Revenue Note for Guidance

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Revenue Note for Guidance

CHAPTER 2

Mergers And Divisions Pursuant To Companies Act 2014

Overview

This Chapter concerns mergers and divisions undertaken in accordance with Companies Act 2014.

638A Company mergers and divisions

Summary

The Companies Act 2014 provides for the transfer of assets and liabilities of a “transferor company” to a “successor company” pursuant to a merger or division. At the same time as the assets and liabilities of the transferor company transfer to one or more successor companies, the transferor company dissolves without going into liquidation. While the transferor company ceases to exist from the point of transfer, the successor company steps into the shoes of the transferor company as regards certain rights and obligations of the transferor company. This section provides that certain rights and obligations of the transferor company including tax payment, filing and reporting obligations and liabilities, will transfer to the successor company or companies. It also provides that an appeal made by a transferor company may be treated as an appeal made by a successor company and that any right of appeal in relation to an appealable matter conferred on a transferor company be treated as conferred on the successor company.

Details

(1) The term “division” means a division undertaken in accordance with the Companies Act 2014.

The term “merger” means a merger undertaken in accordance with the Companies Act 2014.

The term “successor company” means a company to which assets and liabilities have been transferred as a result of a merger or division.

The term “the Acts” means:

  • The Tax Acts;
  • The Capital Gains Tax Acts;
  • Part 4A
  • Parts 18A, 18B, 18C, 18D and 18E of the Taxes Consolidation Act 1997;
  • Part 22A
  • Part 22B
  • Section 101 of the Finance Act 2022
  • The Value-Added Tax Consolidation Act 2010, and the enactments amending or extending that Act;
  • The Capital Acquisitions Tax Consolidation Act 2003, and the enactments amending or extending that Act;
  • The Stamp Duties Consolidation Act 1999, and the enactments amending or extending that Act;
  • The statutes relating to the duties of excise and to the management of those duties;
  • The Customs Acts and
  • The Finance (Local Property Tax) Act 2012 and the enactments amending or extending that Act;
  • The Energy (Windfall Gains in the Energy Sector)(Temporary Solidarity Contribution) Act 2023 and any instrument made thereunder and any instrument made any other enactment relating to tax.

The term “transferor company” means a company from which assets and liabilities have been transferred as a result of a merger or division.

(2) All liabilities, obligations and requirements or things to be fulfilled or done by a transferor company, will, for the purposes of Part 4A (implementation of Council Directive (EU) 2022/2523 of 15 December 2022 on Ensuring a Global Minimum Level of Taxation for Multinational Enterprise Groups and Large-scale Domestic Groups in the Union), Part 38 (returns of income and gains, other obligations and returns, and revenue powers), Part 41A (assessing rules including rules for self-assessment), Part 42 (collection and recovery) and Part 47 (penalties, revenue offences, interest on overdue tax and other sanctions) of the Taxes Consolidation Act, transfer to a successor company or companies following a merger or division undertaken in accordance with the Companies Act 2014.

(3) An appeal made by a transferor company shall be treated as an appeal made by the successor company.

(4) Any right of appeal in relation to an appealable matter conferred on a transferor company shall be treated as conferred on the successor company.

Relevant Date: Finance Act 2025