<\/span><\/h4>\n(1)<\/p>\n
(a)In this section –<\/p>\n
“acquiring company” means, subject to paragraph (b), a company with limited liability;<\/p>\n
“merger” means a merger undertaken in accordance with Chapter 3 of Part 9 or Chapter 16 of Part 17 of the Companies Act 2014;<\/p>\n
“shares” includes stock;<\/p>\n
“successor company” and “transferor company” have the meanings given to them by section 461 of the Companies Act 2014;<\/p>\n
“undertaking” includes part of an undertaking.<\/p>\n
(b)References in this section to a company shall be construed as including references to a society registered under the Industrial and Provident Societies Act 1893.<\/p>\n
(2)<\/p>\n
(a)This subsection applies where there is a scheme for the bona fide reconstruction of any company or the amalgamation of any companies and where, in connection with the scheme, the following conditions apply:<\/p>\n
(i)a company with limited liability is to be registered, or a company has been established by Act of the Oireachtas, or the nominal share capital of a company has been increased,<\/p>\n
(ii)the company (in this section referred to as the \u2018acquiring company\u2019) is to be registered or has been established or has increased its capital with a view to the acquisition of either –<\/p>\n
(I)the undertaking of a particular existing company (in this section referred to as the \u2018target company\u2019), or<\/p>\n
(II)not less than 90 per cent of the issued share capital of a target company,<\/p>\n
and<\/p>\n
(iii)the consideration for the acquisition (except such part of that consideration as consists in the transfer to or discharge by the acquiring company of liabilities of the target company) consists as to not less than 90 per cent of that consideration –<\/p>\n
(I)where an undertaking is to be acquired, in the issue of shares in the acquiring company to the target company or to holders of shares in the target company, or<\/p>\n
(II)where shares are to be acquired, in the issue of shares in the acquiring company to the holders of shares in the target company in exchange for the shares held by them in the target company.<\/p>\n
(b)For the purposes of paragraph (a)(i) in so far as it relates to a company with limited liability that is to be registered, a company with limited liability does not include a private company limited by shares to which Part 2 of the Companies Act 2014 applies.<\/p>\n
(c)For the purposes of paragraph (a)(i), a company that has issued any share capital shall be treated as if it had increased its nominal share capital.<\/p>\n
(3)Subsection (2) shall not apply unless –<\/p>\n
(a)it is provided by the memorandum of association of the acquiring company or the Act establishing the acquiring company that one of the objects for which the company is formed is the acquisition of the undertaking of, or shares in, the target company, or<\/p>\n
(b)it appears from the resolution, Act or other authority for the increase of the capital of the acquiring company that the increase is authorised for the purpose of acquiring the undertaking of, or shares in, the target company.<\/p>\n
(4)This subsection applies where –<\/p>\n
(a)a merger is undertaken, and<\/p>\n
(b)the successor company is a private company limited by shares, a designated activity company or a public limited company that is not an investment company within the meaning of section 2, 963 or 1001, respectively, of the Companies Act 2014.<\/p>\n
(5)Where subsection (2) or (4) applies, and subject to this section, stamp duty under the following headings in Schedule 1 –<\/p>\n
(a)\u2018CONVEYANCE or TRANSFER on sale of any stocks or marketable securities.\u2019,<\/p>\n
(b)\u2018CONVEYANCE or TRANSFER on sale of a policy of insurance or a policy of life insurance where the risk to which the policy relates is located in the State.\u2019, or<\/p>\n
(c)\u2018CONVEYANCE or TRANSFER on sale of any property other than stocks or marketable securities or a policy of insurance or a policy of life insurance.\u2019,<\/p>\n
shall not be chargeable on any instrument made for the purposes of or in connection with –<\/p>\n
(i)the transfer of the undertaking or shares, or<\/p>\n
(ii)the assignment of any debts, whether such debts are debts of the target company assigned to the acquiring company or, as the case may be, debts of the transferor company assigned to the successor company as a result of the merger.<\/p>\n
(6)In the case of an instrument made for the purposes of or in connection with a transfer to a company (within the meaning of the Companies Act 2014), subsection (5) shall not apply unless the instrument is executed within the period of 12 months from the date of the registration of the acquiring company or the date of the resolution to increase the nominal share capital of the acquiring company.<\/p>\n
(7)<\/p>\n
(a)This subsection applies to any property, an instrument for the conveyance of which is chargeable to stamp duty under or by reference to the following heading in Schedule 1, namely: \u2018CONVEYANCE or TRANSFER on sale of any property other than stocks or marketable securities or a policy of insurance or a policy of life insurance.\u2019.<\/p>\n
(b)Subsection (5) shall not apply to an instrument made for the purposes of or in connection with the transfer of an undertaking that includes any property to which this subsection applies, where a conveyance of that property has not been obtained by, as the case may be, the target company or the transferor company prior to the date of the execution of the instrument.<\/p>\n
(8)If –<\/p>\n
(a)in respect of any claim for exemption from duty under this section which has been allowed, it is subsequently found that the exemption was not properly due, or that the conditions specified in subsection (2) are not fulfilled in the reconstruction or amalgamation as actually carried out,<\/p>\n
(b)in respect of shares in the acquiring company which have been issued to the target company in consideration of the acquisition, the target company within a period of 2 years from the date, as the case may be, of the registration or establishment, or of the authority for the increase of the capital, of the acquiring company ceases, otherwise than in consequence of reconstruction, amalgamation, liquidation or merger, to be the beneficial owner of the shares so issued to it, or<\/p>\n
(c)in respect of any such exemption which has been allowed in connection with the acquisition by the acquiring company of shares in the target company, the acquiring company within a period of 2 years from the date of its registration or establishment or of the authority for the increase of its capital, as the case may be, ceases, otherwise than in consequence of reconstruction, amalgamation, liquidation or merger, to be the beneficial owner of the shares so acquired,<\/p>\n
then the exemption shall cease to be applicable and stamp duty shall be chargeable in respect of the conveyance or transfer as if subsection (5) had not been enacted together with interest on the duty, calculated in accordance with section 159D, to the day on which the duty is paid, in a case to which paragraph (a) applies, from the date of the conveyance or transfer or, in a case to which paragraph (b) applies, from the date the target company ceased to be the beneficial owner of the shares so issued to it or, in a case to which paragraph (c) applies, from the date the acquiring company ceased to be the beneficial owner of the shares so acquired.<\/p>\n
(9)If in the case of any scheme of reconstruction or amalgamation the Commissioners are satisfied that at the proper time for making a claim for exemption from duty under subsection (2) there were in existence all the necessary conditions for such exemption other than the condition that not less than 90 per cent of the issued share capital of the target company would be acquired by the acquiring company, subject to section 159A, the Commissioners may –<\/p>\n
(a)if it is proved to their satisfaction that not less than 90 per cent of the issued capital of the target company has under the scheme been acquired within a period of 6 months from –<\/p>\n
(i)the last day of the period of one month after the first allotment of shares made for the purposes of the acquisition, or<\/p>\n
(ii)the date on which an invitation was issued to the shareholders of the target company to accept shares in the acquiring company,<\/p>\n
whichever first occurs,<\/p>\n
and<\/p>\n
(b)on production of the instruments on which the duty paid has been impressed,<\/p>\n
repay such an amount of duty as would have been remitted if that condition had been originally fulfilled.<\/p>\n
(10)This section shall apply notwithstanding –<\/p>\n
(a)that the acquiring company referred to in this section is incorporated in –<\/p>\n
(i)another Member State of the European Union,<\/p>\n
(ii)an EEA State within the meaning of section 80A, or<\/p>\n
(iii)the United Kingdom,<\/p>\n
or<\/p>\n
(b)that the target company referred to in this section is incorporated outside the State,<\/p>\n
but only where such acquiring company or target company incorporated outside the State corresponds, under the law of the place where it is incorporated, to an acquiring company or target company, as the case may be, within the meaning of this section and subject to any necessary modifications for the purpose of so corresponding, all the other provisions of this section are met.<\/p>\n
(11)In the case of –<\/p>\n
(a)a merger undertaken in accordance with Chapter 3 of Part 9 of the Companies Act 2014 –<\/p>\n
(i)the resolution referred to in paragraph (a)(ii) of section 202(1) of that Act, in the case of a merger effected by way of the summary approval procedure (within the meaning of section 202 of that Act), or<\/p>\n
(ii)the order made under section 480(2) of that Act, in the case of a merger effected otherwise than by way of the summary approval procedure (within the foregoing meaning),<\/p>\n
shall be regarded as a conveyance on sale, or<\/p>\n
(b)a merger undertaken in accordance with Chapter 16 of Part 17 of the Companies Act 2014, the order made under section 1144 of that Act shall be regarded as a conveyance on sale.<\/p>\n
(12)This section shall not apply unless the scheme of reconstruction or amalgamation or the merger is effected for bona fide commercial reasons and does not form part of a scheme or arrangement of which the main purpose, or one of the main purposes, is avoidance of liability to any tax or duty.<\/p>\n\n
\n <\/div>\n\n","protected":false},"excerpt":{"rendered":"
STAMP DUTIES CONSOLIDATION ACT Part 7 Exemptions and Reliefs from Stamp Duty (ss. 79-113) Chapter 1 Instruments which must be presented to the Commissioners for adjudication in order to obtain exemption or relief (ss. 79-83F) 79. Conveyances and transfers of property between certain bodies corporate. (1)Stamp duty shall not be chargeable under or by reference […]<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_exactmetrics_skip_tracking":false,"_exactmetrics_sitenote_active":false,"_exactmetrics_sitenote_note":"","_exactmetrics_sitenote_category":0,"footnotes":""},"categories":[36],"tags":[],"_links":{"self":[{"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/posts\/34590"}],"collection":[{"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/comments?post=34590"}],"version-history":[{"count":2,"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/posts\/34590\/revisions"}],"predecessor-version":[{"id":34592,"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/posts\/34590\/revisions\/34592"}],"wp:attachment":[{"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/media?parent=34590"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/categories?post=34590"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/tags?post=34590"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}