Taxes Consolidation Act 1997 section 617A

Transfers arising from certain mergers under Companies Act 2014

Section 617A provides that a domestic merger by absorption under the Companies Act 2014 does not give rise to a disposal by the parent company of its shareholding in the subsidiary.

• Where a wholly owned subsidiary transfers all its assets and liabilities to its parent company under a merger by absorption, the parent is not treated as having disposed of its shares in the subsidiary.
• The merger must qualify under Chapter 3 of Part 9 or Chapter 16 of Part 17 of the Companies Act 2014.
• Cross-border mergers were already provided for under section 633D, which implements the Mergers Directive (Council Directive 2009/133/EC); section 617A extends equivalent treatment to domestic mergers.
• The section was introduced by Finance Act 2021 to address the gap that arose because domestic mergers were not provided for in Irish law until the Companies Act 2014 came into effect.