of Mergers and Divisions) Rules, 2013

L.N. 104 of 2013

INCOME TAX ACT

(Cap. 123)

DUTY ON DOCUMENTS AND TRANSFERS ACT

(Cap. 364)

Rulings (Income Tax and Duty Treatment

of Mergers and Divisions) Rules, 2013

IN exercise of the powers conferred by articles 27A and 96 of

the Income Tax Act, and by article 22 of the Duty on Documents and

Transfers Act, the Minister of Finance, the Economy and Investment

has made the following rules:-

The title of these rules is the Rulings (Income Tax and

Duty Treatment of Mergers and Divisions) Rules, 2013.

The Commissioner shall, on the application of any one or

more company involved in a merger or division, notify his ruling in

respect of any transaction or transactions carried out in the course of

the merger or division or resulting therefrom that

(a)

the provisions of articles 4, 5(1)(a)(iv), 5A(12A) and

51 of the Income Tax Act shall not apply to that transaction or

transactions;

(b) the transaction or transactions qualify for tax relief

under the provisions of articles 5(9), 5(14) and 5A(4)(f) of the

Income Tax Act notwithstanding that the conditions laid down

in the said articles or rules regulating the said articles, are not

satisfied;

(c)

the provisions of article 3 (3) and (4) of the Duty on

Documents and Transfers Act shall not apply to that transaction

or transactions;

(d) the transaction or transactions qualify for duty relief

under the provisions of articles 32(6), 41A, and the provisos to

article 42(1) of the Duty on Documents and Transfers Act

notwithstanding that the conditions laid down in the said articles

or rules regulating the said articles, are not satisfied

Provided that the Commissioner is, in his absolute

discretion, satisfied that the transaction or transactions are to be

effected for bona fide commercial reasons and do not form part

of a scheme or arrangements of which the main purpose, or one

of the main purposes is avoidance of liability to duty or tax.

In granting his permission for the purposes of these rules, Conditions.

the Commissioner shall, in his absolute discretion, impose such

conditions as he may deem fit and reasonable, and such conditions

shall apply to any company involved in the merger or division as the

case may be, to any shareholder thereof and to any other person

(whether or not in existence at the time of the application for the

ruling), as may be indicated by the Commissioner in the particular

ruling, and shall be operative notwithstanding any other provisions of

the Income Tax Act and the Duty on Documents and Transfers Act. Cap. 123.

Any resulting ruling specified in rule 2 shall be void if such

conditions are at any time not complied with.

The issue and notification of a ruling in terms of rule 2 Fee.

shall be made in advance of the occurrence of any transaction in

respect of which an application for a ruling is made in terms of these

rules and in respect of which the non-refundable administrative fee

referred to in rule 5(b) is paid.

(a)

All applications under these rules shall be made in Application.

writing and shall contain all relevant particulars of the transactions to

be effected and shall include a copy of the latest audited financial

statements (if any) of the companies involved in the particular merger

or division and which are in existence at the time of the application.

(b) Each application as aforesaid shall be submitted to

the Commissioner together with a payment of €1000.

(c)

Where the Commissioner requires further

particulars for the purposes of enabling him to make a decision in

respect of an application made in terms of these rules, the

Commissioner shall, within thirty days of the receipt of the

application, or of receipt of any further particulars previously

required in terms of this paragraph, as the case may be, by written

notice, require the applicant to furnish such further particulars, and if

any such notice is not complied with within thirty days, or such

longer period as the Commissioner may allow, the Commissioner

need not proceed further with the application.

(d) The Commissioner shall notify his ruling to the

applicant and to any other company which is in existence and is

involved in the particular merger or division, within thirty days of

receiving the application or, if he gives a notice under sub-rule (c),

within thirty days after the notice has been complied with. The ruling

shall not become effective unless it is signed by at least one director

of each of the companies involved in the merger or division as the

case may be, and which companies are in existence at the time of the

issue of the ruling.

(e)

If any particulars furnished under this article do not

fully and accurately disclose all facts and considerations material for

the ruling of the Commissioner, any resulting ruling shall be void.

(f)

The ruling in terms of these rules is final and shall

not be questioned in any appeal.

€0.27