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Tax And Legal

Share For Share / Share for Undertaking

Tax Efficient Acquisition or Reorganisation through a Share-for-Share Exchange or Share for Undertaking Exchange

A share-for-share exchange involves the disposal of shares in one company and the acquisition of shares in another. There are many scenarios where a share-for-share exchange may be the appropriate course of action for your client. This may include the acquisition of a new business, to facilitate a group reorganisation or the creation of a group.

One of the key reasons for using the share-for-share exchange mechanism is to take advantage of available reliefs. Where it is correctly executed, a company may claim relief from stamp duty under section 79 or section 80 of the Stamp Duty Consolidation Act (SDCA) 1999, applicable and relief from capital tax under Section 584 and 586 of TCA 1997.

However, a share-for-share transaction is an often complex and lengthy process, and a great deal of care needs to be taken to avoid unforeseen tax liabilities.

Before carrying out a share-to-share exchange transaction, it is important to have a full understanding of the conditions that apply to qualify for tax relief

For more information and to discuss your client’s needs, email us or call us today on 053-9100000. We look forward to working with your practice.

How OmniPro Can Help

Our team has a detailed understanding of company law and sits side by side with our tax and corporate restructuring professionals, so you can be confident that the approach we suggest will be legally compliant and tax efficient.

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For the transaction to qualify for relief, the conditions include, but are not limited to, there being a bona fide scheme of reconstruction or amalgamation; the scheme being effected for genuine commercial purposes; and the reconstruction/amalgamation not being undertaken for tax avoidance purposes. Moreover, the acquiring company must be limited, and 90% of the value of the consideration must be attributable to the shares issued by the acquiring company.

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Before attempting to carry out a share-to-share exchange transaction, it is important to have a full understanding of these and other conditions for qualifying for tax relief – and to understand the circumstances under which relief can be clawed back. Additional conditions apply where the scheme of reconstruction or amalgamation takes places over an extended period.

With OmniPro working on the planning and paperwork, you can be confident that the transaction is executed correctly and achieves the desired results, while you get on with helping your client grow and develop their businesses.

Steps Involved in Effecting a Share to Share Exchange

Before we can proceed with drafting a quotation or the necessary documentation for the company involved, we will need the following:

  • Statutory register or last annual return
  • Copy of latest financial statements for the target company or companies
  • Current constitution for each company involved
  • Details of shares to be allotted and shares to be transferred
  • Date on which the transaction is to take place

Once we receive this information, we can proceed with drafting the necessary documentation. The key steps in the process are as follows:

  • The constitution of the acquiring company is amended to allow it to acquire the entire share capital of the target company (depending on the type of company).
  • The shares in the parent company are allotted to the target company. The consideration for these shares will be the shares being transferred in the target companies or company.
  • A transfer of shares must then take place from the members of the target company. The number of shares to be transferred must be equal to the number of shares to be allotted in the acquiring company.
  • Certain reliefs must be claimed from a Revenue perspective

For more information and to discuss your client’s needs, email us or call us today on 053-9100000. We look forward to working with your practice.