Finance Act 2017

SCHEDULE 2

Consequential Amendments to the Acts (within the meaning of section 82) following enactment of Companies Act 2014

Section 82

1. The Taxes Consolidation Act 1997 is amended—

(a) in section 11(b), by inserting “constitution,” before “articles”,

(b) in section 27(7)(b), by substituting “ Companies Act 2014 ” for “ Companies Act 1963 ”,

(c) in section 79(1)(a), in the definition of “profit and loss account” by substituting “statutory auditor appointed in accordance with Chapter 18 of Part 6 of the Companies Act 2014 ” for “auditor appointed under section 160 of the Companies Act 1963 ”,

(d) in section 116(1), in paragraph (b) of the definition of “control” by inserting “constitution,” before “articles”,

(e) in section 135(4)(e), by substituting “ section 7 of the Companies Act 2014 ” for “ section 155 of the Companies Act 1963 ”,

(f) in section 172A(1)(a), in the definition of “auditor” by substituting “statutory auditor of the company for the purposes of the Companies Act 2014 ” for “auditor of the company for the purposes of the Companies Acts 1963 to 1990”,

(g) in section 174—

(i) in subsection (2)(b) by substituting “ section 7 of the Companies Act 2014 ” for “ section 155 of the Companies Act 1963 ”, and

(ii) in subsection (3) by substituting “ section 7 of the Companies Act 2014 ” for “ section 155 of the Companies Act 1963 ”,

(h) in section 176(2), by substituting “ section 7 of the Companies Act 2014 ” for “ section 155 of the Companies Act 1963 ”,

(i) in section 178(7), by substituting “Chapter 7 of Part 3 of the Companies Act 2014 ” for “Part IV of the Companies (Amendment) Act, 1983 ”,

(j) in section 184(2), by substituting “ section 109 of the Companies Act 2014 ” for “ section 209 of the Companies Act 1990 ”,

(k) in section 201(1)(b)(ii), by inserting “constitution,” before “articles”,

(l) in section 202(1)(a), in subparagraph (ii) of the definition of “control” by inserting “constitution,” before “articles”,

(m) in section 208B(1), in paragraph (a) of the definition of “qualified person” by substituting “Part 6 of the Companies Act 2014 ” for “ section 187 of the Companies Act 1990 ”,

(n) in section 227(4)(b), by substituting “Companies Act 2014 or a former enactment relating to companies within the meaning of section 5 of that Act” for “Companies Acts 1963 to 1990”,

(o) in section 372AM(9C), by substituting “ section 7 of the Companies Act 2014 ” for “ section 155 of the Companies Act 1963 ”,

(p) in section 400(2), by inserting “constitution,” before “articles”,

(q) in section 481(1), in paragraph (c)(i) of the definition of “qualifying company” by substituting “Companies Act 2014” for “Companies Acts 1963 to 1999”,

(r) in section 487—

(i) in subparagraph (i) of the definition of “accounting profit” in subsection (1)(a)—

(I) by substituting the following for clause (I):

“(I) in the case of a company resident in the State that prepares entity financial statements, which complies with the requirements of Part 6 of the Companies Act 2014 , or in the case of a company that prepares group financial statements, which would be so shown if the company prepared entity financial statements in compliance with the requirements of Part 6 of the Companies Act 2014 , and”,

and

(II) in clause (II) by substituting “statutory auditor appointed in accordance with Chapter 18 of Part 6 of the Companies Act 2014 ” for “auditor appointed under section 160 of the Companies Act, 1963 ”,

and

(ii) by inserting the following after the definition of “base tax”:

“ ‘entity financial statements’ and ‘group financial statements’ have the same meaning as in section 274 of the Companies Act 2014 ;”,

(s) in section 488(1), in the definition of “debenture” by substituting “Companies Act 2014” for “Companies Act 1963”,

(t) in section 494(9), by substituting “Companies Act 2014” for “Companies Act 1963”,

(u) in section 499(3)—

(i) by substituting “within the meaning of Part 17 of the Companies Act 2014 ” for “within the meaning of the Companies (Amendment) Act 1983 ”, and

(ii) by substituting “section 1010” for “section 6” in both places where it occurs,

(v) in section 5 09(1), in the definition of “specified securities” by substituting “as referred to in section 17, 965 or 1004 of the Companies Act 2014 ” for “within the meaning of section 5 of the Companies Act 1963 ”,

(w) in section 521(2)(a), by substituting “ section 7 of the Companies Act 2014 ” for “ section 155 of the Companies Act 1963 ”,

(x) in section 531AA(1)—

(i) by substituting the following for the definitions of “holding company” and “subsidiary”:

“ ‘holding company’ has the same meaning as in section 8 of the Companies Act 2014 ;”,

and

(ii) by inserting the following after the definition of “return”:

“ ‘subsidiary’ has the same meaning as in section 7 of the Companies Act 2014 ;”,

(y) in section 533(da), by substituting “any” for “warrants in respect of shares (including share warrants (within the meaning of section 88 of the Companies Act 1963 )) and any other”,

(z) in section 541, by inserting the following subsection after subsection (1):

“(1A) (a) In this subsection ‘division’, ‘merger’, ‘successor company’ and ‘transferor company’ have the same meaning as in section 638A (inserted by the Finance Act 2017).

(b) For the purposes of subsection (1)(a), a successor company shall be deemed to be the original creditor in respect of a debt in a case in which that debt is transferred from a transferor company to the first-mentioned company as a result of a merger or division and the transferor company was the original creditor in respect of that debt.”,

(aa) in section 570, by substituting “ section 614 of the Companies Act 2014 ” for “ section 230 of the Companies Act 1963 ”,

(ab) in section 587, by inserting the following subsection after subsection (2):

“(2A) (a) In this subsection, ‘merger’ and ‘division’ have the same meaning as in section 638A (inserted by the Finance Act 2017).

(b) References in subsection (2) to shares being cancelled shall be deemed to include references to shares which are extinguished as a result of a merger or division.”,

(ac) in section 591(7)(c), by substituting “Companies Act 2014” for “Companies Act 1963”,

(ad) in section 615—

(i) in subsection (2)(a)(iv)(I) by substituting “Part 24 of the Companies Act 2014 ” for “Part XIII of the Companies Act 1990 ”, and

(ii) by inserting the following subsection after subsection (2):

“(2A) (a) In this subsection ‘division’, ‘merger’, ‘successor company’ and ‘transferor company’ have the same meaning as in section 638A (inserted by the Finance Act 2017).

(b) This section shall apply as if the transfer from a transferor company of all its assets to a successor company as a result of a merger or a division were the transfer of the whole of the company’s business and all the liabilities of the transferor company were the liabilities of the business of that transferor company where, immediately before the merger or division, the transferor company carried on a business.”,

(ae) in section 616(2)(a), by substituting “Companies Act 2014” for “Companies Act 1963”,

(af) in section 617(1)(c)(ii)(I), by substituting “Part 24 of the Companies Act 2014 ” for “Part XIII of the Companies Act 1990 ”,

(ag) in section 621(5), by substituting “ section 84 of the Companies Act 2014 ” for “ section 72 of the Companies Act 1963 ”,

(ah) in section 625(7), by inserting “or extinguished as a result of a merger or division within the meaning of section 638A (inserted by the Finance Act 2017)” after “cancelled”,

(ai) in section 626B(1)(b)(iv), by substituting “ section 614 of the Companies Act 2014 ” for “ section 230 of the Companies Act 1963 ”,

(aj) in section 657(1), in the definition of “company” by substituting “Companies Act 2014” for “Companies Act 1963”,

(ak) in section 723(1), in paragraph (a) of the definition of “excluded shares” by substituting “Part 24 of the Companies Act 2014 ” for “Part XIII of the Companies Act 1990 ”,

(al) in section 730A(8)(a)(ii), by substituting “a statutory auditor appointed under Chapter 18 of Part 6 of the Companies Act 2014 ” for “an auditor appointed under section 160 of the Companies Act 1963 ”,

(am) in section 734(1)(a)—

(i) in the definition of “collective investor” by substituting “Part 24 of the Companies Act 2014 ” for “Part XIII of the Companies Act 1990 ”, and

(ii) in subparagraph (iv) of the definition of “collective investment undertaking” by substituting “Part 24 of the Companies Act 2014 ” for “Part XIII of the Companies Act 1990 ”,

(an) in section 738(1)(a), in subparagraph (iii) of the definition of “undertaking for collective investment” by substituting “Part 24 of the Companies Act 2014 ” for “Part XIII of the Companies Act 1990 ”,

(ao) in section 739B(1)—

(i) in the definition of “collective investor” by substituting “Part 24 of the Companies Act 2014 ” for “Part XIII of the Companies Act 1990 ”, and

(ii) in paragraph (c) of the definition of “investment undertaking” by substituting “Part 24 of the Companies Act 2014 ” for “Part XIII of the Companies Act 1990 ”,

(ap) in section 739D(8E)(a)—

(i) in the definition of “relevant jurisdiction” by substituting “section 1408(1) of the Companies Act 2014 ” for “section 256F(1) of the Companies Act 1990 ”, and

(ii) in subparagraph (i) of the definition of “scheme of migration” by substituting “section 1408(1) of the Companies Act 2014 ” for “section 256F of the Companies Act 1990 ” and “Part 24” for “Part XIII”,

(aq) in section 747B(2A)(c)—

(i) in subparagraph (ii) by substituting “Part 24 of the Companies Act 2014 ” for “Part XIII of the Companies Act 1990 ”, and

(ii) in clause (II) of subparagraph (iv) by substituting “Part 24 of the Companies Act 2014 ” for “Part XIII of the Companies Act 1990 ”,

(ar) in section 752(2)(a), in subparagraph (ii) of the definition of “control” by inserting “constitution,” before “articles”,

(as) in section 815(1), in the definition of “securities” by substituting “Companies Act 2014” for “Companies Act 1963”,

(at) in section 838(1)(a), in the definition of “qualifying shares” by substituting “Chapter 1 of Part 24 of the Companies Act 2014 ” for “Part XIII of the Companies Act 1990 ”,

(au) in section 869(1)(d), by substituting “ section 51 of the Companies Act 2014 ” for “ section 379 of the Companies Act 1963 ”,

(av) in section 882(3), by substituting “Companies Act 2014” for “Companies Act 1963”,

(aw) in section 898B(1), in the definition of “securities” by substituting “Companies Act 2014” for “Companies Act 1963”,

(ax) in section 904A(1), in the definition of “auditor” by substituting “Part 6 of the Companies Act 2014 ” for “Part X of the Companies Act 1990 ”,

(ay) in section 960O—

(i) in subsection (1)—

(I) by substituting the following for the definition of “Act of 1963;”:

“ ‘Act of 2014’ means the Companies Act 2014 ;”,

(II) in the definition of “relevant date” by substituting “section 621 of the Act of 2014” for “section 285 of the Act of 1963”,

(III) in the definition of “relevant subsection” by substituting “section 621 of the Act of 2014.” for “section 285 of the Act of 1963.”,

(ii) in subsection (2) by substituting “section 440 of the Act of 2014” for “section 98 of the Act of 1963”,

(iii) in subsection (3)—

(I) in paragraph (a) by substituting “section 621 of the Act of 2014” for “section 285 of the Act of 1963”, and

(II) by substituting the following for paragraph (b):

“(b) For the purposes of section 440 of the Act of 2014, paragraph (a) is deemed to be included in section 621 of that Act.”,

and

(iv) in subsection (4)(a) by substituting “section 440 of the Act of 2014” for “section 98 of the Act of 1963”,

(az) in section 1001(2), by substituting “Companies Act 2014” for “Companies Act 1963”,

(ba) in section 1002(1), in subparagraph (iii)(II) of the definition of “relevant period” by substituting “ section 621 of the Companies Act 2014 ” for “ section 285 of the Companies Act 1963 ”,

(bb) in section 1076(1)(b), by substituting “ section 129 of the Companies Act 2014 ” for “ section 175 of the Companies Act 1963 ”,

(bc) in section 1079(1), in paragraph (a)(i) of the definition of “relevant person” by substituting “a statutory auditor to the company appointed in accordance with Chapter 18 of Part 6 of the Companies Act 2014 ” for “an auditor to the company appointed in accordance with section 160 of the Companies Act 1963 (as amended by the Companies Act 1990 )”,

(bd) in section 1080(4)(d), by substituting “sections 440 and 621 of the Companies Act 2014 ” for “sections 98 and 285 of the Companies Act 1963 ”,

(be) in section 1091(1), by substituting “Companies Act 2014” for “ Companies Act 1963”,

(bf) in paragraph 3 of Schedule 9, by inserting “constitution,” before “articles”,

(bg) in Schedule 11—

(i) in paragraph 10(2) by inserting “constitution or” after “the company’s”,

(ii) in paragraph 10(3)(a) by inserting “constitution or” after “specified in the”,

(iii) in paragraph 10(3)(b) by inserting “constitution or” before “articles”,

(iv) in paragraph 11A(4) by inserting “constitution or” after “the company’s”,

(v) in paragraph 11A(5)(a) by inserting “constitution or” after “specified in the”, and

(vi) in paragraph 11A(5)(b) by inserting “constitution or” before “articles”,

(bh) in Schedule 12—

(i) in paragraph 14(2)(a) by inserting “constitution or” before “articles”,

(ii) in paragraph 14(3)(a) by inserting “constitution or” before “articles”, and

(iii) in paragraph 14(3)(b) by inserting “constitution or” before “articles”,

(bi) in Schedule 12A—

(i) in paragraph 13(2) by inserting “constitution or” before “articles”,

(ii) in paragraph 13(3)(a) by inserting “constitution or” before “articles”,

(iii) in paragraph 13(3)(b) by inserting “constitution or” before “articles”,

(iv) in paragraph 16(1)(b) by substituting “ section 453 of the Companies Act 2014 ” for “ section 201 of the Companies Act 1963 ”,

(v) in paragraph 16(1)(c) by substituting “ section 457 of the Companies Act 2014 ” for “ section 204 of the Companies Act 1963 ”,

(vi) in paragraph 22(1)(b) by substituting “ section 453 of the Companies Act 2014 ” for “ section 201 of the Companies Act 1963 ”, and

(vii) in paragraph 22(1)(c) by substituting “ section 457 of the Companies Act 2014 ” for “ section 204 of the Companies Act 1963 ”,

and

(bj) in paragraph 1(3)(a)(i) of Schedule 18B by inserting “constitution,” after “status,”.

2. The Vehicle Registration and Taxation Regulations 1992 ( S.I. No. 318 of 1992 ) are amended, in the proviso to Regulation 17(2), by substituting “section 707(1) of the Companies Act 2014 (No. 38 of 2014)” for “section 305(1) of the Companies Act 1963 (No. 33 of 1963)”.

3. The Stamp Duties Consolidation Act 1999 is amended—

(a) in section 31(1)(b), by deleting “(being stock or marketable securities other than any share warrant issued in accordance with section 88 of the Companies Act 1963 )”,

(b) by deleting sections 64, 65 and 66, and

(c) in Schedule 1, by deleting the heading “SHARE WARRANT issued under the provisions of the Companies Act 1963 , and STOCK CERTIFICATE to bearer, and any instrument to bearer issued by or on behalf of any company or body of persons formed or established in the State and having a like effect as such a share warrant or such a stock certificate to bearer, expressed in the currency of the State”.

4. Part 10 of the Capital Acquisitions Tax Consolidation Act 2003 is amended—

(a) in section 101, by inserting the following after subsection (3):

“(4) (a) In this subsection—

‘division’ means a division undertaken in accordance with Chapter 4 of Part 9 of the Companies Act 2014 ;

‘merger’ means a merger undertaken in accordance with Chapter 3 of Part 9 of the Companies Act 2014 ;

‘successor company’ means a company to which assets have been transferred from a transferor company as a result of a merger or division;

‘transferor company’ means a company from which assets have been transferred to a successor company or successor companies as a result of a merger or division.

(b) For the purposes of subsection (2)(b), relevant business property shall not be regarded as having been sold where it was transferred from a transferor company to a successor company as a result of a merger or a division.”,

and

(b) in section 104, by inserting the following after subsection (3):

“(4) (a) In this subsection ‘division’, ‘merger’, ‘successor company’ and ‘transferor company’ have the meanings assigned to them by section 101(4)(a).

(b) For the purposes of subsection (3), a transfer of an asset from a transferor company to a successor company as a result of a merger or a division shall not be regarded as a disposal.”.