RULINGS (INCOME TAX AND DUTY TREATMENT OF MERGERS AND DIVISIONS) RULES

RULINGS (INCOME TAX AND DUTY TREATMENT

OF MERGERS AND DIVISIONS)

SUBSIDIARY LEGISLATION 123.140

RULINGS (INCOME TAX AND DUTY TREATMENT

OF MERGERS AND DIVISIONS) RULES

8th March, 2013

LEGAL NOTICE 104 of 2013, as amended by Legal Notice 410 of 2014.

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

Duty Treatment of Mergers and Divisions) Rules.

The Commissioner shall, on the application of any one or

m o r e c o m p a n y i n v o l v e d i n a m e r g e r, d e m e rg e r, d i v i s i o n ,

amalgamation or reorganisation (hereinafter referred to as 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 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,

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

RULINGS (INCOME TAX AND DUTY TREATMENT

OF MERGERS AND DIVISIONS)

Act. 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

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

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

c o m p a n i e s i n v o l v e d i n t h e p a r t i c u l a r m e rg e r o r

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.