Finance Act, 1984
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Qualifying companies. |
15.—(1) A company is a qualifying company if it is incorporated in the State and complies with the requirements of this section. | |
(2) The company must, throughout the relevant period, be an unquoted company which is resident in the State and not resident elsewhere, and be— | ||
(a) a company which exists wholly for the purpose of carrying on wholly or mainly in the State one or more qualifying trades; or | ||
(b) a company whose business consists wholly of— | ||
(i) the holding of shares or securities of, or the making of loans to, one or more qualifying subsidiaries of the company; or | ||
(ii) both the holding of such shares or securities, or the making of such loans and the carrying on wholly or mainly in the State of one or more qualifying trades. | ||
(3) In this section “qualifying subsidiary”, in relation to a company, means a subsidiary of that company of a kind which a company may have by virtue of section 26 . | ||
(4) Without prejudice to the generality of subsection (2) but subject to subsection (5), a company ceases to comply with subsection (2) if before the end of the relevant period a resolution is passed, or an order is made, for the winding up of the company (or, in the case of a winding up otherwise than under the Companies Act, 1963 , any other act is done for the like purpose) or the company is dissolved without winding up. | ||
(5) A company shall not be regarded as ceasing to comply with subsection (2) if it does so by reason of being wound up or dissolved without winding up and— | ||
(a) it is shown that the winding up or dissolution is for bona fide commercial reasons and not part of a scheme or arrangement the main purpose or one of the main purposes of which is the avoidance of tax; and | ||
(b) the company's net assets, if any, are distributed to its members before the end of the relevant period or, in the case of a winding up, the end (if later) of three years from the commencement of the winding up. | ||
(6) The company's share capital must not, at any time in the relevant period, include any issued shares that are not fully paid up. | ||
(7) (a) Subject to section 26 , the company must not at any time in the relevant period— | ||
(i) control (or together with any person connected with it control) another company or be under the control of another company (or of another company and any person connected with that other company); or | ||
(ii) be a 51 per cent. subsidiary of another company or itself have a 51 per cent. subsidiary; | ||
and no arrangements must be in existence at any time in that period by virtue of which the company could fall within subparagraph (i) or (ii). | ||
(b) In this subsection “51 per cent. subsidiary”, in relation to any company, has the meaning assigned to it, for the purposes of the Corporation Tax Acts, by section 156 of the Corporation Tax Act, 1976 . | ||
(8) A company is not a qualifying company if— | ||
(a) (i) an individual has acquired a controlling interest in the company's trade after the 5th day of April, 1984; and | ||
(ii) at any time in the period mentioned in subsection (11) he has, or has had, a controlling interest in another trade; and | ||
(b) the trade carried on by the company, or a substantial part of it— | ||
(i) is concerned with the same or similar types of property or parts thereof or provides the same or similar services or facilities as the other trade; or | ||
(ii) serves substantially the same or similar outlets or markets as the other trade. | ||
(9) For the purposes of this section a person has a controlling interest in a trade— | ||
(a) in the case of a trade carried on by a company if— | ||
(i) he controls the company; | ||
(ii) the company is a close company for the purposes of the Corporation Tax Acts and he or an associate of his is a director of the company and the beneficial owner of, or able directly or through the medium of other companies or by any other indirect means to control, more than 30 per cent. of the ordinary share capital of the company; or | ||
(iii) not less than half of the trade could in accordance with section 20 (12) of the Corporation Tax Act, 1976 , be regarded as belonging to him; | ||
(b) in any other case, if he is entitled to not less than half of the assets used for, or the income arising from, the trade. | ||
(10) For the purposes of subsection (9) there shall be attributed to any person any rights or powers of any other person who is an associate of his. | ||
(11) The period referred to in subsection (8) (a) (ii) is the period beginning two years before and ending three years after— | ||
(a) the date on which the shares were issued; or | ||
(b) if later, the date on which the company began to carry on the trade. | ||
(12) In subsections (8) and (11) references to a company's trade include references to the trade of any of its subsidiaries. |