Taxes Consolidation Act 1997 section 633D

Mergers where a company is dissolved without going into liquidation

Section 633D provides that where a wholly owned subsidiary transfers all its assets and liabilities to its parent company and is dissolved without going into liquidation, the parent is not treated as having disposed of the share capital it held in the subsidiary.

• Where a wholly owned subsidiary transfers all its assets and liabilities to its parent company and is dissolved without going into liquidation, the transfer is not treated as a disposal by the parent of the share capital it held in the subsidiary.
• Before 2008, Irish law did not permit a company to be dissolved without going into liquidation.
• The introduction of the cross-border mergers regulations in 2008 allowed a transferring company in a merger to be dissolved automatically without going into liquidation.
• This section ensures that such a merger is not taxable, in line with Article 7 of the Mergers Directive.