Taxes Consolidation Act, 1997. - Houses of the Oireachtas

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Sch.9[No. 39.] Taxes Consolidation Act, 1997. [1997.](a) a single person acquires more than 50 per cent of the ordinaryshare capital of a company,(b) 2 or more persons each acquire a holding of 5 per cent ormore of the ordinary share capital of the company andthose holdings together amount to more than 50 per centof the ordinary share capital of the company, or(c) 2 or more persons each acquire a holding of the ordinaryshare capital of the company, and the holdings togetheramount to more than 50 per cent of the ordinary sharecapital of the company, but disregarding a holding of lessthan 5 per cent unless it is an addition to an existing holdingand the 2 holdings together amount to 5 per cent ormore of the ordinary share capital of the company.2. In applying paragraph 1—(a) the circumstances at any 2 points in time with not more than3 years between them may be compared, and a holder atthe later time may be regarded as having acquired whateversuch holder did not hold at the earlier time, irrespectiveof what such holder has acquired or disposed ofbetween such 2 points in time;(b) so as to allow for any issue of shares or other reorganisationof capital, the comparison referred to in subparagraph (a)may be made in terms of percentage holdings of the totalordinary share capital at the respective times, so that aperson whose percentage holding is greater at the latertime may be regarded as having acquired a percentageholding equal to the increase;(c) in deciding for the purposes of subparagraphs (b) and (c) ofparagraph 1 whether any person has acquired a holdingof at least 5 per cent or a holding which makes at least 5per cent when added to an existing holding, acquisitionsby, and holdings of, persons who are connected with eachother shall be aggregated as if they were acquisitions by,and holdings of, one and the same person;(d) any acquisition of shares under the will or on the intestacyof a deceased person and any gift of shares, if it is shownthat the gift is unsolicited and made without regard tosection 401 or 679(4), shall be disregarded.3. Where persons, whether members of the company or not, possessextraordinary rights or powers under the articles of associationor under any other document regulating the company and as a consequenceownership of ordinary share capital may not be an appropriatetest of whether there has been a major change in the personsfor whose benefit the losses or capital allowances may ultimatelyenure, then, in considering whether there has been a change inownership of the company for the purposes of section 401 or 679(4),holdings of all kinds of share capital, including preference shares, orof any particular category of share capital, or voting power or anyother special kind of power, may be taken into account instead ofordinary share capital.4. Where section 401 or 679(4) has operated to restrict relief byreference to a change in ownership taking place at any time, no transactionor circumstance before that time shall be taken into accountin determining whether there is any subsequent change in ownership.1396
[1997.] Taxes Consolidation Act, 1997. [No. 39.]Groups of companies5. (1) For the purposes of sections 401 and 679(4), a change in theownership of a company shall be disregarded if—(a) immediately before the change the company is a 75 per centsubsidiary of another company, and(b) that other company continues after the change, despite achange in the direct ownership of the first-mentionedcompany, to own that first-mentioned company as a 75per cent subsidiary.(2) If there is a change in the ownership of a company which hasa 75 per cent subsidiary, whether owned directly or indirectly, section401 or 679(4), as the case may be, shall apply as if there had alsobeen a change in the ownership of that subsidiary unless the changein ownership of the first-mentioned company is to be disregardedunder subparagraph (1).Provisions as to ownership6. For the purposes of sections 401 and 679(4) and this Schedule—(a) references to ownership shall be construed as references tobeneficial ownership, and references to acquisition shallbe construed accordingly,(b) a company shall be deemed to be a 75 per cent subsidiaryof another company if and so long as not less than 75 percent of its ordinary share capital is owned by that othercompany, whether directly or through another companyor other companies, or partly directly and partly throughanother company or other companies,(c) the amount of ordinary share capital of one company ownedby a second company through another company or othercompanies, or partly directly and partly through anothercompany or other companies, shall be determined inaccordance with subsections (5) to (10) of section 9, and(d) ‘‘share’’ includes ‘‘stock’’.Time of change in ownership7. (1) Where any acquisition of ordinary share capital or otherproperty or rights taken into account in determining that there hasbeen a change in ownership of a company—(a) was made in pursuance of a contract of sale or option orother contract, or(b) was made by a person holding such a contract,the time when the change in ownership took place shall be determinedas if the acquisition had been made when the contract wasmade with the holder or when the benefit of the contract wasassigned to the holder so that, in the case of a person exercising anoption to purchase shares, such person shall be regarded as havingpurchased the shares when such person acquired the option.(2) Subparagraph (1) shall not apply where the contract was madebefore the 16th day of May, 1973.1397Sch.9
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