739V Transfer of IREF business to a company

(1)In this section—

“the Acts” means the Tax Acts and the Capital Gains Tax Acts;

“specified company” means a company that is formed under the laws of, and is registered in, a Member State or an EEA state;

“transferred business” means the IREF business, the IREF assets and any assets ancillary to the IREF business referred to in subsection (2) (a)(i) or (ii), as the case may be.

(2) This section applies—

(a)where an investment undertaking—

(i)transfers the whole of its IREF business and its IREF assets, including any assets ancillary to the IREF business, or

(ii)which carries out activities which would be regarded as dealing in or developing land and other IREF business, transfers the part of its IREF business and its IREF assets, including any assets ancillary to the IREF business, that relate to dealing in or developing land,

to a specified company which is within the charge to corporation tax in respect of the transferred business and the charge to capital gains tax in respect of any IREF assets the disposal of which would not be within the charge to corporation tax,

(b)(i) where shares in the specified company are issued to the unit holders in the investment undertaking in respect of and in proportion to (or as nearly as may be in proportion to) their unit holdings in the investment undertaking,

(ii)all of the shares issued are ordinary shares with equal rights, and

(iii)the investment undertaking receives no part of the consideration for the transfer referred to in paragraph (a) (otherwise than by the specified company taking over the whole or part of the liabilities of its business),

(c)where upon completion of the transfer referred to in paragraph (a), the investment undertaking has no assets that relate to the transferred business,

(d)where the shares concerned are issued on or before 1 July 2017, and

(e)where the investment undertaking does not carry on any business similar to the transferred business after the date of such transfer referred to in paragraph (a).

(3) Subject to subsection (4), for the purpose of the Acts, in respect of a transfer to which this section applies—

(a)the investment undertaking shall be deemed to have disposed of all assets in use for the purposes of the transferred business for the value at which they are carried in the accounts,

(b)the specified company—

(i)shall be deemed, as if it had been in existence since the commencement of the transferred business by the investment undertaking, in relation to the transferred business up to the date of transfer—

(I) to have carried out all activities, incurred all expenses, acquired all assets, borrowed all monies, and monies borrowed at or about the time of the purchase of premises shall be treated as having been employed in the purchase of those premises, and earned all profits and incurred all losses of the investment undertaking, and

(II) to have made all such claims for any allowances, deductions and reliefs as it would have been entitled to had it carried on the transferred business since its commencement,

and shall, after the date of transfer, be subject to tax under the Acts as if it had carried out all transactions carried out by the investment undertaking prior to the transfer, and

(ii)for the purpose of the Capital Gains Tax Acts shall be treated as if any assets included in the transfer were acquired by the specified company on the date of transfer for consideration equal to the value of the assets in the accounts of the investment undertaking,

and

(c) the unit holder shall not be treated as having disposed of the units or as having acquired the shares or any part of them, but the units (taken as a single asset) and the shares (taken as a single asset) shall be treated as the same asset acquired as the units were acquired.

(4)For the purposes of this Chapter, the transfer shall constitute an IREF taxable event but the investment undertaking, a unit holder and the specified company may jointly elect that the tax due under sections 739O and 739P becomes due and payable on the earlier of—

(a)a date not later than 60 days after the disposal of the shares in the specified company,

(b)the tenth anniversary of the date of the transfer,

(c)the appointment of a liquidator to the specified company, or

(d)the specified company ceasing to be resident, under the law of a Member State or an EEA state, in that territory for the purposes of tax,

and the specified company shall, not later than 21 days after the date of the end of each of the calendar years which follow the year in which the transfer occurs, deliver a statement to the Revenue Commissioners, in the prescribed form, providing such information as may be required for the purposes of this subsection.

(5)Any instrument giving effect to a transfer to which this section applies shall not be chargeable to stamp duty under the Stamp Duties Consolidation Act 1999.