Finance Act 2004
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Transitional arrangements in relation to section 18 (1)(a)(ii). |
19.—(1) In this section— | |
“auditor” means— | ||
(a) in relation to a company or its qualifying subsidiary, the person or persons appointed as auditor of the company or its qualifying subsidiary, as appropriate, for all the purposes of the Companies Acts 1963 to 2003, and | ||
(b) in relation to a specified designated fund, the person or persons appointed as auditor of that fund; | ||
“certifying agency” has the meaning assigned to it by section 488 of the Principal Act; | ||
“certifying Minister” has the meaning assigned to it by section 488 of the Principal Act; | ||
“County Enterprise Board” means a board referred to in the Schedule to the Industrial Development Act 1995 ; | ||
“eligible shares” has the meaning assigned to it by section 488 of the Principal Act; | ||
“industrial development agency” has the meaning assigned to it by section 488 of the Principal Act; | ||
“the principal provisions” means Part 16 of the Principal Act; | ||
“prospectus”, in relation to a company, means any prospectus, notice, circular or advertisement, offering to the public for subscription or purchase any eligible shares of the company, and in this definition “the public” includes any section of the public, whether selected as members of the company or as clients of the person issuing the prospectus or in any other manner; | ||
“qualifying subsidiary”, in relation to a company, has the same meaning as it has for the purposes of section 495 of the Principal Act; | ||
“qualifying trading operations” has the meaning assigned to it by section 496 of the Principal Act; | ||
“specified designated fund” means an investment fund designated under section 508 of the Principal Act which closed on or before 4 February 2004; | ||
“the specified period” means the period beginning on 5 February 2003 and ending on 4 February 2004. | ||
(2) This section applies to a company which, or whose qualifying subsidiary, either carries on or intends to carry on one or more of the qualifying trading operations. | ||
(3) Subject to subsection (7) where the conditions in either subsection (4) or (5) are met, section 18 (1)(a)(ii) shall apply as if, in the case of a company to which this section applies, “31 December 2004” were substituted for “4 February 2004”. | ||
(4) The conditions of this subsection referred to in subsection (3) are— | ||
(a) the eligible shares are issued by the company on or before 31 December 2004, and | ||
(b) the eligible shares are issued following a subscription on behalf of an individual by a person or persons having the management of a specified designated fund, and | ||
(c) the company proves to the satisfaction of the Revenue Commissioners that on or before 4 February 2004 it had the intention of raising money before that date under the principal provisions through the specified designated fund referred to in paragraph (b), | ||
and in determining whether they are satisfied that the company has complied with the requirements specified in paragraph (c) the Revenue Commissioners shall have regard to the following— | ||
(i) (I) signed heads of agreement between the company and the fund, or | ||
(II) exchange of correspondence between the company and the fund showing a clear intention that the fund intended to subscribe for eligible shares in the company, | ||
(ii) a certificate by the auditor of the fund confirming that it is a specified designated fund, and | ||
(iii) any other information the Revenue Commissioners deem necessary for the purpose. | ||
(5) The conditions of this subsection referred to in subsection (3) are— | ||
(a) the eligible shares are issued by the company on or before 31 December 2004, and | ||
(b) the company proves to the satisfaction of the Revenue Commissioners that on or before 4 February 2004 it had an intention to raise money under the principal provisions, and in determining whether they are so satisfied the Revenue Commissioners shall have regard to one or more of the following— | ||
(i) an application in writing made by the company to the Revenue Commissioners in the specified period for the opinion of the Revenue Commissioners as to whether the company would be a qualifying company for the purposes of the principal provisions, | ||
(ii) an application in writing made by the company to an industrial development agency in the specified period for a certificate referred to in section 489(2)(e) of the Principal Act, | ||
(iii) an application in writing made to a certifying agency, certifying Minister or County Enterprise Board in the specified period for a certificate under section 497 of the Principal Act, and | ||
(iv) the publication in the specified period of a prospectus by, or on behalf of, the company, | ||
and | ||
(c) (i) in the case of a company which, or whose qualifying subsidiary, either carries on or intends to carry on a qualifying trading operation as is mentioned in subparagraph (i), (ii), (iii), (v), (viii), (ix), (xi) or (xiii) of paragraph (a) of section 496(2) of the Principal Act, that in the specified period the company or its qualifying subsidiary, as the case may be, had entered into a binding contract in writing— | ||
(I) to purchase or lease land or a building, | ||
(II) to purchase or lease plant or machinery, or | ||
(III) for the construction or refurbishment of a building, | ||
to be used in the carrying on of its qualifying trading operation, | ||
(ii) in the case of a company which, or whose qualifying subsidiary, either carries on or intends to carry on a qualifying trading operation as is mentioned in subparagraph (vii) of paragraph (a) of section 496(2) of the Principal Act, that in the specified period the company or its qualifying subsidiary, as the case may be, had entered into a binding contract in writing— | ||
(I) to purchase or lease greenhouses, | ||
(II) to purchase or lease plant or machinery, or | ||
(III) for the construction or refurbishment of greenhouses, | ||
to be used in the carrying on of its qualifying trading operation, and | ||
(iii) in the case of a company which, or whose qualifying subsidiary, either carries on or intends to carry on a qualifying trading operation as is mentioned in subparagraph (xii) of paragraph (a) of section 496(2) of the Principal Act, that in the specified period the company or its qualifying subsidiary, as the case may be, had entered into a binding contract in writing for the production, publication, marketing or promotion of the qualifying recording or qualifying recordings which the company or its qualifying subsidiary, as the case may be, intends to produce, | ||
and the company proves to the satisfaction of the Revenue Commissioners that the contract which it or its qualifying subsidiary, as the case may be, had entered into was integral to, or consistent with, the purpose for which it had intended to raise money under the principal provisions and that the consideration of the contract is equal to 25 per cent or more of the money which it is intended to so raise. | ||
(6) For the purposes of subsection (5)— | ||
(a) the date on which a contract was entered into by a company or, as the case may be, its qualifying subsidiary, and | ||
(b) the date on which a prospectus was published by, or on behalf of, a company, | ||
shall be confirmed in a certificate by the auditor of the company, or its qualifying subsidiary, as appropriate. | ||
(7) If, in accordance with an order made by the Minister for Finance under subsection (3)(c) of section 18 , subsection (2) of that section comes into operation on a date earlier than 1 January 2005, this section shall cease to apply and have effect as on and from that earlier date. |