Corporate Transactions: Tax and Legal Issues, Finance Act 2014

CHAPTER 1 INTRODUCTION AND GENERAL PRINCIPLES

1.1 Irish Corporate Environment

1.2 Irish Economic Crash

1.3 Liquidations, Examinerships and Receiverships

1.4 Corporate Regulation

1.5 Irish Company and Non Company structures

1.6 Corporate Legislation

1.6.1 Companies Act 2014

CHAPTER 2 INCORPORATION OF A COMPANY

2.1 Introduction

2.2 Companies Registration Office

2.3 Current Regime for the Administration of Companies

2.4 Companies Act 2014

2.5 Director’s Responsibilities

CHAPTER 3 COMPANY LAW AND CORPORATE TRANSACTIONS

3.1 Introduction

3.1.1 Doctrine of Ultra Vires

3.2 Loans and Similar Transactions Involving Directors

3.3 Other Transactions Involving Directors

3.4 Changes brought in by Companies Act 2014

3.5 Financial Assistance by a Company to Purchase its Own Shares

3.6 Distributable Reserves

CHAPTER 4 TAX COMPLIANCE FOR CORPORATE TRANSACTIONS

4.1 Irish Corporate Residency

4.1.1 Guidelines on establishing Irish tax residence

4.2 Corporation tax

4.3 Capital gains tax

4.4 Employer/Employee Tax

4.5 Value-Added Tax (VAT)

4.6 Dividend Withholding Tax

4.7 Patent Royalties and Interest Withholding Tax

4.8 Professional Services Withholding Tax (PSWT)

4.9 Relevant Contracts Tax

4.10 Base Erosion Profit Shifting (BEPS)

CHAPTER 5 FINANCING AND SELLING A COMPANY

5.1 Raising Finance

5.2 Tax Reliefs Available to Corporates

5.3 Loan Capital

5.3.1 Debentures or loan stock

5.4 Bank Loans

5.5 Deductibility of Interest

5.5.1 Capitalised interest

5.6 Directors’ Loans

5.7 Capital Contributions

5.8 Funding within a Business

5.9 Buying/Selling a Company

CHAPTER 6 TAX ISSUES ON DEBT RESTRUCTURING

6.1 Introduction

6.2 Minimising Tax Issues Arising on Debt Restructuring

6.3 Interest as a Trading Expense

6.3.1 Deductibility

6.4 Interest as a Rental Expense

6.4.1 Deductibility

6.5 Interest as a Charge

6.6 Restrictions on Capital Debt Release

6.7 Debt Release Provisions

6.8 Working Capital

6.8.1 Trading receipts

6.9 General Anti-Avoidance Provisions

6.10 Mandatory Disclosure

CHAPTER 7 CORPORATE RESTRUCTURING

7.1 Introduction

7.2 Overview

7.3 Two Party Swap

7.4 Three Party Swap

7.5 Group Relief

7.8 Relief for Disposal of Holdings in Subsidiaries

7.9 Practical Application/Implementation

CHAPTER 8 TAX ISSUES ON MERGERS & ACQUISITIONS

8.1 Introduction

8.2 Overview

8.3 Implications for Sellers

8.4 Implications for Purchasers

8.5 Tax Implications for Sellers

8.6 Tax Implications for Purchasers

8.7 Pricing the acquisition

8.7.1 Due diligence for purchasers

8.8 Structuring the Acquisition

8.9 Financing the Acquisition

8.9.1 Tax issues on financing the acquisition

8.10 Consideration

8.11 Other Issues

8.12 VAT

CHAPTER 9 WARRANTIES AND INDEMNITIES

9.1 Introduction

9.2 Taxation Considerations

9.3 Warranties

9.4 Tax Deed of Indemnity

9.5 Tax Warranties v Tax Indemnities

9.6 Share Sale v Asset Sale

CHAPTER 10 BANKING AND SECURITY

10.1 General Banking Principles

10.2 Bank Finance

10.3 Company Financing

10.3.1 Debentures

10.4 Security

10.5 Guarantees

10.6 Retention of Title

10.7 Judgment Mortgage

10.8 Registering Security

10.9 New Companies Act

CHAPTER 11 TAX ISSUES FOR LIQUIDATORS, RECEIVERS AND EXAMINERS

11.1 General

11.2 Examinership

11.3 Examinership - Lite

11.4 Receivership

11.5 Liquidation

11.6 Tax Implications of Insolvency

11.7 Tax Aspects of Examinership

11.8 Tax Aspects of Receivership

11.9 Tax Aspects of Liquidation

11.10 Chargeable Gains on Disposals by Liquidators and Receivers

11.11 Cessation of Trade

11.12 Pre-sale Restructuring by Liquidators and Receivers

CHAPTER 12 VAT AND RCT FOR LIQUIDATORS, RECEIVERS AND EXAMINERS

12.1 Introduction

12.2 VAT Review on Appointment

12.3 VAT Obligations

12.4 General Entitlement to Input Credit

12.5 VAT Deregistration

12.6 Bad Debt Relief

12.7 Retention of Title

12.8 Suppliers’ Invoices Remaining Unpaid After Six Months

12.9 VAT Groups

12.10 VAT and Property – Issues Arising During Insolvency

12.11 Relevant Contracts Tax

Appendix Revenue Tax Briefing 10/ 2010316

Chapter 13 Case Studies