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Ireland Issues E-Brief On Mergers And Divisions

Thursday, August 22, 2019

The Irish Revenue has published guidance on the tax compliance obligations that arise from mergers and divisions.

Tax and Duty Manual (TDM) Part 38-00-01 provides guidance on certain tax matters arising in connection with the Companies Act 2014.

The TDM explains that, "in general, where a merger or a division takes place by operation of company law, the relevant successor company or companies succeeds to the tax filing, reporting, and payment obligations of the transferor company and must file returns and make payments in like manner to the transferor company."

This means that the successor company "effectively 'steps into the shoes' of the transferor company with regard to the tax filing and reporting obligations of the transferor company." In certain circumstances, the successor company will be able to claim any tax refunds to which a transferor company is entitled.

The TDM states that "the onus is on the transferor and successor companies to ensure that, in the course of preparing for and implementing the merger or division... all tax obligations pertaining to the transferor company and the merger/division are identified and discharged."

The TDM sets out general guidance for transferor and successor companies to aid with fulfilling their tax filing and payment obligations. It provides information on: reporting, tax filing and tax payment obligations, tax declarations and other documentation required relating to the transfer or company; dividend withholding tax obligations; appeals; stamp duty; capital gains tax; capital acquisitions tax; corporation tax; and payroll tax.