Finance Act 2012

Merger of companies.

99.— The Principal Act is amended by inserting the following after section 87A:

“87B.— (1) In this section—

‘cross-border merger’ has the same meaning as in Regulation 2(1) of the European Communities (Cross-Border Mergers) Regulations 2008 ( S.I. No. 157 of 2008 );

‘merger’ has the same meaning as in Regulation 4 of the European Communities (Mergers and Divisions of Companies) Regulations 1987 ( S.I. No. 137 of 1987 );

‘SE’ means a European public limited-liability company (Societas Europaea or SE) as provided for by the SE Regulation;

‘SE merger’ means the formation of an SE by merger of 2 or more companies in accordance with Article 2(1) and subparagraph (a) or (b) of Article 17(2) of the SE Regulation;

‘SE Regulation’ means Council Regulation (EC) No. 2157/2001 of 8 October 2001 18 on the Statute for a European company (SE).

(2) Stamp duty shall not be chargeable on an instrument made for the purposes of the transfer of assets pursuant to a merger, a cross-border merger or an SE merger.”.

18 OJ No. L294, 10.11.2001, p.1