The Finance Bill 2017 certainly brings some good news, with its measures to provide tax relief for domestic mergers and in effect have the tax legislation ‘catch up’ with the legal provisions on domestic mergers contained in the Companies Act 2014 ( the ‘Act’). Entity simplification continues to be of interest to corporate groups who feel the burden of annual compliance costs in keeping dormant or superfluous companies alive. Traditional options such as members’ voluntary liquidations or the more cost effective voluntary strike offs usually come to the forefront of the minds of directors or financial controllers in such discussions and continue to be available. However, the relatively new domestic merger option presented by Act should be making that list too. This allows one Irish company to merge into another Irish company and be dissolved as a matter of law without the need for a liquidation. Since the commencement of the Act in June 2015 such mergers have been possible and indeed a healthy number have taken place but like many novel concepts this option has also been approached by some with relative caution. Tax uncertainty was unhelpful too. Questions over the availability of reliefs under heads of charge such as stamp duty, capital gains tax and capital acquisitions tax needed to be considered on a case by case basis in the absence of answers in updated tax legislation. The Finance Bill 2017 means that the tax position and available reliefs in mergers will become much clearer. This, coupled with the fact that domestic mergers can be done by way of summary approval procedure (where all the shareholders agree) rather than going down the court route means that this should be an attractive and cost effective option to groups wishing to get rid of ‘dead wood’ entities. This procedure involves, in the main, the swearing of a declaration of solvency by the directors of each merging entity and a unanimous shareholder resolution. There is no requirement for publication of newspaper notices and this method of dissolution does not carry with it the risk that the dissolved company could potentially be re-instated in the future. In short, it can prove to be an efficient, cost effective way of tidying up a group structure and should be high up on the list of entity simplification options available in respect of Irish companies these days.
Paving the way: Finance Bill 2017