IRELAND Law and Practice Contributed by: Andrew Quinn, David Burke, William Fogarty and Lynn Cramer, Maples Group
would accrue to the disposing company (that is, the acquiring company takes the shares at the same base cost as applied to the disposing company). Paper-for-Paper Reconstructions Where shares are transferred as part of a bona fide scheme of reconstruction or amalgamation and cer - tain additional conditions are met, no CGT arises for the disposing shareholders, and the acquiring share - holders are deemed to have received the shares on the same date and at the same cost as the old shares. The relief will only apply where the company acquiring the shares has – or as a result of the transaction will have – control of the target company, or where the share-for-share exchange results from a general offer made to the members of the target company. 2.8 Other Taxes on Transactions Stamp duty and VAT may be payable by companies on particular transactions. Stamp Duty Stamp duty is a tax on certain instruments (primar - ily written documents). Generally, unless exempted, stamp duty is chargeable on a document if the docu - ment is both: • of a type set out in Schedule 1 to the Stamp Duties Consolidation Act 1999 (this lists the different cat - egories of document to which stamp duty applies, including conveyances or transfers on sale of stocks or marketable securities and property); and • executed in Ireland or, if executed outside Ireland, relates to something done or to be done in Ireland. Generally, the purchaser or transferee is liable to pay stamp duty arising on a written instrument, and a return must be filed and stamp duty paid within 44 days of the execution of the instrument. Stamp duty is charged on either the consideration paid for or the market value of the relevant asset, whichever is higher. The main categories of instru - ment to which stamp duty applies and the applicable rates of the duty are as follows: • transfers of shares or marketable securities – 1%; • transfers of commercial property – 7.5%; and
• transfers of residential property: (a) 1% on consideration up to EUR1 million; (b) 2% on the balance of consideration in excess of EUR1 million; and (c) 6% on the balance of consideration in excess of EUR1.5 million. A higher 15% rate is applicable where a person acquires ten or more residential properties (excluding apartments) in any 12-month period. Stamp duty may also be chargeable in connection with certain leases and rent payments. There are a number of reliefs and exemptions, includ - ing: • associated companies relief on transfers between companies where the transferor and transferee are 90% associates at the time of execution and for two years afterwards; • exemptions for transfers of intellectual property, non-Irish shares, land, loan capital, aircraft and ships; and • acquisitions of shares in Irish companies listed on regulated or qualifying markets with a capitalisation below EUR1 billion – exemption is available until 31 December 2030. VAT VAT is an EU transaction-based tax that is chargeable on the supply of goods and services in Ireland by a taxable person in the course or furtherance of a busi - ness. The top rate of VAT is 23% and certain services (such as “financial services”) are VAT exempt. VAT is also chargeable on: • goods imported into Ireland from outside the EU; • the purchase of certain services from suppliers outside Ireland; and • the intra-EU acquisition of goods. Effective from 8 October 2025, the VAT rate on new apartments was reduced from 13.5% to 9%. From 1 July 2026, a reduced VAT rate of 9% will also apply to the hospitality sector.
236 CHAMBERS.COM
Powered by FlippingBook