Revenue Note for Guidance

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Revenue Note for Guidance

633D Mergers where a company is dissolved without going into liquidation

This section ensures that where a company is dissolved without going into liquidation and transfers all its assets and liabilities to its 100% parent it shall not be treated as involving a disposal by the parent of the share capital of the company. Prior to 2008 it was not possible under Irish law to dissolve a company without its going into liquidation. However, with the introduction of the cross border mergers regulations in 2008 such a cross border merger is now possible. Under these regulations the transferring company in the merger will be dissolved automatically without going into liquidation. This section ensures that this type of merger will not be taxable, which is the treatment required under Article 7 of the Mergers Directive.

Relevant Date: Finance Act 2020