Taxes Consolidation Act, 1997 (Number 39 of 1997)
CHAPTER 2
Corporation tax: returns of profits
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882Particulars to be supplied by new companies
[CTA76 s141(1), (1A), (1B) and (3) and s154; FA95 s58]
(1) In this section, “secretary” includes persons mentioned in section 1044(2) and, in the case of a company not resident in the State, the agent, manager, factor or other representative of the company.
(2) Every company which commences to carry on a trade, profession or business shall, within 30 days from the date of such commencement, deliver to the Revenue Commissioners a statement in writing containing the following particulars—
(a) the name of the company,
(b) the address of its registered office in the State or, in the case of a company not resident in the State, the address of its principal place of business in the State,
(c) the name of the secretary or, in the case of a company not resident in the State, the name and address of the agent, manager, factor or other representative of the company,
(d) the date of commencement of the trade, profession or business or, in the case of a company not resident in the State, the date of commencement of its trade or profession in the State,
(e) the nature of the trade, profession or business, and
(f) the date to which the first accounts relating to such trade, profession or business will be made up;
but this subsection shall not apply to a company which is neither resident nor incorporated in the State unless it commences to carry on a trade, profession or business in the State.
(3) Subject to subsection (4), every company which is incorporated in the State and is neither resident in the State nor carrying on a trade, profession or business in the State shall, in every case within 30 days of—
(a) the date on which it commences to carry on a trade, profession or business, wherever carried on,
(b) any time at which there is a material change in information previously delivered by the company under this subsection, and
(c) the giving of a notice to the company by an inspector requiring a statement under this subsection,
deliver to the Revenue Commissioners a statement in writing containing particulars of—
(i) the name of the company,
(ii) the address of its registered office in the State and the address of its principal place of business,
(iii) the nature of the trade, profession or business,
(iv) the name and address of the secretary of the company,
(v) (I) where the company is controlled by a company the shares in which are listed in the official list of a recognised stock exchange and have been the subject of dealings on such an exchange in the period of 12 months ending at the time at which the statement is delivered, the name of that company and the address of its registered office, and
(II) in any other case, the name and address of any individual or individuals who have control of the company,
(vi) the territory in which the central management and control of the company is normally carried out, and
(vii) such other information as the Revenue Commissioners consider necessary for the purposes of determining the territory in which the company is resident for the purposes of tax.
(4) Subsection (3) shall not apply to a company (in this subsection referred to as “the first-mentioned company”) if, at the time at which a statement under that subsection would apart from this subsection have to be delivered, there is a company which is a 90 per cent subsidiary of the first-mentioned company carrying on a trade or profession in the State.
(5) For the purposes of this section—
(a) sections 412 to 418 shall apply for the purposes of this paragraph as they would apply for the purposes of Chapter 5 of Part 12 if section 411(1)(c) were deleted, and
(b) control shall be construed in accordance with section 432.
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882Particulars to be supplied by new companies.
(1) (a) In this section—
“secretary” includes persons mentioned in section 1044(2) and, in the case of a company not resident in the State, the agent, manager, factor or other representative of the company;
“settlor” and “settlement” have the same meanings as in section 10;
“tax”, in relation to a territory other than the State, means any tax imposed in that territory which corresponds to income tax or corporation tax;
“ultimate beneficial owners”, in relation to a company, means—
(i) the individual or individuals who have control of the company, or
(ii) where a person, whether alone or together with other persons, who controls the company controls it in the capacity as the trustee of a settlement, any person who in relation to the settlement—
(I) is a settlor, or
(II) is, or can under any scheme or arrangement reasonably expect to become, a beneficiary under the settlement, or
(III) where such settlor or beneficiary, as the case may be, is a company, the ultimate beneficial owners of that company.
(b) For the purposes of this section, control shall be construed in accordance with section 432.
(2) Every company which is incorporated in the State or which commences to carry on a trade, profession or business in the State shall, in every case within 30 days of—
(a) the date on which it commences to carry on a trade, profession or business, wherever carried on,
(b) the date at which there is a material change in information previously delivered by the company under this section, and
(c) the giving of a notice to the company by an inspector requiring a statement under this section,
deliver to the Revenue Commissioners a statement in writing containing particulars of—
(i) in the case of every company—
(I) the name of the company,
(II) the address of the company’s registered office,
(III) the address of its principal place of business,
(IV) the name and address of the secretary of the company,
(V) the date of commencement of the trade, profession or business,
(VI) the nature of the trade, profession or business,
(VII) the date up to which accounts relating to such trade, profession or business will be made up, and
(VIII) such other information as the Revenue Commissioners consider necessary for the purposes of the Tax Acts;
(ii) in the case of a company which is incorporated, but not resident, in the State—
(I) the name of the territory in which the company is, by virtue of the law of that territory, resident for tax purposes,
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(II) where subsection (2) of section 23A does not apply by virtue of subsection (3) of that section, the name and address of the company referred to in that latter subsection which carries on a trade in the State, and
(III) where the company is treated as not resident in the State by virtue only of subsection (4) of section 23A—
(A) if the company is controlled by another company the principal class of the shares of which is substantially and regularly traded on one or more than one recognised stock exchange in a relevant territory (within the meaning of section 23A) or territories, the name of the other company and the address of its registered office, and
(B) in any other case, the name and address of the individuals who are the ultimate beneficial owners of the company,
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and
(iii) in the case of a company which is neither incorporated in the State nor resident in the State but which carries on a trade, profession or business in the State—
(I) the address of the company’s principal place of business in the State,
(II) the name and address of the agent, manager, factor or other representative of the company, and
(III) the date of commencement of the company’s trade, profession or business in the State.
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(3) Where a company fails to deliver a statement which it is required to deliver under this section then, 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 give a notice in writing to the registrar of companies (within the meaning of the Companies Act, 1963) stating that the company has so failed to deliver a statement under this section.
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(3) Where a company fails to deliver a statement which it is required to deliver under this section, then, notwithstanding any obligations as to secrecy or other restriction upon disclosure of information imposed by or under any statute or otherwise—
(a) the Revenue Commissioners, or
(b) such officer of the Revenue Commissioners as is nominated by the Commissioners for the purposes of this section,
may give a notice in writing, or in such other form as the Revenue Commissioners may decide, to the registrar of companies (within the meaning of the [4]>Companies Act, 1963<[4][4]>Companies Act 2014<[4]) stating that the company has so failed to deliver a statement under this section.
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Substituted by FA99 s83(1). This section shall apply— (a) in the case of companies which are incorporated on or after the 11th day of February, 1999, as on and from that day, and (b) in the case of companies which were incorporated before the 11th day of February, 1999, as on and from the 1st day of October, 1999.
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Note: Per FA14 s43(2) certain important conditions apply with reference to the company’s ownership and date of incorporation. FA14 s43(2) cannot be consolidated but is reproduced here in full. References to the “Principle Act” are to TCA97. (a) Subject to paragraph (b), this section shall have effect from 1 January 2015. (b) As respects a company incorporated before 1 January 2015, this section shall have effect— (i) after 31 December 2020, or (ii) from the date, after 31 December 2014, of a change in ownership of the company where there is a major change in the nature or conduct of the business of the company within the relevant period, whichever is the earlier. (c) In paragraph (b) “relevant period” means a period— (i) beginning on the later of— (I) 1 January 2015, or (II) the date which occurs one year before the date of the change in ownership of the company referred to in that paragraph, and (ii) ending 5 years after the date of that change of ownership. (d) For the purposes of the references in paragraphs (b) and (c) to a change in ownership of a company, Schedule 9 (other than paragraph 4 of that Schedule) to the Principal Act shall apply as if references in that Schedule to section 401 or 679(4) of the Principal Act were references to the said paragraphs (b) and (c). (e) For the purposes of paragraph (b), “a major change in the nature or conduct of the business of the company” means— (i)a major change in the nature or conduct of a trade (within the meaning of section 401(1)(a) or (b) of the Principal Act) carried on by the company, (ii) the commencement by the company of a new trade, or (iii) a major change arising from the acquisition by the company of property or of an interest in, or right over, property. S.I. No. 386 of 2016 orders as follows: section 882(2)(c) of the Taxes Consolidation Act 1997 applies the legislation governing the electronic filing of tax information to statements required under that paragraph, and the electronic fi ling legislation applies to statements due under the provisions of section 882(2)(c) on or after 29th July 2016.