172E Qualifying intermediaries.

(1) Subject to section 172F(6), section 172B shall not apply where a company resident in the State makes a relevant distribution through one or more than one qualifying intermediary for the benefit of a person beneficially entitled to the relevant distribution who is a non-liable person in relation to the relevant distribution.

(2) For the purposes of this Chapter, a person shall be a qualifying intermediary in relation to relevant distributions to be made to the person by a company resident in the State, and in relation to amounts or other assets representing such distributions to be paid or given to the person by another qualifying intermediary, if the person is an intermediary who—

(a) is resident in the State or who, by virtue of the law of a relevant territory, is resident for the purposes of tax in the relevant territory,

(b) has entered into a qualifying intermediary agreement with the Revenue Commissioners, and

(c) has been authorised by the Revenue Commissioners, by way of notice in writing, to be a qualifying intermediary in relation to relevant distributions to be made to the person by companies resident in the State, and in relation to amounts or other assets representing such distributions to be paid or given to the person by another qualifying intermediary, for the benefit of other persons who are beneficially entitled to the relevant distributions, which authorisation has not been revoked under subsection (6).

(3) A qualifying intermediary agreement shall be an agreement entered into between the Revenue Commissioners and an intermediary under the terms of which the intermediary undertakes—

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(a) to accept any declarations and notifications made or given to the intermediary in accordance with this Chapter and to retain such declarations and notifications for a period of not less than 6 years,

(b) to make all such declarations and notifications available for inspection by the Revenue Commissioners when requested to do so by notice in writing from the Commissioners,

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(a) to accept, and to retain for the longer of the following periods—

(i) a period of 6 years, or

(ii) a period which, in relation to the relevant distributions in respect of which the declaration or notification is made or, as the case may be, given, ends not earlier than 3 years after the date on which the intermediary has ceased to receive relevant distributions on behalf of the person who made the declaration or, as the case may be, gave the notification to the intermediary,

all declarations (and accompanying certificates) and notifications (not being a notice given to the intermediary by the Revenue Commissioners) which are made or, as the case may be, given to the intermediary in accordance with this Chapter and Schedule 2A,

(b) on being so required by notice in writing given to the intermediary by the Revenue Commissioners, to make available to the Commissioners, within the time specified in the notice—

(i) all declarations, certificates or notifications referred to in paragraph (a) which have been made or, as the case may be, given to the intermediary, or

(ii) such class or classes of such declarations, certificates or notifications as may be specified in the notice,

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(c) to inform the Revenue Commissioners if the intermediary has reasonable grounds to believe that any such declaration or notification made or given by any person was not, or may not have been, a true and correct declaration or notification at the time of the making of the declaration or the giving of the notification, as the case may be,

(d) to inform the Revenue Commissioners if the intermediary has at any time reasonable grounds to believe that any such declaration made by any person would not, or might not, be a true and correct declaration if made at that time,

(e) to operate the provisions of section 172F in a correct and efficient manner and provide to the Revenue Commissioners the return referred to in subsection (7) of that section within the time specified in that behalf in subsection (8) of that section,

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(f) to provide to the Revenue Commissioners an annual report on the intermediary’s compliance with the agreement, which report shall be signed by—

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(f) to provide to the Revenue Commissioners, not later than 3 months after the end of the first year of the operation of the agreement by the intermediary, a report on the intermediary’s compliance with the agreement in that year, which report shall be signed by—

(i) if the intermediary is a company, the auditor of the company, or

(ii) if the intermediary is not a company, a person who, if the intermediary were a company, would be qualified to be appointed auditor of the company,

and thereafter, on being required by notice in writing given to the intermediary by the Revenue Commissioners, to provide to the Commissioners, within the time specified in the notice, a similar report in relation to such other period of the operation of the agreement by the intermediary as may be specified in the notice,

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(i) if the intermediary is a company, the auditor of the company, or

(ii) if the intermediary is not a company, a person who, if the intermediary were a company, would be qualified to be appointed auditor of the company,

(g) if required by the Revenue Commissioners, to give a bond or guarantee to the Revenue Commissioners which is sufficient to indemnify the Commissioners against any loss arising by virtue of the fraud or negligence of the intermediary in relation to the operation by the intermediary of the agreement and the provisions of this Chapter,

(h) in the case where the intermediary is a depositary bank holding shares in trust for, or on behalf of, the holders of American depositary receipts—

(i) if authorised to do so by the Revenue Commissioners, to operate the provisions of subsection (3)(d) of section 172F, and

(ii) to comply with any conditions in relation to such operation as may be specified in the agreement,

and

(i) to allow for the verification by the Revenue Commissioners of the intermediary’s compliance with the agreement and the provisions of this Chapter in any other manner considered necessary by the Commissioners.

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(3A) The Revenue Commissioners may examine or take extracts from or copies of any declarations, certificates or notifications made available to the Commissioners under subsection (3)(b).

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(4) The Revenue Commissioners shall not authorise an intermediary to be a qualifying intermediary unless the intermediary—

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(a) is a company which holds a licence granted under section 9 of the Central Bank Act, 1971, or a person who holds a licence or other similar authorisation under the law of any relevant territory which corresponds to that section,

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(a) is a company which holds a licence granted under section 9 or an authorization granted under section 9A of the Central Bank Act 1971, or a person who holds a licence or other similar authorisation under the law of any relevant territory or of an EEA state which corresponds to the said section 9,

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(b) is a person who is wholly owned by a company or person referred to in paragraph (a),

(c) is a member firm of the Irish Stock Exchange Limited or of a recognised stock exchange in a relevant territory, or

(d) is in the opinion of the Revenue Commissioners a person suitable to be a qualifying intermediary for the purposes of this Chapter.

(5) The Revenue Commissioners shall maintain a list of intermediaries who have been authorised by the Commissioners to be qualifying intermediaries for the purposes of this Chapter and whose authorisations have not been revoked under subsection (6), and, notwithstanding any obligations as to secrecy or other restriction upon disclosure of information imposed by or under any statute or otherwise, the Revenue Commissioners may make available to any person the name and address of any such qualifying intermediary.

(6) Where, at any time after the Revenue Commissioners have authorised an intermediary to be a qualifying intermediary for the purposes of this Chapter, the Commissioners are satisfied that the intermediary—

(a) has failed to comply with the agreement referred to in subsection (3) or the provisions of this Chapter, or

(b) is otherwise unsuitable to be a qualifying intermediary,

they may, by notice in writing served by registered post on the intermediary, revoke the authorisation with effect from such date as may be specified in the notice.

(7) Notice of a revocation under subsection (6) shall be published as soon as may be in Iris Oifigiúil.

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(8) Without prejudice to the operation of subsection (6), the authorisation by the Revenue Commissioners of an intermediary as a qualifying intermediary for the purposes of this Chapter shall cease to have effect on the day before the seventh anniversary of the date from which such authorisation applied; but this shall not prevent—

(a) the intermediary and the Revenue Commissioners from agreeing to renew the qualifying intermediary agreement entered into between them in accordance with subsection (3) or to enter into a further such agreement, and

(b) a further authorisation by the Revenue Commissioners of the intermediary as a qualifying intermediary for the purposes of this Chapter.

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