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31 1999

STAMP DUTIES CONSOLIDATION ACT, 1999

PART 7

Exemptions AND Reliefs FROM Stamp Duty

Chapter 1

Instruments which must be presented to the Commissioners for adjudication in order to obtain exemption or relief

Conveyances and transfers of property between certain bodies corporate.

[FA1952 s19]

79. —(1) Stamp duty shall not be chargeable under or by reference to the following headings in Schedule 1

(a) “CONVEYANCE or TRANSFER on sale of any stocks or marketable securities”,

(b) “CONVEYANCE or TRANSFER on sale of a policy of insurance or a policy of life insurance where the risk to which the policy relates is located in the State”, or

(c) “CONVEYANCE or TRANSFER on sale of any property other than stocks or marketable securities or a policy of insurance or a policy of life insurance”,

on any instrument to which this section applies.

(2) Subsection (1) shall not apply to an instrument unless it has, in accordance with section 20 , been stamped with a particular stamp denoting that it is not chargeable with any duty or that it is duly stamped.

(3) This section applies to any instrument as respects which it is shown to the satisfaction of the Commissioners that the effect of the instrument was to convey or transfer a beneficial interest in property from one body corporate to another, and that at the time of the execution of the instrument the bodies in question were associated, that is, one was the beneficial owner of not less than 90 per cent of the issued share capital of the other, or a third such body was the beneficial owner of not less than 90 per cent of the issued share capital of each and that this ownership was ownership either directly or through another body corporate or other bodies corporate, or partly directly and partly through another body corporate or other bodies corporate, and subsections (5) to (10) of section 9 of the Taxes Consolidation Act, 1997 , shall apply for the purposes of this section as if—

(a) references to body corporate were references to company,

(b) references to bodies corporate were references to companies, and

(c) references to issued share capital were references to ordinary share capital.

(4) Notwithstanding that at the time of execution of any instrument the bodies corporate between which the beneficial interest in the property was conveyed or transferred were associated within the meaning of subsection (3), they shall not be treated as having been so associated unless, additionally, at that time—

(a) one such body was beneficially entitled to not less than 90 per cent of any profits available for distribution to the shareholders of the other such body or a third such body was beneficially entitled to not less than 90 per cent of any profits available for distribution to the shareholders of each, and

(b) one such body would be beneficially entitled to not less than 90 per cent of any assets of the other such body available for distribution to its shareholders on a winding-up or a third such body would be beneficially entitled to not less than 90 per cent of any assets available for distribution to the shareholders of each on a winding-up,

and, for the purposes of this section—

(i) the percentage to which one body corporate is beneficially entitled of any profits available for distribution to the shareholders of another body corporate, and

(ii) the percentage to which one body corporate would be beneficially entitled of any assets of another body corporate on a winding-up,

means the percentage to which the first body corporate is, or would be, so entitled either directly or through another body corporate or other bodies corporate or partly directly and partly through another body corporate or other bodies corporate.

(5) This section shall not apply to an instrument unless it is also shown to the satisfaction of the Commissioners that the instrument was not executed in pursuance of or in connection with an arrangement under which—

(a) the consideration, or any part of the consideration, for the conveyance or transfer was to be provided or received, directly or indirectly by a person, other than a body corporate which at the time of the execution of the instrument was associated within the meaning of subsection (3) with either the transferor or the transferee (being, respectively, the body from whom and the body to whom the beneficial interest was conveyed or transferred),

(b) that interest was previously conveyed or transferred, directly or indirectly, by such a person, or

(c) the transferor and the transferee were to cease to be associated within the meaning of subsections (3) and (4),

and, without prejudice to the generality of paragraph (a), an arrangement shall be treated as within that paragraph if it is one under which the transferor or the transferee, or a body corporate associated with either as there mentioned, was to be enabled to provide any of the consideration, or was to part with any of it, by or in consequence of the carrying out of a transaction or transactions involving, or any of them involving, a payment or other disposition by a person other than a body corporate so associated.

(6) (a) The Commissioners may, for the purposes of this section, require the delivery to them of a statutory declaration in such form as they may direct made, as they may direct, by a responsible officer of a body corporate or by a solicitor of the Courts of Justice or by both and of such further evidence (if any) as they may require.

(b) The powers conferred on the Commissioners by paragraph (a) shall be in addition to and not in substitution for the powers conferred on them by section 20 .

(7) If—

(a) where any claim for exemption from duty under this section has been allowed, it is subsequently found that any declaration or other evidence furnished in support of the claim was untrue in any material particular, or

(b) the transferor and transferee cease to be associated within the meaning of subsection (3) within a period of 2 years from the date of the conveyance or transfer,

then the exemption shall cease to be applicable and stamp duty shall be chargeable in respect of the conveyance or transfer as if subsection (1) had not been enacted together with interest on the duty, by means of penalty, at the rate of 1 per cent per month or part of a month to the day on which the duty is paid, in a case to which paragraph (a) applies, from the date of the conveyance or transfer or, in a case to which paragraph (b) applies, from the date the transferor and transferee ceased to be so associated.

(8) For the purposes of subsection (4)

(a) the percentage to which one body is beneficially entitled of any profits available for distribution to shareholders of another company has, subject to any necessary modifications, the meaning assigned to it by section 414 of the Taxes Consolidation Act, 1997 , and

(b) the percentage to which one body is beneficially entitled of any assets of another body available for distribution on a winding-up has, subject to any necessary modifications, the meaning assigned to it by section 415 of the Taxes Consolidation Act, 1997 .

Reconstructions or amalgamations of companies.

[FA1965 s31(1) to (3) and (5) to (8); FA1995 s144(2)]

80. —(1) (a) In this section, unless the context otherwise requires, “shares” includes stock and references to the undertaking of a target company include references to a part of the undertaking of a target company;

(b) In this section references to “acquiring company” are references only to a company with limited liability.

(2) Where it is shown to the satisfaction of the Commissioners that there exists a scheme for the bona fide reconstruction of any company or companies or the amalgamation of any companies and that, in connection with the scheme, there exist the following conditions, that is—

(a) a company with limited liability is to be registered, or a company has been established by Act of the Oireachtas, or the nominal share capital of a company has been increased;

(b) the company (in this section referred to as the “acquiring company”) is to be registered or has been established or has increased its capital with a view to the acquisition of either—

(i) the undertaking of a particular existing company (in this section referred to as the “target company”), or

(ii) not less than 90 per cent of the issued share capital of a target company;

(c) the consideration for the acquisition (except such part of that consideration as consists in the transfer to or discharge by the acquiring company of liabilities of the target company) consists as to not less than 90 per cent of that consideration—

(i) where an undertaking is to be acquired, in the issue of shares in the acquiring company to the target company or to holders of shares in the target company, or

(ii) where shares are to be acquired, in the issue of shares in the acquiring company to the holders of shares in the target company in exchange for the shares held by them in the target company,

then, subject to this section, stamp duty under the following headings in Schedule 1

(I) “CONVEYANCE or TRANSFER on sale of any stocks or marketable securities”,

(II) “CONVEYANCE or TRANSFER on sale of a policy of insurance or a policy of life insurance where the risk to which the policy relates is located in the State”, or

(III) “CONVEYANCE or TRANSFER on sale of any property other than stocks or marketable securities or a policy of insurance or a policy of life insurance”,

shall not be chargeable on any instrument made for the purposes of or in connection with the transfer of the undertaking or shares, or on any instrument made for the purposes of or in connection with the assignment to the acquiring company of any debts, secured or unsecured, of the target company.

(3) (a) This section shall not apply to an instrument unless it has, in accordance with section 20 , been stamped with a particular stamp denoting either that it is not chargeable with any duty or that it is duly stamped.

(b) In the case of an instrument made for the purposes of or in connection with a transfer to a company within the meaning of the Companies Act, 1963 , subsection (2) shall not apply unless the instrument is either—

(i) executed within a period of 12 months from the date of the registration of the acquiring company or the date of the resolution for the increase of the nominal share capital of the acquiring company, as the case may be, or

(ii) made for the purpose of effecting a conveyance or transfer in pursuance of an agreement which has been filed, or particulars of which have been filed, with the registrar of companies within that period of 12 months.

(4) This section shall not apply unless the scheme of reconstruction or amalgamation is effected for bona fide commercial reasons and does not form part of a scheme or arrangement of which the main purpose, or one of the main purposes, is avoidance of liability to stamp duty, income tax, corporation tax, capital gains tax or capital acquisitions tax.

(5) For the purposes of a claim for exemption under subsection (2), a company which has, in connection with a scheme of reconstruction or amalgamation, issued any unissued share capital shall be treated as if it had increased its nominal share capital.

(6) A company shall not be deemed to be a target company within the meaning of this section unless it is provided by the memorandum of association of, or Act establishing, the acquiring company that one of the objects for which the company is formed is the acquisition of the undertaking of, or shares in, the target company, or unless it appears from the resolution, Act or other authority for the increase of the capital of the acquiring company that the increase is authorised for the purpose of acquiring the undertaking of, or shares in, the target company.

(7) (a) Where a claim is made for exemption under this section, the Commissioners may require the delivery to them of a statutory declaration in such form as they may direct, made by a solicitor of the Courts of Justice, and of such further evidence (if any) as they may require.

(b) The powers conferred on the Commissioners by paragraph (a) shall be in addition to and not in substitution for the powers conferred on them by section 20 .

(8) If—

(a) in respect of any claim for exemption from duty under this section which has been allowed, it is subsequently found that any declaration or other evidence furnished in support of the claim was untrue in any material particular, or that the conditions specified in subsection (2) are not fulfilled in the reconstruction or amalgamation as actually carried out,

(b) in respect of shares in the acquiring company which have been issued to the target company in consideration of the acquisition, the target company within a period of 2 years from the date, as the case may be, of the registration or establishment, or of the authority for the increase of the capital, of the acquiring company ceases, otherwise than in consequence of reconstruction, amalgamation or liquidation, to be the beneficial owner of the shares so issued to it, or

(c) in respect of any such exemption which has been allowed in connection with the acquisition by the acquiring company of shares in the target company, the acquiring company within a period of 2 years from the date of its registration or establishment or of the authority for the increase of its capital, as the case may be, ceases, otherwise than in consequence of reconstruction, amalgamation or liquidation, to be the beneficial owner of the shares so acquired,

then the exemption shall cease to be applicable and stamp duty shall be chargeable in respect of the conveyance or transfer as if subsection (2) had not been enacted together with interest on the duty, by means of penalty, at the rate of 1 per cent per month or part of a month to the day on which the duty is paid, in a case to which paragraph (a) applies, from the date of the conveyance or transfer or, in a case to which paragraph (b) applies, from the date the target company ceased to be the beneficial owner of the shares so issued to it or, in a case to which paragraph (c) applies, from the date the acquiring company ceased to be the beneficial owner of the shares so acquired.

(9) If in the case of any scheme of reconstruction or amalgamation the Commissioners are satisfied that at the proper time for making a claim for exemption from duty under subsection (2) there were in existence all the necessary conditions for such exemption other than the condition that not less than 90 per cent of the issued share capital of the target company would be acquired by the acquiring company, the Commissioners may—

(a) if it is proved to their satisfaction that not less than 90 per cent of the issued capital of the target company has under the scheme been acquired within a period of 6 months from—

(i) the last day of the period of one month after the first allotment of shares made for the purposes of the acquisition, or

(ii) the date on which an invitation was issued to the shareholders of the target company to accept shares in the acquiring company,

whichever first occurs,

and

(b) on production of the instruments on which the duty paid has been impressed,

repay such an amount of duty as would have been remitted if that condition had been originally fulfilled.

(10) This section shall apply notwithstanding—

(a) that the acquiring company referred to in this section is incorporated in another Member State of the European Union, or

(b) that the target company referred to in this section is incorporated outside the State,

but only where such acquiring company or target company incorporated outside the State corresponds, under the law of the place where it is incorporated, to an acquiring company or target company, as the case may be, within the meaning of this section and subject to any necessary modifications for the purpose of so corresponding, all the other provisions of this section are met.

Young trained farmers.

[FA1994 s112]

81. —(1) In this section and Schedule 2

“an interest in land” means an interest which is not subject to any power (whether or not contained in the instrument) on the exercise of which the land, or any part of or any interest in the land, may be revested in the person from whom it was conveyed or transferred or in any person on behalf of such person;

“land” means agricultural land and includes such farm buildings, farm houses and mansion houses (together with the lands occupied with such farm buildings, farm houses and mansion houses) as are of a character appropriate to the land;

“young trained farmer” means a person in respect of whom it is shown to the satisfaction of the Commissioners—

(a) that such person had not attained the age of 35 years on the date on which the instrument, as respect which relief is being claimed under this section, was executed, and

(b) (i) that such person is the holder of a qualification set out in Schedule 2 and, in the case of a qualification set out in subparagraph (c), (d), (e), (f) or (g) of paragraph 3 or paragraph 4 of that Schedule, is also the holder of a certificate issued by Teagasc certifying that such person has satisfactorily attended a course of training in farm management, the aggregate duration of which exceeded 80 hours, or

(ii)  (I) that such person has satisfactorily attended full-time a course at a third-level institution in any discipline for a period of not less than 2 years duration, and

(II) is the holder of a certificate issued by Teagasc certifying satisfactory attendance at a course of training in either or both agriculture and horticulture, the aggregate duration of which exceeded 180 hours,

or

(iii) if born before 1 January 1968 that such person is the holder of a certificate issued by Teagasc certifying that such person—

(I) has had farming as the principal occupation for a period of not less than 3 years, and

(II) has satisfactorily attended a course of training in either or both agriculture and horticulture, the aggregate duration of which exceeded 180 hours,

and notwithstanding paragraphs (a) and (b), where Teagasc certifies that any other qualification corresponds to a qualification which is set out in Schedule 2, the Commissioners shall, for the purposes of this section, treat that other qualification as if it were the corresponding qualification so set out.

(2) The amount of stamp duty chargeable under or by reference to the heading “CONVEYANCE or TRANSFER on sale of any property other than stocks or marketable securities or a policy of insurance or a policy of life insurance” in Schedule 1 on any instrument to which this section applies shall be reduced by an amount equal to two-thirds of the amount which would otherwise have been chargeable but where the amount so obtained is a fraction of £1 that amount shall be rounded up to the next £.

(3) This section applies to any instrument which operates as a conveyance or transfer (whether on sale or as a voluntary disposition inter vivos) of an interest in land to a young trained farmer where—

(a) the instrument contains a certificate that this section applies,

(b) a declaration made in writing by the young trained farmer, or each of them if there is more than one, is furnished to the Commissioners when the instrument is presented for stamping, confirming, to the satisfaction of the Commissioners, that it is the intention of such person, or each such person, for a period of not less than 5 years from the date of execution of the instrument to—

(i) spend not less than 50 per cent of that person's normal working time farming the land, and

(ii) retain ownership of the land,

and

(c) the identifying reference number, known as the Revenue and Social Insurance (RSI) Number, of the young trained farmer, or each of them if there is more than one, is furnished to the Commissioners when the instrument is presented for stamping.

(4) Notwithstanding subsection (3), this section shall apply where the property is conveyed or transferred into joint ownership where all the joint owners are young trained farmers or where any of the joint owners is a spouse of another joint owner who is a young trained farmer.

(5) Where this section would have applied to the instrument, except for the fact that a person to whom the land is being conveyed or transferred is not a young trained farmer on the date when the instrument was executed, by reason of not being the holder of one of the qualifications, or an equivalent qualification, specified in Schedule 2 or, in the case of the requirement in paragraph (b)(ii)(I) of the definition of “young trained farmer” in subsection (1), not having attended full-time for the required 2 years' duration, but that such person had completed on that date at least one academic year of the prescribed course leading to an award of such qualification, or the course prescribed in paragraph (b)(ii)(I) of that definition, then—

(a) if such person becomes a holder of such qualification, or satisfactorily attends such course full-time for a period of 2 years, within a period of 3 years from the date of execution of the instrument, the Commissioners shall, on production of the stamped instrument to them within 6 months after the date when such person became the holder of such qualification, or completed the required 2 years' attendance on such course, and on furnishing satisfactory evidence of compliance with this subsection, the declaration and the Revenue and Social Insurance (RSI) Number, as provided for in subsection (3), cancel and refund, without payment of interest on the duty, such duty as would not have been chargeable had this section applied to the instrument when it was first presented for stamping, and

(b) the period of 5 years provided for in subsection (3) in relation to the declaration to be made by such person, as it applies to normal working time, shall be reduced by the period of time that elapsed between the date of the instrument and the date on which such person became the holder of such qualification or completed the required 2 years' attendance on such course.

(6) An instrument to which this section applies and which is stamped with an amount of duty less than the amount which, but for this section, would be chargeable on the instrument shall be deemed not to be duly stamped unless the Commissioners have expressed their opinion on the instrument in accordance with section 20 .

(7) (a)  If and to the extent that any person to whom land was conveyed or transferred by any instrument in respect of which relief from duty under this section was allowed—

(i) disposes of such land, or part of such land, within a period of 5 years from the date of execution of the instrument, and

(ii) does not replace such land with other land within a period of one year from the date of such disposal,

then such person or, where there is more than one such person, each such person, jointly and severally, shall become liable to pay to the Commissioners a penalty equal to the difference between the amount of the duty which would have been charged in the first instance if the land disposed of had been conveyed or transferred by an instrument to which this section had not applied and the amount of duty which was actually charged, together with interest on the amount of such difference as may so become payable charged at a rate of 1 per cent per month or part of a month from the date of disposal of the land to the date the penalty is remitted.

(b) Where any claim for relief from duty under this section has been allowed and it is subsequently found that a declaration made, or a certificate contained in the instrument, in accordance with subsection (3) was—

(i) untrue in any material particular which would have resulted in the relief afforded by this section not being granted, and

(ii) was made, or was included, knowing same to be untrue or in reckless disregard as to whether it was true or not,

then any person who made such a declaration, or where a false certificate has been included, the person or persons to whom the land is conveyed or transferred by the instrument, jointly and severally, shall be liable to pay to the Commissioners as a penalty an amount equal to the difference between 125 per cent of the duty which would have been charged on the instrument in the first instance had all the facts been truthfully declared and certified and the amount of duty which was actually charged, together with interest on the amount of such difference as may so become payable charged at a rate of 1 per cent per month or part of a month from the date when the instrument was executed to the date the penalty is remitted.

(8) Notwithstanding subsection (7)

(a) where relief under this section was allowed in respect of any instrument, a disposal by a young trained farmer of part of the land to a spouse for the purpose of creating a joint tenancy in the land, or where the instrument conveyed or transferred the land to joint owners, a disposal by one joint owner to another of any part of the land, shall not be regarded as a disposal to which subsection (7) applies, but on such disposal, such part of the land shall be treated for the purposes of subsection (7) as if it had been conveyed or transferred immediately to the spouse or other joint owner by the instrument in respect of which relief from duty under this section was allowed in the first instance;

(b) a person shall not be liable to more than one penalty under paragraph (b) of subsection (7);

(c) a person shall not be liable to a penalty under paragraph (a) of subsection (7) if and to the extent that such person has paid a penalty under paragraph (b) of subsection (7), and

(d) a person shall not be liable to a penalty under paragraph (b) of subsection (7), if and to the extent that such person has paid a penalty under paragraph (a) of subsection (7).

(9) This section shall apply as respects instruments executed on or before 31 December 1999.

Charities.

[FA 1979 s50]

82. —(1) Stamp duty shall not be chargeable on any conveyance, transfer or lease of land made, or agreed to be made, for charitable purposes in the State or Northern Ireland to a body of persons established for charitable purposes only or to the trustees of a trust so established.

(2) Subsection (1) shall not apply to a conveyance, transfer or lease unless that conveyance, transfer or lease has, in accordance with section 20 , been stamped with a particular stamp denoting that it is not chargeable with stamp duty.

Instruments given by means of security to company by subsidiary.

[FA 1961 s30]

83. —(1) The whole amount of duty payable under or by reference to the heading “MORTGAGE, BOND, DEBENTURE, COVENANT (except a marketable security) which is a security for the payment or repayment of money which is a charge or incumbrance on property situated in the State other than shares in stocks or funds of the Government or the Oireachtas” in Schedule 1 on any instrument given by means of security to a company by a subsidiary of that company shall not exceed £10.

(2) For the purposes of this section a company is a subsidiary of another company only if not less than 90 per cent of its issued share capital is in the beneficial ownership of the other company.

(3) An instrument to which this section applies and which is stamped with an amount of duty less than the amount which, but for this section, would be chargeable shall not be deemed to be duly stamped unless the Commissioners have expressed their opinion on that instrument in accordance with section 20 and the instrument is stamped with a particular stamp denoting that it is duly stamped.