
Decision date: 12 February 2026
Neutral citation: [2026] UKFTT 251 (TC)
Overall AI summary confidence: high
Short overview
This short overview is intended to summarise the case, issues and outcome so far as they are supported by the judgment.
AI confidence in this short overview: high
This appeal concerned whether "relevant consideration" in s685(4) of the transactions‑in‑securities regime can include distributable reserves of a wholly‑owned subsidiary and whether the regime displaces ordinary time limits for assessments. The Tribunal held that subsidiary distributable reserves can count as consideration available to the parent and that the close company in s685 can be a subsidiary, but that s698(5) does not displace the ordinary TMA time limits. Because HMRC's assessments were issued out of time, the appellants' appeal succeeded.
Ratio decidendi
This summary is intended to identify the ratio decidendi, meaning the legal reasons for deciding and the binding part of the decision.
AI confidence in this ratio decidendi summary: medium
The Tribunal's ratio is that "available to" in s685(4)(a) may be read to include distributable reserves of a wholly‑owned subsidiary where, by company law mechanisms, those funds are available to the parent (so the subsidiary can be the relevant close company), and that the transactions‑in‑securities regime does not replace ordinary statutory assessment time limits—s698(5) operates as a cap/reassurance rather than a substituted time limit.
Obiter dicta
This summary is intended to identify obiter dicta, meaning observations made by the way that were not necessary to deciding the case and are not binding.
AI confidence in this obiter dicta summary: medium
The Tribunal suggested (obiter) that a purposive construction supports treating subsidiary reserves as within the anti‑avoidance provision to avoid artificial avoidance opportunities and that company‑law principles (including Duomatic-type consequences of sole ownership) support the availability of subsidiary reserves to the parent; it also noted the 2016 amendments clarified rather than materially changed that position.