LegalizeFinance Act 2024
(28) Any claim in respect of an interim unscripted production corporation tax credit under subsection (21) or an unscripted production corporation tax credit under subsection (22) (whether, in either case, the amount of the credit is to be treated as an overpayment of tax under subsection (23)(a) or paid to the company under subsection (23)(b)) shall, for the purposes of sections 851A and 851B, Chapter 4 of Part 38 and Part 47, be treated as a claim for a credit and the amount so claimed shall be treated as an amount of tax refundable.
(29) Where a producer company specifies that an interim unscripted production corporation tax credit or an unscripted production corporation tax credit is to be treated, under subsection (23)(a), as an overpayment of tax, and where that amount is, under section 960H, offset in whole or in part against the company’s corporation tax payable (within the meaning of Part 41A) for the accounting period, then, for the purposes of calculating the amount of preliminary tax due in respect of that accounting period and the subsequent accounting period under section 959AR or 959AS, as the case may be, the amount of corporation tax payable by the company for that accounting period shall be reduced by the amount so offset.
(30) In respect of any claim in respect of an interim unscripted production corporation tax credit or an unscripted production corporation tax credit, as the case may be, that remains unpaid, for the purposes of determining an amount in accordance with subsection (3) or (4) of section 1077F, a reference to an amount of tax that would have been payable for the relevant period by the person concerned shall be read as if it were a reference to the amount so claimed.
(31) (a) Subject to paragraph (b), where a producer company makes a claim in respect of an interim unscripted production corporation tax credit or an unscripted production corporation tax credit and it is subsequently found that the claim is not as authorised by this section, then—
(i) the company,
(ii) any director of the company, or
(iii) any person referred to in subsection (14)(c),
may be charged to tax under Case IV of Schedule D for the accounting period, or year of assessment, as the case may be, in respect of which an amount was paid or offset under subsection (23), in an amount equal to—
(I) in the case of a company, 4 times, and
(II) in the case of an individual, one hundred fortieths,
of so much of the amount of the interim unscripted production corporation tax credit or the unscripted production corporation tax credit, as the case may be, as is not so authorised.
(b) An amount chargeable to tax under this subsection shall be treated—
(i) as income against which no loss, deficit, expense or allowance may be set off, and
(ii) as not forming part of the income of the company for the purposes of calculating a surcharge under section 440.
(32) The circumstances in which a claim is not authorised by this section shall include any circumstances where the amount was claimed under either or both subsections (21) and (22), or paid or offset under subsection (24) and—
(a) the company made a claim contrary to either or both subsections (21) and (22), or
(b) the producer company—
(i) fails to satisfy or comply with any condition or obligation under this section or regulations made under this section,
(ii) fails to satisfy or comply with any condition or obligation specified in a certificate, or
(iii) at any time on or before the date of completion fails to comply with any of the obligations referred to in subsection (14)(c).
(33) Where an amount is charged to tax in accordance with subsection (31), the amount so charged shall, for the purposes of section 1080, be deemed to be tax due and payable and shall carry interest as determined in accordance with subsection (2)(c) of section 1080 as if a reference to the date when the tax became due and payable were a reference to the date the amount was paid or offset, under section 960H, by the Revenue Commissioners.
(34) Notwithstanding section 851A, where a producer company obtains relief under this section, the Revenue Commissioners may disclose the following taxpayer information in accordance with State aid transparency requirements:
(a) the name of the company;
(b) the name of the unscripted programme;
(c) the number of the certificate of incorporation of the company;
(d) in respect of the principal activity carried on by the company, the NACE classification code, as determined in accordance with Regulation (EC) No. 1893/2006 of the European Parliament and of the Council of 20 December 2006[^6] as amended by Regulation (EU) 2019/1243 of the European Parliament and of the Council of 20 June 2019[^7] and Commission Delegated Regulation (EU) 2023/137 of 10 October 2022[^8];
(e) the amount of interim unscripted production corporation tax credit or unscripted production corporation tax credit, as the case may be, granted, by reference to ranges set out in page 30, paragraph 166(vi) of the Guidelines on State Aid to Promote Risk Finance[^9], inserted by Communication from the Commission (2014/C 198/02)[^10];
(f) whether the company is—
(i) a category of enterprise referred to in Article 2.1 of Annex 1 to Commission Regulation (EU) No. 651/2014 of 17 June 2014[^11], or
(ii) a category of enterprise which is larger than the categories of enterprise referred to in subparagraph (i);
(g) the territorial unit, within the meaning of the NUTS Level 2 classification specified in Annex 1 to Regulation (EC) No. 1059/2003 of the European Parliament and of the Council of 26 May 2003[^12] amended by Regulation (EC) No. 1888/2005 of the European Parliament and of the Council of 26 October 2005[^13], Commission Regulation (EC) No. 105/2007 of 1 February 2007[^14], Regulation (EC) No. 176/2008 of the European Parliament and of the Council of 20 February 2008[^15], Regulation (EC) No. 1137/2008 of the European Parliament and of the Council of 22 October 2008[^16], Commission Regulation (EU) No. 31/2011 of 17 January 2011[^17], Council Regulation (EU) No. 517/2013 of 13 May 2013[^18], Commission Regulation (EU) No. 1319/2013 of 9 December 2013[^19], Commission Regulation (EU) No. 868/2014 of 8 August 2014[^20], Commission Regulation (EU) 2016/2066 of 21 November 2016[^21], Regulation (EU) 2017/2391 of the European Parliament and of the Council of 12 December 2017[^22], Commission Delegated Regulation 2019/1755 of 8 August 2019[^23], and Commission Delegated Regulation (EU) 2023/674 of 26 December 2022[^24] in which the company is located;
(h) the date on which the interim unscripted production corporation tax credit or unscripted production corporation tax credit, as the case may be, is obtained.
(35) In relation to information provided to the Minister by a company for the purposes of obtaining an interim or final certificate under this section, the Department of Tourism, Culture, Arts, Gaeltacht, Sport and Media, in processing such information, shall, for the purposes of section 851A, be deemed to be engaged as a service provider with respect to the administration of this section.
(36) No amount of an interim unscripted production corporation tax credit or an unscripted production corporation tax credit shall be paid or offset under subsection (24) by the Revenue Commissioners in respect of an interim or final certificate issued after 31 December 2028.
(37) Every regulation made under this section shall be laid before Dáil Éireann as soon as may be after it is made and, if a resolution annulling the regulation is passed by Dáil Éireann within the next 21 days on which Dáil Éireann has sat after the regulation is laid before it, the regulation shall be annulled accordingly, but without prejudice to the validity of anything previously done thereunder.”.
(2) Subsection (1) shall apply to qualifying expenditure (within the meaning of section 487A of the Principal Act) incurred on or after the coming into operation of this section.
(3) This section shall come into operation on such day or days as the Minister for Finance may appoint by order.
50. Participation exemption for certain foreign distributions
50. (1) The Principal Act is amended—
(a) in Chapter 2 of Part 35, by the insertion of the following section after section 831A:
“Participation exemption for certain foreign distributions
831B. (1) In this section—
‘EEA Agreement’ means the Agreement on the European Economic Area signed at Oporto on 2 May 1992, as adjusted by all subsequent amendments to that Agreement;
‘EEA state’ means a state which is a contracting party to the EEA Agreement;
‘foreign tax’, in relation to a territory other than the State, means a tax which—
(a) corresponds to corporation tax in the State,
(b) generally applies to income, profits and gains arising to a company that is resident for the purposes of tax in that territory, and
(c) is imposed at a nominal rate greater than zero per cent;
‘listed territory’ has the same meaning as it has in section 835YA subject to the modification that references to ‘an accounting period beginning’ shall be read as references to ‘the making of a distribution’;
‘parent company’, in relation to a relevant subsidiary, means a company that holds a qualifying participation in the relevant subsidiary and—
(a) is resident in the State, or
(b) not being resident in the State—
(i) is, by virtue of the law of an EEA state, resident for the purposes of foreign tax in the EEA state, and
(ii) is not generally exempt from foreign tax;
‘qualifying participation’ shall be construed in accordance with subsection (2);
‘reference period’, in relation to a relevant distribution, means the period of 5 years immediately before the date on which the relevant distribution is made;
‘relevant distribution’ means a distribution, or that part of a distribution, that—
(a) constitutes income in the hands of the recipient for the purposes of corporation tax, and
(b) is made by a relevant subsidiary in respect of the relevant subsidiary’s share capital—
(i) out of the profits (within the meaning of section 21B(1)(a)) of the relevant subsidiary, or
(ii) out of the assets of the relevant subsidiary where the cost of the distribution, or that part of the distribution, as the case may be, falls on the relevant subsidiary,
but, without prejudice to the generality of paragraphs (a) and (b), does not include—
(I) a distribution, or that part of a distribution, that has been, or may be, deducted for the purposes of tax in any territory outside the State under the law of that territory,
(II) a distribution in a winding up,
(III) any interest or other income from debt claims providing rights to participate in a company’s profits (within the meaning of section 21B(1)(a)),
(IV) any amount considered to be interest equivalent (within the meaning of section 835AY), or
(V) any dividend paid or other distribution made by an offshore fund as construed in accordance with section 743;
‘relevant period’, in relation to a relevant distribution, means the period—
(a) beginning on the date—
(i) that is 5 years immediately before the date on which the relevant distribution is made, or
(ii) on which the relevant subsidiary making the relevant distribution was incorporated or formed,
whichever is the later, and
(b) ending on the date on which the relevant distribution is made;
‘relevant subsidiary’, in relation to a relevant distribution, means a company that—
(a) is, on the date on which it makes the relevant distribution and was, throughout the relevant period—
(i) by virtue of the law of a relevant territory, resident for the purposes of foreign tax in the relevant territory, and
(ii) not generally exempt from foreign tax,
(b) did not, at any time during the reference period, acquire—
(i) another business or part of another business, or
(ii) the whole or greater part of the assets used for the purposes of another business,
where the business concerned was previously carried on by another company that was not, by virtue of the law of a relevant territory, resident for the purposes of foreign tax in a relevant territory—
(I) from the date the reference period commences until the date the acquisition referred to in subparagraph (i) or (ii) takes place, or
(II) where the other company was incorporated or formed during the reference period, from the date the other company was incorporated or formed until the date the acquisition referred to in subparagraph (i) or (ii) takes place,
and
(c) was not formed through a merger at any time during the reference period, where a party to the merger was another company that was not, by virtue of the law of a relevant territory, resident for the purposes of foreign tax in a relevant territory—
(i) from the date the reference period commences until the date the merger takes place, or
(ii) where the other company was incorporated or formed during the reference period, from the date the other company was incorporated or formed until the date the merger takes place;
‘relevant territory’ means—
(a) an EEA state other than the State,
(b) not being such an EEA state, a territory with the government of which arrangements having the force of law by virtue of section 826(1) have been made, or
(c) not being a territory referred to in paragraph (a) or (b), a territory with the government of which arrangements have been made which on completion of the procedures set out in section 826(1) will have the force of law,
but does not include a listed territory.
(2) (a) For the purposes of this section, a company shall be regarded as holding a qualifying participation in a relevant subsidiary where the company directly or indirectly owns ordinary share capital in the relevant subsidiary, by virtue of which the company—
(i) owns not less than 5 per cent of the ordinary share capital of the relevant subsidiary,
(ii) is beneficially entitled to not less than 5 per cent of the profits available for distribution to equity holders of the relevant subsidiary, and
(iii) would be beneficially entitled on a winding up of the relevant subsidiary to not less than 5 per cent of the assets available for distribution to equity holders of the relevant subsidiary.
(b) For the purposes of paragraph (a)—
(i) subsections (2) to (10) of section 9 shall apply with any necessary modifications,
(ii) the following shall not be included for the purposes of determining whether a company holds a qualifying participation in a relevant subsidiary:
(I) share capital in the relevant subsidiary that the company owns directly if a profit on a sale of those shares would be treated as a trading receipt of the company’s trade;
(II) share capital in the relevant subsidiary that the company owns indirectly and which—
(A) is owned through another company that is not resident in the State or that is not, by virtue of the law of a relevant territory, resident for the purposes of foreign tax in the relevant territory, or
(B) is owned directly by another company for which a profit on the sale of the shares in the relevant subsidiary by that other company would be a trading receipt of that other company,
and
(iii) sections 413 to 419 shall apply with any necessary modifications as they apply for the purposes of Chapter 5 of Part 12 but—
(I) without regard to paragraph (c) of section 411(1) in so far as that paragraph relates to those sections, and
(II) as if the following subsection were substituted for subsection (1) of section 419:
‘(1) In this Chapter, ‘the relevant accounting period’ means the accounting period current at the time in question.’.
(3) Where in an accounting period—
(a) a relevant subsidiary makes a distribution to a parent company of the relevant subsidiary that is, or part of which is, a relevant distribution, and
(b) the parent company would, but for this section, be chargeable to corporation tax in respect of the relevant distribution under—
(i) Case III of Schedule D and the amount on which the parent company would be chargeable to corporation tax would not be computed in accordance with the provisions applicable to Case I of Schedule D, or
(ii) Case IV of Schedule D in accordance with section 138,
then, subject to subsections (5) to (8), and except where otherwise provided by the Corporation Tax Acts, corporation tax shall not be chargeable on the relevant distribution and the relevant distribution shall not be taken into account in computing income for corporation tax.
(4) Without prejudice to the generality of any other provision of the Tax Acts, where in any case a parent company is not chargeable to corporation tax on a relevant distribution by virtue of this section, that parent company shall not be entitled to a deduction, reduction, credit or other relief for tax paid under the laws of a relevant territory in respect of that relevant distribution.
(5) Subsection (3) shall apply only—
(a) where the parent company holds a qualifying participation in the relevant subsidiary for an uninterrupted period of not less than 12 months, being a period during which the relevant distribution is made, and
(b) if the relevant distribution is made by the relevant subsidiary in respect of the relevant subsidiary’s share capital out of the assets of the relevant subsidiary, where any gain on the disposal of that share capital by the parent company on the date on which the relevant distribution is made would not be a chargeable gain in accordance with section 626B.
(6) Subsection (3) shall not apply to a relevant distribution made to—
(a) an assurance company where the relevant distribution is taxable in accordance with the provisions of Chapters 1 and 3 of Part 26, or
(b) an undertaking for collective investment (within the meaning of section 738) which is a company.
(7) (a) Subsection (3) shall not apply to a relevant distribution which arises in respect of an arrangement, or part of an arrangement, which—
(i) has been put in place for the main purpose of, or one of the main purposes of which is, obtaining a tax advantage, and
(ii) is not genuine having regard to all the facts and circumstances.
(b) For the purposes of paragraph (a)(ii), an arrangement, or part of an arrangement, as the case may be, shall be regarded as not genuine to the extent that it is not put into place for valid commercial reasons which reflect economic reality.
(8) (a) Subsection (3) shall not apply in respect of a relevant distribution made by a relevant subsidiary to a parent company unless the parent company makes a relevant claim for the accounting period in which the relevant distribution is made.
(b) In this subsection, ‘relevant claim’, in relation to an accounting period, means a claim made by a parent company in respect of all the relevant distributions made to that parent company in the accounting period by the relevant subsidiaries in respect of which that parent company holds a qualifying participation.
(c) A relevant claim for an accounting period shall be made in the return required to be delivered under Part 41A in respect of the accounting period.”,
(b) in section 129A, by the insertion of the following subsection after subsection (5):
“(6) Subsection (2) shall not apply to such amount of a distribution as is paid out of profits arising before the paying company became resident in the State, where, if the distribution had been paid on the last date before the date the paying company became resident in the State (or the last such date where there was more than one date), corporation tax would not have been chargeable on the distribution under section 831B if a relevant claim under subsection (8) of section 831B had been made under that section.”,
(c) in section 753C(4), by the substitution of “section 129A, section 138 or section 831B” for “section 129A or section 138”,
(d) in section 835E(2)(b)(ii)(II), by the substitution of “section 129 or 831B” for “section 129”, and
(e) in section 835Q(4), by the substitution of the following paragraph for paragraph (c):
“(c) (i) where subparagraph (i) of paragraph (a) applies, as has been subject to tax in the relevant Member State referred to in that subparagraph, or
(ii) where subparagraph (ii) of paragraph (a) applies, in respect of which a relevant claim under subsection (8) of section 831B has not been made under that section in respect of the accounting period.”.
(2) Subsection (1) shall apply in respect of a relevant distribution (within the meaning of section 831B of the Principal Act) made on or after 1 January 2025.
51. Amendment of section 486C of Principal Act (relief from tax for certain start-up companies)
51. (1) Section 486C of the Principal Act is amended—
(a) in subsection (1)(a)—
(i) in the definition of “total contribution”, in subparagraph (i), by the substitution of “company and specified self-employment contributions” for “company”, and
(ii) by the insertion of the following definitions:
“ ‘self-employment contribution limit’ means, subject to subsection (6), €1,000;
‘Self-employment Pay-Related Social Insurance’ means the contribution payable under section 21(1)(c) of the Social Welfare Consolidation Act 2005;
‘specified self-employment contribution’, in relation to an individual, means the lesser of—
(i) the amount of Self-employment Pay-Related Social Insurance paid by the individual in respect of emoluments from the company to that individual and which the company has remitted to the Collector-General in the accounting period, and
(ii) the self-employment contribution limit;”,
and
(b) in subsection (6)—
(i) in paragraph (a), by the substitution of “limit,” for “limit, and”, and
(ii) by the insertion of the following paragraph after paragraph (a):
“(aa) the self-employment contribution limit, and,”.
(2) Subsection (1) shall apply for accounting periods commencing on or after 1 January 2025.
52. Amendment of section 835YA of Principal Act (non-cooperative jurisdictions: modified application of sections 835T, 835U and 835V)
52. Section 835YA of the Principal Act is amended by the substitution of the following subsection for subsection (1):
“(1) In this section, ‘listed territory’ means—
(a) in relation to an accounting period beginning on or after 1 January 2021 but before 1 January 2022, a territory included in Annex 1 of the Council conclusions on the revised EU list of non-cooperative jurisdictions for tax purposes[^25], as replaced by the EU list of non-cooperative jurisdictions for tax purposes Report by the Code of Conduct Group (business taxation) suggesting amendments to the Annexes to the Council conclusions of 18 February 2020[^26],
(b) in relation to an accounting period beginning on or after 1 January 2022 but before 1 January 2023, a territory included in Annex 1 of the Council conclusions on the revised EU list of non-cooperative jurisdictions for tax purposes[^27],
(c) in relation to an accounting period beginning on or after 1 January 2023 but before 1 January 2024, a territory included in Annex 1 of the Council conclusions on the revised EU list of non-cooperative jurisdictions for tax purposes[^28],
(d) in relation to an accounting period beginning on or after 1 January 2024 but before 1 January 2025, a territory included in Annex 1 of the Council conclusions on the revised EU list of non-cooperative jurisdictions for tax purposes[^29], and
(e) in relation to an accounting period beginning on or after 1 January 2025, a territory included in Annex 1 of the Council conclusions on the revised EU list of non-cooperative jurisdictions for tax purposes[^30].”.
Chapter 6 Capital Gains Tax
53. Repeal of section 46 of Finance (No. 2) Act 2023
53. Section 46 of the Finance (No. 2) Act 2023 is repealed.
54. Relief for investment in innovative enterprises
54. (1) The Principal Act is amended—
(a) in Part 19, by the insertion of the following Chapter after section 600A:
“Chapter 6A
Relief for Investment in Innovative Enterprises
Interpretation
600B. In this Chapter—
‘accounting period’ shall be determined in accordance with section 27;
‘arrangement’ includes any agreement, understanding, scheme, transaction or series of transactions (whether enforceable or not);
‘associate’ has the same meaning in relation to a person as it has by virtue of subsection (3) of section 433 in relation to a participator;
‘authorised officer’ means an officer of the Revenue Commissioners authorised under section 600Q(1);
‘business plan’ has the same meaning as in section 493;
‘certificate of going concern’ has the meaning given to it by section 600F(3);
‘certificate of commercial innovation’ has the meaning given to it by section 600F(4);
‘certificates of qualification’ means—
(a) a certificate of going concern, and
(b) a certificate of commercial innovation;
‘control’ shall be construed in accordance with subsections (2) to (6) of section 432;
‘date of investment’ means the date of the issue of the eligible shares;
‘director’ shall be construed in accordance with section 433(4);
‘EEA state’ has the same meaning as in section 489;
‘employee’ has the same meaning as in section 983;
‘enterprise’ has the same meaning as in Annex I of the General Block Exemption Regulation;
‘eligible shares’ shall be construed in accordance with section 494;
‘expansion risk finance investment’ has the same meaning as in section 493;
‘follow-on risk finance investment’ has the same meaning as in section 493;
‘General Block Exemption Regulation’ has the same meaning as in Part 16;
‘innovative enterprise’ has the meaning given to it by Article 2(80) of the General Block Exemption Regulation;
‘linked businesses’ has the same meaning as in Part 16;
‘partner businesses’ has the same meaning as in Part 16;
‘partnership agreement’ means any valid written agreement of the partners governed by the law of the State and subject to the exclusive jurisdiction of the courts of the State as to the affairs of a partnership and the conduct of its business as may be amended, supplemented or restated from time to time;
‘qualifying company’ shall be construed in accordance with section 600C;
‘qualifying investment’ shall be construed in accordance with section 600J;
‘qualifying investor’ shall be construed in accordance with section 600H;
‘qualifying partnership’ shall be construed in accordance with section 600N;
‘qualifying subsidiary’ shall be construed in accordance with section 600D;
‘relevant trading activities’ has the same meaning as in Part 16;
‘relief group’ means a company, its partner businesses and linked businesses, taken together, and includes any relief group of which a company is a member and any company that was, at any time, a member of a relief group with a qualifying company or its qualifying subsidiaries;
‘SME’ has the same meaning as in Part 16;
‘undertaking in difficulty’ has the same meaning as in the General Block Exemption Regulation;
‘unlisted’ has the same meaning as in Part 16.
Qualifying company
600C. For the purposes of this Chapter, a company shall be a qualifying company if it holds certificates of qualification.
Qualifying subsidiary
600D. For the purposes of this Chapter, a subsidiary shall be a qualifying subsidiary where it is a company to which subparagraphs (ii) and (iii) of section 600F(2)(a) apply and satisfies the following conditions:
(a) the subsidiary is a 51 per cent subsidiary of—
(i) the applicant company (within the meaning of section 600F), or
(ii) the qualifying company;
(b) no other person has control of the subsidiary;
(c) no arrangements are in existence by virtue of which the conditions specified in paragraphs (a) and (b) could cease to be satisfied.
Qualifying investment (company perspective)
600E. (1) An investment shall not be a qualifying investment unless it is based on a business plan.
(2) An investment shall not be a qualifying investment if it is an expansion risk finance investment or a follow-on risk finance investment.
(3) An investment shall not be a qualifying investment unless the qualifying company provides a copy of the certificates of qualification to the qualifying investor or qualifying partnership, as the case may be.
Certificates of qualification
600F. (1) (a) Subject to subsection (2), a company (in this section referred to as the ‘applicant company’) that is seeking to raise investments from qualifying investors or qualifying partnerships may apply to the Revenue Commissioners for the purpose of obtaining—
(i) a certificate of going concern, and
(ii) a certificate of commercial innovation.
(b) An application under paragraph (a) shall include—
(i) a business plan in respect of which the company is seeking investment,
(ii) details of each of the shareholders of the company including each shareholder’s name and address and shareholdings or ownership interests, as the case may be, in linked businesses or partner businesses, and
(iii) such other information and explanations as may be requested by the Revenue Commissioners for the purposes of making a determination as to whether the company complies with the conditions specified in subsection (2).
(2) A company shall not make an application under subsection (1) unless the following conditions are satisfied:
(a) the applicant company—
(i) is incorporated in the State, another EEA state or the United Kingdom,
(ii) is tax resident in the State, another EEA state or the United Kingdom and carries on, or intends to carry on, relevant trading activities from a fixed place of business in the State,
(iii) holds a tax clearance certificate within the meaning of section 1095,
(iv) is a company which—
(I) does not control (or together with any person connected with the company does not control) another company other than a qualifying subsidiary, and
(II) is not under the control of another company (or of another company and any person connected with that other company), unless such control is exercised by the National Asset Management Agency, or by a company referred to in section 616(1)(g),
and no arrangements are in existence by virtue of which the applicant company would fall within clause (I) or (II) in the period of 3 years following the issue of a certificate of commercial innovation,
(v) is a company—
(I) which exists wholly for the purpose of carrying on relevant trading activities, or
(II) whose business consists, or will consist, wholly of—
(A) the holding of shares or securities of, or the making of loans to, one or more qualifying subsidiaries of the company, or
(B) both the holding of such shares or securities or the making of such loans and the carrying on of relevant trading activities where relevant trading activities are carried on from a fixed place of business in the State,
and where a company raises any amount through the issue of eligible shares for the purposes of raising money for relevant trading activities which are being carried on by a qualifying subsidiary or which such a qualifying subsidiary intends to carry on, the amount so raised shall be used for the purpose of acquiring eligible shares in the qualifying subsidiary and for no other purpose,
(vi) is a company which is an innovative enterprise, or one or more than one qualifying subsidiary of the company is an innovative enterprise, and
(vii) is—
(I) a company that it is reasonable to consider intends to, and has sufficient expertise and experience, to implement the business plan, or
(II) a company referred to in paragraph (v)(II) and it is reasonable to consider that the company and the qualifying subsidiary referred to in paragraph (v)(II) intend to, and have sufficient expertise and experience, to implement their respective business plan;
(b) each company that is a member of the relief group of which the applicant company is a member—
(i) is unlisted, and no arrangements are in existence in relation to the company becoming a listed company,
(ii) is not subject to an outstanding recovery order following a previous decision of the European Commission that declared an aid illegal and incompatible with the internal market, and
(iii) has all of its issued shares fully paid up;
(c) (i) no company that is a member of the relief group of which the applicant company is a member has been registered, or where any company that is a member of the relief group was formed by way of acquisition or merger no company that was party to the acquisition or merger has been registered, more than 7 years prior to the date on which an application under subsection (1)(a) is made,
(ii) where the acquisition or merger for the purposes of subparagraph (i) was with a member of the relief group other than a company, the date it commenced carrying on the enterprise is not more than 7 years prior to the date on which an application under subsection (1)(a) is made, and
(iii) where a member of the relief group is an enterprise other than a company, the date it commenced carrying on the enterprise is not more than 7 years prior to the date on which an application under subsection (1)(a) is made;
(d) the relief group of which the applicant company is a member—
(i) is an SME, and
(ii) is not an undertaking in difficulty.
(3) (a) Subject to paragraphs (b) and (c), the Revenue Commissioners shall issue—
(i) a certificate (in this Chapter referred to as a ‘certificate of going concern’) to a company where the company demonstrates to the satisfaction of the Revenue Commissioners that the relief group of which the applicant company is a member satisfies the conditions specified in subsection (2)(d), or
(ii) a determination that the applicant company has not demonstrated to the satisfaction of the Revenue Commissioners that the relief group of which the applicant company is a member satisfies the condition specified in subparagraph (i) or (ii), as the case may be, of subsection (2)(d) and the reasons for the determination.
(b) The Revenue Commissioners may issue to the applicant company a certificate, or renewal of a certificate, of going concern, as the case may be, having taken account of any recommendations or report which Enterprise Ireland shall make to the Revenue Commissioners following such consultation by them with Enterprise Ireland as the Revenue Commissioners consider appropriate for those purposes (including by the provision to Enterprise Ireland of such information in relation to the application as is necessary for the purposes of such consultation).
(c) The Revenue Commissioners shall issue a determination and shall not issue a certificate, or a renewal of a certificate, of going concern, as the case may be, if they have reason to believe that any condition specified in subparagraphs (i) to (v) of paragraph (a), or paragraphs (b) and (c) of subsection (2) is not, or, in the case of the renewal of a certificate, is no longer, satisfied by the relief group of which the applicant company is a member, or any company that is a member of the relief group, as the case may be.
(d) A person aggrieved by a determination issued under paragraph (a)(ii) or (c), as the case may be, may appeal the determination to the Appeal Commissioners, in accordance with section 949I, within the period of 30 days after the date of the notice of that determination.
(e) Where a company holds a valid certificate of commercial innovation but the certificate of going concern has expired or is about to expire, the company may apply to the Revenue Commissioners for a renewal of its certificate of going concern and the provisions of this section shall, with any necessary modifications, apply to an application for a renewal of a certificate of going concern as those provisions apply to an application for a certificate of going concern.
(f) Subject to section 600P, a certificate of going concern shall be valid until the later of—
(i) the earlier of—
(I) the day which is 3 years from the date of registration of the first so registered company that is a member of the relief group,
(II) where any company that is a member of the relief group was formed by way of acquisition or merger, the day which is 3 years from the date of registration of any company that was party to the acquisition or merger, or
(III) in the case of a member, other than a company, the day which is 3 years from the date it commenced carrying on the enterprise which is required to be included in the relief group,
or
(ii) the earlier of—
(I) the day that is the later of—
(A) the last day of the accounting period, of the company to which the certificate was issued, in which that certificate was issued, or
(B) 9 months from the day on which the certificate was issued to the company in accordance with subclause (A), where that day is later than the day referred to in subclause (A),
or
(II) where the certificate was renewed in accordance with paragraph (e), the day on which the certificate of commercial innovation referred to in that paragraph ceases to be valid.
(4) (a) Subject to paragraphs (b) and (c), the Revenue Commissioners shall issue—
(i) a certificate (in this Chapter referred to as a ‘certificate of commercial innovation’) to a company where the company demonstrates to the satisfaction of the Revenue Commissioners that it satisfies the conditions specified in subparagraphs (vi) and (vii) of subsection (2)(a), or
(ii) a determination that the applicant company has not demonstrated to the satisfaction of the Revenue Commissioners that it satisfies the conditions specified in subparagraphs (vi) and (vii) of subsection (2)(a) and the reasons for the determination.
(b) The Revenue Commissioners may issue to the applicant company a certificate of commercial innovation, having taken account of any recommendations or report which Enterprise Ireland shall make to the Revenue Commissioners following such consultation by them with Enterprise Ireland as the Revenue Commissioners consider appropriate for those purposes (including by the provision to Enterprise Ireland of such information in relation to the application as is necessary for the purposes of such consultation).
(c) The Revenue Commissioners shall not issue a certificate of commercial innovation if they have reason to believe that any condition specified in paragraphs (a) to (d) of subsection (2) is not satisfied by the relief group of which the applicant company is a member, or any company that is a member of that relief group, as the case may be.
(d) A person aggrieved by a determination issued under paragraph (a)(ii) may appeal the determination to the Appeal Commissioners, in accordance with section 949I, within the period of 30 days after the date of the notice of that determination.
(e) Subject to section 600P, a certificate of commercial innovation shall be valid until the date that is the seventh anniversary of the earliest of—
(i) the date of the registration of any company that is a member of the relief group of which the applicant company is a member,
(ii) the date that is the earlier of—
(I) the registration of any company that was party to the acquisition or merger, where any company that is a member of the relief group of which the applicant company is a member was formed by way of acquisition or merger, or
(II) the commencement of the carrying on of an enterprise, where the acquisition or merger referred to in clause (I) was with a party other than a company, or
(iii) the date of the commencement of the carrying on of an enterprise, where a member of the relief group is an enterprise other than a company.
(5) (a) Subject to paragraph (c), Enterprise Ireland may consult with any person who in the opinion of Enterprise Ireland may be of assistance to it in making any recommendations or report referred to in subsection (3)(b) or (4)(b), as the case may be, or section 600P(4)(d)(ii).
(b) Before disclosing information to any person under paragraph (a), Enterprise Ireland shall give notice in writing to the Revenue Commissioners of—
(i) the purposes of the consultation,
(ii) the intention to disclose information,
(iii) the information that is intended to be disclosed, and
(iv) the identity of the person whom Enterprise Ireland intends to consult.
(c) (i) Notwithstanding any obligation as to secrecy or other restriction on the disclosure of information imposed by, or under, the Tax Acts or any other statute or otherwise, but subject to paragraph (d), the Revenue Commissioners may approve the disclosure by Enterprise Ireland of the information referred to in paragraph (b) to the person referred to in paragraph (a).
(ii) Enterprise Ireland shall not disclose the information referred to in paragraph (b) to the person referred to in paragraph (a) without obtaining the approval specified in paragraph (d).
(d) Before providing an approval referred to in paragraph (c), the Revenue Commissioners shall give notice in writing to the company of—
(i) the purposes of the consultation,
(ii) the intention to disclose information,
(iii) the information that is intended to be disclosed, and
(iv) the identity of the person whom Enterprise Ireland intends to consult,
and shall give the company a period of 30 days after the date of the notice to show to the satisfaction of the Revenue Commissioners that the Revenue Commissioners providing the approval referred to in paragraph (c) could prejudice the company’s business.
(e) Where, on the expiry of the period referred to in paragraph (d), it is not shown to the satisfaction of the Revenue Commissioners that the provision of the approval referred to in paragraph (c) could prejudice the company’s business, the Revenue Commissioners may provide that approval where the Revenue Commissioners—
(i) give notice in writing to the company of the decision to provide the approval referred to in paragraph (c), and
(ii) allow the company a period of 30 days after the date of the notice to appeal the decision to the Appeal Commissioners before providing the approval referred to in paragraph (c).
(f) A company aggrieved by a decision made under paragraph (e) in respect of it may appeal the decision to the Appeal Commissioners, in accordance with section 949I, within the period of 30 days after the date of the notice of that decision.
(6) Certificates of qualification shall include the following information:
(a) the type of certificate issued either in accordance with subsection (3)(a) or (4)(a), as the case may be;
(b) the name, address and company registration number, or equivalent in the case of a company incorporated outside of the State, of the qualifying company to which the certificate was issued;
(c) the date of issue of the certificate;
(d) the period of validity of the certificate;
(e) a unique, sequential certificate identification number assigned to the certificate by the Revenue Commissioners.
(7) (a) The Revenue Commissioners shall establish and maintain a register of companies to which certificates of qualification have been issued (in this subsection referred to as the ‘register’).
(b) The Revenue Commissioners shall publish the register on a website maintained by them or on their behalf.
(c) The register shall contain only the information specified in subsection (6) in respect of the certificates of qualification, and the date of withdrawal in a case where the certificates of qualification have been withdrawn under section 600P.
Subscription for shares
600G. (1) For the purposes of this Chapter, an individual subscribes for a share in a company if the individual subscribes for and is issued the share by the company—
(a) for consideration consisting wholly of cash,
(b) for bona fide commercial reasons and not as part of an arrangement that it is reasonable to consider the main purpose, or one of the main purposes, of such arrangement is to secure a tax advantage to any person, and
(c) by way of a bargain at arm’s length,
and references in this Chapter to ‘subscribes for’ shall be construed accordingly.
(2) In this Chapter, a share subscribed for, issued to, held by, or disposed of for, an individual by a nominee shall be treated for the purposes of this Chapter as subscribed for, issued to, held by, or disposed of by, the individual where the nominee has complied with the requirements of sections 892 and 894 in respect of the share.
(3) In this Chapter, references to an individual having subscribed for a share include the individual having subscribed for the share jointly with any other individual (and references to an individual holding a share or to a share being issued to an individual shall be construed accordingly).
Qualifying investor
600H. (1) For the purposes of this Chapter, a ‘qualifying investor’ is an individual who on his or her own behalf subscribes for eligible shares in a qualifying company and complies with this section.
(2) (a) An individual shall not be a qualifying investor if at the date of investment the individual is connected, as determined in accordance with this section and section 600I, with the company.
(b) In this Chapter, an individual shall be connected with a company if the individual or an associate of the individual—
(i) is a partner of the company, or of any company that is a member of the relief group of which that company is a member,
(ii) is a director or employee of the company, or of any company that is a member of the relief group of which that company is a member, or
(iii) subject to subsection (3), has an interest in the capital of the company, or of any company that is a member of the relief group of which that company is a member.
(3) (a) Subject to subsection (4), for the purposes of this section, an individual shall have an interest in the capital of a company that is a member of the relief group if that individual, or that individual’s associate, directly or indirectly possesses or is entitled to acquire—
(i) any of the issued share capital,
(ii) any of the loan capital,
(iii) any of the voting power, or
(iv) rights to the assets on a winding up,
of any such company.
(b) For the purposes of paragraph (a)(ii), the loan capital of a company shall be treated as including any debt incurred by the company—
(i) for any money borrowed or capital assets acquired by the company,
(ii) for any right to receive income created in favour of the company, or
(iii) for consideration the value of which to the company was, at the time when the debt was incurred, substantially less than the amount of the debt (including any premium on the debt),
but shall not include a debt incurred by the company by overdrawing an account with a person carrying on a business of banking if the debt arose in the ordinary course of that business.
(c) (i) For the purposes of paragraph (a)(iv), an individual shall have a right to the assets on a winding up if that individual, or an associate of the individual, has rights as would, in the event of the winding up of a company or in other circumstances, entitle the individual to receive any assets of the company which would at that time be available for distribution to equity holders of the company, and for the purposes of this subsection—
(I) the persons who are equity holders of the company, and
(II) the percentage of the assets of the company to which the individual would be entitled,
shall be determined in accordance with sections 413 and 415, with references in section 415 to the first company being construed as references to an equity holder and references to a winding up being construed as including references to any other circumstances in which assets of the company are available for distribution to its equity holders.
(ii) In applying sections 413 and 415 in determining the percentage of share capital or other amount which a shareholder beneficially owns or is beneficially entitled to under subparagraph (i), no regard shall be had to the provisions of section 411(1)(c).
(d) (i) For the purposes of this section, an individual shall have an interest in the capital of the company if the individual has control of it.
(ii) For the purposes of this section, an individual shall be treated as having an interest in the capital of the company if the individual has, at the date of investment, control of another company which is a subsidiary of the company.
(4) For the purposes of subsection (3), no account shall be taken of shares in a company which are held by the individual concerned, or an associate of that individual, where—
(a) that individual or that associate, as the case may be, may be entitled to relief under section 600M on the disposal of those shares, and
(b) that individual, or a person connected with that individual, did not, at the date of investment, control the company concerned.
(5) For the purposes of this section an individual shall be treated as entitled to acquire anything which the individual is entitled to acquire at a future date or will at a future date be entitled to acquire, and there shall be attributed to any person any rights or powers of any other person who is an associate of that person.
(6) For the purposes of subsection (2), an individual shall not be connected with a company by reason that an associate of the individual—
(a) has an interest in the share capital of that company, and
(b) is a partner of the individual solely by virtue of their both being partners in a qualifying investment fund within the meaning of section 508IA or a qualifying partnership.
Anti-avoidance: qualifying investor
600I. Where an individual subscribes for shares in a company with which the individual is not connected, then the individual shall nevertheless be treated as connected with it if the individual subscribes for the shares as part of any arrangement which provides for another person to subscribe for shares in another company with which the individual or any other individual who is a party to the arrangement is connected.
Qualifying investment (investor perspective)
600J. (1) Subject to sections 600K and 600L, for the purposes of this Chapter, an investment shall be a qualifying investment where—
(a) an individual subscribes for eligible shares in a qualifying company, and
(b) the investment complies with this section and section 600E.
(2) An investment shall be a qualifying investment where—
(a) the eligible shares held by the individual have been held for a period of at least 3 years from the date of investment,
(b) the value of the eligible shares in a qualifying company subscribed for by the individual on the date of investment—
(i) is not less than €20,000, or
(ii) is not less than €10,000, and at the time of the investment—
(I) the eligible shares held by the individual represent not less than 5 per cent of the qualifying company’s ordinary share capital, and
(II) the eligible shares held by the individual entitle the individual to not less than 5 per cent of—
(A) the profits available for distribution to equity holders of the qualifying company,
(B) the voting rights of the qualifying company, and
(C) the assets of the qualifying company available for distribution to equity holders,
and
(III) there exist no arrangements which could reasonably be considered to—
(A) cause the individual’s holding of eligible shares to fall below 5 per cent, or
(B) reduce the individual’s entitlements, referred to in clause (II) in respect of the eligible shares, below 5 per cent,
(c) throughout the period referred to in paragraph (a), the total shares, including the eligible shares, held by the individual in the qualifying company or any company that is a member of the relief group of which the qualifying company is a member—
(i) represent not more than 49 per cent of the company’s ordinary share capital, and
(ii) do not entitle the individual to more than 49 per cent of—
(I) the profits available for distribution to equity holders of the company,
(II) the voting rights of the company, and
(III) the assets of the company available for distribution to equity holders,
and
(d) the investor retains a copy of the certificates of qualification in respect of the qualifying company that were valid on the date of investment.
Anti-avoidance: qualifying investment (shares)
600K. (1) In this section, ‘distribution’ has the same meaning as in the Corporation Tax Acts.
(2) For the purposes of this section, an amount specified or implied shall include an amount specified or implied in a foreign currency.
(3) This section applies to shares in a company where any arrangement exists which could reasonably be considered to substantially reduce the risk that the person beneficially owning those shares—
(a) might, at or after a time specified in or implied by that arrangement, be unable to realise directly or indirectly in money or money’s worth an amount so specified or implied, other than a distribution, in respect of those shares, or
(b) might not receive an amount so specified or implied of distributions in respect of those shares.
(4) The reference in this section to the person beneficially owning shares shall be deemed to be a reference to both that person and any person connected with that person.
(5) An investment in shares to which this section applies shall not be a qualifying investment for the purposes of this Chapter.
(6) Without prejudice to the generality of subsection (3), such arrangements may include any rights associated with the shares as set out in the company’s constitution.
Anti-avoidance: qualifying investment (investor perspective)
600L. (1) (a) For the purposes of this Chapter, an investment shall not be a qualifying investment in respect of an individual to whom this subsection applies where at any time in the period referred to in section 600J(2)(a) the company or any of its qualifying subsidiaries—
(i) begins to carry on a business previously carried on at any time in that period otherwise than by the company or any of its qualifying subsidiaries, or
(ii) acquires the whole or greater part of the assets used for the purposes of a business previously so carried on.
(b) This subsection applies to an individual where—
(i) any person or group of persons to whom an interest amounting in the aggregate to more than a 50 per cent share in the business (as previously carried on) belonged at any time in the period referred to in section 600J(2)(a) is a person or a group of persons to whom such an interest in the business carried on by the company, or any of its subsidiaries, belongs or has at any such time belonged, or
(ii) any person or group of persons who controls or at any such time has controlled the company is a person or a group of persons who at any such time controlled another company which previously carried on the business,
and the individual is that person or one of those persons.
(2) An individual shall not be entitled to relief under section 600M in respect of any shares in a company where—
(a) the company comes to acquire all of the issued share capital of another company at any time in the period referred to in section 600J(2)(a), and
(b) any person or group of persons who controls or has at any such time controlled the company is a person or a group of persons who at any such time controlled that other company,
and the individual is that person or one of those persons.
(3) For the purposes of subsection (1)(b)—
(a) the person or persons to whom a business belongs, and, where a business belongs to 2 or more persons, their respective shares in that business, shall be determined in accordance with paragraphs (a) and (b) of subsection (1) and subsections (2) and (3) of section 400, and
(b) any interest, rights or powers of a person who is an associate of another person shall be treated as those of that other person.
Relief
600M. (1) (a) Subject to paragraph (b), a qualifying investor who disposes of a qualifying investment in a qualifying company shall be entitled to claim relief under this section.
(b) This section shall not apply to a disposal that constitutes—
(i) the redemption, repayment or repurchase of shares by a company, or
(ii) a disposal within the meaning of section 534(b).
(2) The amount of the chargeable gain to which this section applies is the lowest of—
(a) the chargeable gain,
(b) twice the amount of the qualifying investment in the eligible shares disposed of, and
(c) an amount calculated under subsection (4)(a).
(3) Notwithstanding section 28, where an individual makes a claim under this section, the rate of capital gains tax chargeable on the amount of the chargeable gain to which this section applies shall be the rate specified in section 28 minus 17 per cent.
(4) (a) The amount calculated under this paragraph is the amount calculated by the following formula:
€10,000,000 G
where ‘G’ is the total amount of the chargeable gains in respect of which a claim or claims were made under this section.
(b) Where, in the return made under Part 41A in respect of a year, an individual is making a claim under this section in respect of more than one disposal of eligible shares, the amount calculated under paragraph (a) shall be calculated in respect of the earlier disposals in advance of the later disposals, and the amount calculated in respect of those earlier disposals shall be included in ‘G’ in the formula in paragraph (a) in respect of those later disposals.
(5) In making a claim under this section, an individual shall, in the return required to be made under Part 41A in respect of the year in which the disposal was made, provide the following information:
(a) the name and address of the qualifying company that issued the shares;
(b) the date on which the investment was made;
(c) the value and number of shares subscribed for as part of the qualifying investment;
(d) the unique, sequential certificate identification number of the certificate of commercial innovation assigned by the Revenue Commissioners.
Qualifying partnership
600N. (1) For the purposes of this Chapter, a ‘qualifying partnership’ is a partnership—
(a) in which an individual is a partner and has contributed a minimum of €20,000 to the partnership prior to the date of investment by the partnership in a qualifying company, and
(b) that complies with subsection (2).
(2) A partnership shall be a qualifying partnership for the purposes of this Chapter if—
(a) it is established under a partnership agreement and has as its principal business, to be expressed in the partnership agreement establishing the qualifying partnership, the investment of its funds in accordance with a defined investment policy for the benefit of its investors, and
(b) under the terms of the partnership agreement it is provided that—
(i) the funds to be invested in eligible shares are to be invested without undue delay,
(ii) pending investment in eligible shares, any moneys subscribed for the purchase of shares are to be placed on deposit in a separate account with a bank licensed to transact business in the State,
(iii) any amounts received by means of dividends or interest are, subject to a commission in respect of management expenses at a rate not exceeding a rate which shall be specified in the partnership agreement, to be paid without undue delay to the partners,
(iv) any charges to be made by means of management or other expenses in connection with the establishment, running, winding down or termination of the partnership shall be at a rate not exceeding a rate which shall be specified in the partnership agreement, and
(v) audited accounts of the partnership are prepared annually and submitted to the Revenue Commissioners when requested.
(3) (a) Where a qualifying partnership makes an investment of at least €20,000 in eligible shares in a qualifying company that would be, if it were made directly by an individual, a qualifying investment subject to the modifications set out in paragraph (b), then, section 600M shall apply to the disposal of those eligible shares apportionable to a partner referred to in subsection (1)(a) subject to the modifications set out in subsection (4).
(b) The modifications set out in this paragraph are that section 600J applies to an investment by a qualifying partnership as if—
(i) subparagraph (ii) of subsection (2)(b) of that section were deleted, and
(ii) references to ‘the individual’ in paragraph (c) of subsection (2) of that section were references to ‘the qualifying partnership’.
(4) In applying section 600M to the disposal of an investment in eligible shares which was made by an individual through a qualifying partnership, subsection (3) of that section shall apply as if references to ‘17 per cent’ were references to ‘15 per cent’.
Interaction of relief with other provisions of this Act
600O. (1) (a) Section 597AA shall apply to a disposal, in whole or in part, of eligible shares subscribed for by, and issued to, a qualifying investor where the amount of capital gains tax payable in respect of the disposal under this Chapter is greater than the amount of capital gains tax that would be payable in respect of the disposal were section 597AA to apply.
(b) Section 600M shall not apply to a disposal referred to in paragraph (a) to which section 597AA applies.
(2) (a) Section 598 or 599, as the case may be, shall apply to a disposal, in whole or in part, of eligible shares subscribed for by, and issued to, a qualifying investor where the amount of capital gains tax payable in respect of the disposal under this Chapter is greater than the amount of capital gains tax that would be payable in respect of the disposal were section 598 or 599, as the case may be, to apply.
(b) Section 600M shall not apply to a disposal referred to in paragraph (a) to which section 598 or 599, as the case may be, applies.
(3) Section 600M shall not apply to a disposal, in whole or in part, of the eligible shares subscribed for by, and issued to, a qualifying investor where that individual has made, or intends to make, a claim for relief within the meaning of Part 16 in respect of those eligible shares.
Failure to comply with requirements of this Chapter
600P. (1) This subsection applies to a company (in this subsection referred to as ‘the first-mentioned company’) to which certificates of qualification were issued which are valid and—
(a) the first-mentioned company does not satisfy the conditions specified in subsection (2)(a) of section 600F,
(b) any company that is a member of the relief group of which the first-mentioned company is a member does not satisfy the conditions specified in paragraphs (b) and (c) of subsection (2) of section 600F, or
(c) the relief group of which the first-mentioned company is a member does not satisfy the conditions specified in subsection (2)(d) of section 600F.
(2) (a) A company to which subsection (1) applies—
(i) shall not provide copies of its certificates of qualification to a qualifying investor or a qualifying partnership, as the case may be, and
(ii) shall return its certificates of qualification to the Revenue Commissioners.
(b) Where a company returns its certificates of qualification under paragraph (a), the Revenue Commissioners shall withdraw those certificates.
(c) Where the Revenue Commissioners withdraw the certificates of qualification under paragraph (b) they shall cease to be valid from the date of withdrawal.
(3) (a) This subsection applies to an investment and a company where the company, contrary to subsection (2)(a)(i), provided a copy of the certificates of qualification to the qualifying investor or qualifying partnership, as the case may be, who made the investment in the company.
(b) A company to which this subsection applies shall, in the year in which the certificates of qualification were provided to the qualifying investor or qualifying partnership, as the case may be, be charged to corporation tax under Case IV of Schedule D for the accounting period in which the investment to which this subsection applies was made in an amount calculated by the following formula:
(I 2 17 per cent) 4
where I is the investment to which this subsection applies.
(c) An amount chargeable to tax under this section shall be treated—
(i) as income against which no loss, deficit, expense or allowance may be set off, and
(ii) as not forming part of the income of the company for the purposes of calculating a surcharge under section 440.
(4) (a) Where, during the period of validity of the certificates of qualification issued to a company, there is a change in the material facts relevant to the satisfaction of the conditions specified in section 600F(2)—
(i) the company, or
(ii) any officer or agent of the company who has knowledge of the change,
shall, within 30 days of the change or, in the case of an officer or agent of the company falling within subparagraph (ii) within 30 days of coming to know of the change, bring that change to the attention of the Revenue Commissioners.
(b) (i) An individual who does not comply with paragraph (a) shall be liable to a penalty of €3,000.
(ii) Where a company does not comply with paragraph (a)—
(I) the company shall be liable to a penalty of €4,000, and
(II) the secretary of the company shall be liable to a separate penalty of €3,000.
(c) Where information comes to the attention of the Revenue Commissioners which causes the Revenue Commissioners to form the opinion that—
(i) there has been a change in a material fact relevant to the satisfaction of any of the conditions specified in section 600F(2), or
(ii) any of the conditions specified in section 600F(2) were not satisfied at the date of application under section 600F(1) or the date on which the certificates of qualification were issued or renewed, as the case may be,
then, the Revenue Commissioners shall give notice in writing to the company that they intend to withdraw the certificates of qualification.
(d) (i) For the purposes of paragraph (c), the Revenue Commissioners may consult with Enterprise Ireland as they consider appropriate (including by the provision to Enterprise Ireland of such information in relation to the matter as is necessary for the purposes of such consultation).
(ii) Following the consultation referred to in paragraph (i), Enterprise Ireland shall make any recommendations or report to the Revenue Commissioners as it considers appropriate for those purposes and the Revenue Commissioners shall take account of any such recommendations or report in forming their intention to withdraw the certificates of qualification.
(e) A notice under paragraph (c) shall state—
(i) the reasons for the intention to withdraw the certificates of qualification, and
(ii) that the company has a period of 30 days to make submissions and to provide such information and explanations as are necessary to prove to the satisfaction of the Revenue Commissioners that the conditions specified in section 600F(2)—
(I) continue to be satisfied, in a case where paragraph (c)(i) applies, or
(II) were satisfied, in a case where paragraph (c)(ii) applies.
(f) Where, following consideration of any submissions and such additional information or explanations as may be provided by the company pursuant to a notice under paragraph (c), and taking into account any recommendations or report which Enterprise Ireland may make to the Revenue Commissioners following such consultation by them with Enterprise Ireland as they consider appropriate for this purpose (including by the provision to Enterprise Ireland of such information in relation to the matter as is necessary for the purposes of such consultation), the opinion of the Revenue Commissioners remains that the conditions in section 600F(2)—
(i) are not satisfied, in a case where paragraph (c)(i) applies, or
(ii) were not satisfied, in a case where paragraph (c)(ii) applies,
then, the Revenue Commissioners shall issue a determination to that effect and that the certificates of qualification are withdrawn and the reasons for the determination.
(g) A person aggrieved by a determination issued under paragraph (f) may appeal the determination to the Appeal Commissioners, in accordance with section 949I, within the period of 30 days after the date of the notice of that determination.
(h) A determination under paragraph (f) shall take effect and the certificates of qualification so withdrawn shall cease to be valid—
(i) where no appeal against the determination is brought under paragraph (g), on the expiration of the period specified in paragraph (g) for bringing an appeal, or
(ii) where an appeal if brought under paragraph (g), on the date on which the determination is confirmed on appeal or the appeal is withdrawn, abandoned or otherwise not proceeded with, as the case may be.
Powers
600Q. (1) The Revenue Commissioners may nominate in writing any of their officers to perform any acts and discharge any functions authorised by this Chapter to be performed or discharged by the Revenue Commissioners.
(2) An authorised officer may make such enquiries as the authorised officer considers necessary for the purpose of being satisfied as to whether—
(a) information included in an application made by a company in accordance with section 600F(1) was correct and complete, and
(b) a company has complied with section 600P(2).
(3) An authorised officer may, at all reasonable times, enter any premises or place of business of a company for the purpose of carrying out the enquiries referred to in subsection (2).
(4) An authorised officer may, in respect of an applicant company (within the meaning of section 600F), require a linked business or a partner business to produce books, records or other documents and to furnish information, explanations and particulars and to give all assistance which the authorised officer may reasonably require for the purposes of his or her enquiries.
Application of the Chapter
600R. Section 600M shall apply only in respect of the disposal of eligible shares that are issued on or before 31 December 2026.
Reporting of relief by qualifying companies
600S. (1) Where, in an accounting period, a qualifying company issued shares in respect of which an entitlement to claim relief under section 600M may apply on the disposal of those shares, subsections (2) to (5) shall apply to the qualifying company for the period.
(2) A qualifying company shall include details of the qualifying investment in a return required under Part 41A for the accounting period in which the eligible shares were issued, and the company shall, notwithstanding anything to the contrary in Part 41A or section 1084, be deemed for that accounting period to be a chargeable person for the purposes of Chapter 3 of Part 41A.
(3) A qualifying company shall, not more than 4 months after the end of the year of assessment in which the shares were issued for a qualifying investment, provide to the Revenue Commissioners, through such electronic means as they make available, such information—
(a) as they may require for the purposes of the annual reports required in accordance with Article 11 of the General Block Exemption Regulation, including:
(i) the name of the company;
(ii) the address of the company;
(iii) the Companies Registration Office number of the company;
(iv) the amount of finance raised;
(v) the date of the share issue,
and
(b) as they may require for the administration of relief under this Chapter, including:
(i) the investor’s name, address and PPS Number, or the partnership name, address and tax registration number, as the case may be;
(ii) the amount of the relevant investment per investor, or partnership, as the case may be.
(4) Notwithstanding any obligation to maintain secrecy or any other restriction on the disclosure of information imposed by or under statute or otherwise, the Revenue Commissioners, or any other officer authorised by them for the purposes of this subsection—
(a) may furnish the information obtained in accordance with subsection (3)(a) to the person submitting the annual reports referred to in that subsection, and
(b) shall publish the following information in relation to all qualifying companies:
(i) the name of the company;
(ii) the address of the company;
(iii) the Companies Registration Office number of the company;
(iv) the amount of finance raised;
(v) the date of the share issue.
(5) Where a company fails to comply with a requirement to furnish information in accordance with this section, that company shall be liable to a penalty of €2,000 and, if that failure continues after the date on which the return shall be filed under Part 41A, or 30 days, as appropriate, a further penalty of €50 for each day on which the failure so continues.”,
and
(b) in section 851A(8)—
(i) in paragraph (n), by the deletion of “and” after “functioning of the European Union,”,
(ii) in paragraph (o), by the substitution of “European Union, and” for “European Union.”, and
(iii) by the insertion of the following paragraph after paragraph (o):
“(p) where the taxpayer information is disclosed to Enterprise Ireland for the sole purpose of the consultation referred to in—
(i) subsection (3)(b) or (4)(b), as the case may be, of section 600F, or
(ii) subsection (4)(d) of section 600P.”.
(2) Subsection (1) shall come into operation on such day as the Minister for Finance may appoint by order.
55. Amendment of section 599 of Principal Act (disposals within family of business or farm)
55. Section 599 of the Principal Act is amended—
(a) by the insertion of the following subsection after subsection (4):
“(4A) (a) In this subsection—
‘deferred capital gains tax’ means capital gains tax arising on a relevant disposal which is deferred in accordance with paragraph (c);
‘relevant disposal’ means a disposal of qualifying assets referred to in subparagraph (v) of subsection (1)(b), in respect of which capital gains tax remains chargeable in accordance with that subparagraph;
‘retention period’, in relation to a relevant disposal, means the period beginning on the date on which an individual makes the relevant disposal and ending on the twelfth anniversary of that date.
(b) This subsection shall apply to an individual who makes a relevant disposal to his or her child on or after 1 January 2025.
(c) An individual to whom this subsection applies may make a claim to defer payment of the capital gains tax chargeable in respect of a relevant disposal in the return required to be delivered by that individual under Chapter 3 of Part 41A for the year of assessment in which the relevant disposal is made.
(d) Where assets comprised in a relevant disposal, in respect of which a claim under paragraph (c) has been made—
(i) are disposed of by the child to whom the disposal is made before the expiration of the retention period relating to the relevant disposal, the deferred capital gains tax in respect of such assets shall be assessed and charged on that child for the year of assessment in which the child disposes of such assets, in addition to any capital gains tax chargeable in respect of the gain accruing to the child on the child’s disposal of those assets, or
(ii) are not disposed of by the child to whom the disposal is made before the expiration of the retention period relating to the relevant disposal, the deferred capital gains tax in respect of such assets shall no longer be due and payable.”,
and
(b) by the insertion of the following subsection after subsection (8):
“(9) A claim for relief or deferral under this section shall apply only in respect of a disposal of qualifying assets where it would be reasonable to consider that the disposal of such assets is made for bona fide commercial reasons and does not form part of any arrangement or scheme the main purpose, or one of the main purposes, of which is the avoidance of liability to tax.”.
56. Amendment of section 613 of Principal Act (miscellaneous exemptions for certain kinds of property)
56. (1) Section 613 of the Principal Act is amended by the insertion of the following subsection after subsection (7):
“(8) (a) In this subsection—
‘Act of 2023’ means the Historic and Archaeological Heritage and Miscellaneous Provisions Act 2023;
‘archaeological object’ has the same meaning as it has in the Act of 2023;
‘national monument (M)’ has the same meaning as it has in the Act of 2023;
‘registered monument’ has the same meaning as it has in the Act of 2023;
‘relevant archaeological object’ has the same meaning as it has in Part 4 of the Act of 2023.
(b) No chargeable gain shall accrue on the disposal of, or of an interest in—
(i) a registered monument in accordance with section 47 of the Act of 2023,
(ii) a national monument (M) in accordance with section 62 of the Act of 2023,
(iii) a national monument (M) in accordance with section 77 of the Act of 2023,
(iv) an archaeological object in accordance with section 99 of the Act of 2023, or
(v) a relevant archaeological object in accordance with section 105 of the Act of 2023.”.
(2) (a) In this subsection, “Act of 2023” means the Historic and Archaeological Heritage and Miscellaneous Provisions Act 2023.
(b) Subsection (1), in so far as it relates to the insertion of—
(i) subsection (8)(b)(i) into section 613 of the Principal Act, shall come into operation on the day on which section 47 of the Act of 2023 comes into operation,
(ii) subsection (8)(b)(ii) into section 613 of the Principal Act, shall come into operation on the day on which section 62 of the Act of 2023 comes into operation,
(iii) subsection (8)(b)(iii) into section 613 of the Principal Act, shall come into operation on the day on which section 77 of the Act of 2023 comes into operation,
(iv) subsection (8)(b)(iv) into section 613 of the Principal Act, shall come into operation on the day on which section 99 of the Act of 2023 comes into operation, and
(v) subsection (8)(b)(v) into section 613 of the Principal Act, shall come into operation on the day on which section 105 of the Act of 2023 comes into operation.
PART 2 Excise
Chapter 1 E-Liquid Products Tax
57. Definitions
57. In this Chapter and in Schedule 1—
“accounting period” means a period of 1 calendar month or such other period as the Commissioners may prescribe for the purposes of payment and returns under section 61;
“Commissioners” means the Revenue Commissioners;
“electronic cigarette” means a product that can be used for the consumption of e-liquid product vapour via a mouthpiece, or any component of that product, including a cartridge, a tank and the product without cartridge or tank, whether or not it is disposable, or refillable by means of a refill container or a tank, or rechargeable with single use cartridges;
“e-liquid product” means liquid for e-liquid inhalation products except where such liquid is used exclusively as a nicotine replacement;
“e-liquid inhalation product” means—
(a) an electronic cigarette, or
(b) any other product consisting of—
(i) a device which is intended to enable e-liquid product vapour to be inhaled through a mouthpiece (irrespective of whether the device would also enable any other substance to be so inhaled), or
(ii) a cartridge which is capable of—
(I) containing an e-liquid product, and
(II) forming part of a device that falls within subparagraph (i);
“first supplied”, where express provision is not made in this behalf, means the first time a supply is made within the State by a supplier;
“liquid for e-liquid inhalation products” means—
(a) liquid containing nicotine that can be used in an e-liquid inhalation product, and
(b) liquid not containing nicotine that can be used in an e-liquid inhalation product;
“nicotine replacement” means a medicine licenced or authorised by the Health Products Regulatory Authority supplied for the purpose of nicotine replacement therapy;
“officer” means an officer of the Commissioners;
“prescribe” means prescribe by regulations under section 66;
“related company” has the meaning assigned to it by the Companies Act 2014;
“supplier” means—
(a) except where paragraph (b) applies, a taxable person within the meaning of section 2 of the Value-Added Tax Consolidation Act 2010, or
(b) an accountable person for the purposes of Part 2 of the Value-Added Tax Consolidation Act 2010,
who supplies an e-liquid product;
“supply” means the supply of an e-liquid product to another person, except where that person is a related company;
“tax” means e-liquid products tax within the meaning of section 58.
58. Charging and rates of e-liquid products tax
58. Subject to the provisions of this Chapter and any regulations made under it, a duty of excise, to be known as e-liquid products tax, shall be charged, levied and paid at the rate specified in Schedule 1 on each e-liquid product.
59. Liability to pay e-liquid products tax
59. Tax shall be charged at the time an e-liquid product is first supplied by a supplier and that supplier shall be accountable for and liable to pay the tax charged.
60. Registration of e-liquid product suppliers
60. Before an e-liquid product is first supplied by a supplier, the supplier shall (if not already so registered) register with the Commissioners in accordance with such procedures as the Commissioners may prescribe or otherwise require.
61. Returns and payment by e-liquid product suppliers
61. For the purposes of section 59, a supplier shall—
(a) within one month after the end of an accounting period, in respect of the e-liquids products supplied in that accounting period, furnish to an officer a return in such form as the Commissioners may require showing the quantity of e-liquid product supplied by the supplier in that period and including such particulars as the Commissioners may prescribe, and
(b) pay, in accordance with the return under paragraph (a), and by the time that that return is due, the amount of tax due in respect of the accounting period concerned.
62. Records
62. Every supplier of an e-liquid product shall maintain such records for such periods as the Commissioners may prescribe and shall produce those records for inspection to an officer where the officer so requests.
63. Returned e-liquid product
63. Subject to such conditions as the Commissioners may prescribe or otherwise impose, a repayment of tax may be granted in respect of any e-liquid product, for which tax has been paid, that is shown to the satisfaction of the Commissioners to have been returned to the liable supplier.
64. Repayments of e-liquid products tax
64. (1) Where a supply qualifies under section 63 a repayment of that tax shall be made to the liable supplier referred to in that section.
(2) A claim for repayment under subsection (1) shall be in such form as the Commissioners may prescribe and shall be submitted to the Commissioners within a period of not less than 1 month and not more than 6 calendar months after the end of the accounting period in which the supply concerned was made.
(3) Except where the Commissioners may in any particular case otherwise allow, a repayment under subsection (1) may not be made unless the claim is made within 6 calendar months following the end of the period in respect of which the claim for repayment is made.
65. Offence and penalty
65. (1) It is an offence under this subsection for any person to contravene or fail to comply with any provision of this Chapter, or any regulation made under section 66, or any condition imposed under this Chapter, or under such regulation in relation to such provision.
(2) Without prejudice to any other penalty to which a person may be liable, a person guilty of an offence under subsection (1) shall be liable on summary conviction, to a class A fine.
(3) Where an offence under subsection (1) is committed by a body corporate and the offence is proved to have been committed with the consent or connivance of any person who, when the offence was committed, was a director, manager, secretary or other officer of the body corporate, or who purported to act in any such capacity, that person as well as the body corporate shall be guilty of an offence and shall be liable to be proceeded against and punished as if he or she were guilty of the first-mentioned offence.
(4) Where the affairs of a body corporate are managed by its members, subsection (3) shall apply in relation to the acts and defaults of a member in connection with his or her functions of management as if he or she were a director or manager.
66. Regulations
66. The Commissioners may make regulations for the purposes of managing, securing and collecting the tax, or for the protection of the revenue derived from it, and for the purpose of prescribing any matters in accordance with this Chapter.
67. Care and management
67. The tax imposed by this Chapter is placed under the care and management of the Commissioners.
68. Commencement
68. This Chapter shall come into operation on such day as the Minister for Finance may appoint by order.
Chapter 2 Miscellaneous
69. Amendment of Chapter 1 of Part 2 of Finance Act 2003 (alcohol products tax)
69. (1) The Finance Act 2003 is amended—
(a) by the insertion of the following section after section 78B:
“Relief for small producers of other fermented beverages
78D. (1) In the case of—
(a) cider and perry exceeding 2.8% vol, and
(b) subject to subsection (2), other fermented beverages, other than cider and perry,
that are subject to alcohol products tax, a relief of half the amount of alcohol products tax paid on such beverages shall, subject to subsection (3) and to such conditions as the Commissioners may prescribe or otherwise impose, be granted on a combined total quantity of such beverages as are referred to in paragraphs (a) and (b) not exceeding 8,000 hectolitres in a calendar year, produced by a producer of other fermented beverages—
(i) where the combined total quantity of beverages referred to in paragraphs (a) and (b) and produced by that producer in the previous year has not exceeded 10,000 hectolitres,
(ii) which is legally and economically independent of any other producer of other fermented beverages,
(iii) the premises of which are situated physically apart from those of any other producer of other fermented beverages, and
(iv) where less than 50 per cent of the other fermented beverages produced by that producer in the previous calendar year have been produced under a licence, franchise or contract arrangement for another producer of other fermented beverages.
(2) (a) In the case of beverages referred to in subsection (1)(b), the relief under subsection (1) shall apply where—
(i) such beverages are obtained from the fermentation of fruits, berries, vegetables, a solution of honey in water or from the fermentation of the fresh juice or concentrated juice obtained from such fruits, berries, vegetables, or solution, as the case may be, and
(ii) no other alcohol or alcohol product has been added for the purpose of the production of such beverages.
(b) For the purposes of paragraph (a), where the addition of alcohol to dilute or dissolve flavourings is in a dose strictly necessary such that the alcoholic strength does not increase by more than 1.2% vol, this shall not be considered as the addition of alcohol for the purpose of the production of beverages referred to in subsection (1)(b).
(c) In the case of beverages referred to in subsection (1)(b), the relief under subsection (1) shall not apply where the addition of flavourings referred to in paragraph (b) significantly alters the character of the original product.
(3) Relief under subsection (1) shall be granted by the Commissioners either by means of remission or repayment.
(4) (a) Subject to paragraph (b), relief under subsection (1) does not apply to any other fermented beverages produced for another producer of other fermented beverages under a licence, franchise or contract arrangement.
(b) Notwithstanding paragraph (a), where other fermented beverages are produced by a producer of other fermented beverages under a licence, franchise, contract or other cooperation arrangement with one or more other producers of other fermented beverages, and where—
(i) such producer and each of the producers with which that producer has such an arrangement satisfy the criteria referred to in subparagraphs (i), (ii) and (iii) of subsection (1), and
(ii) the combined total quantity of the other fermented beverages produced in the previous calendar year, by such producer and the producers with which that producer has such an arrangement, has not exceeded 15,000 hectolitres,
then subsection (1)(iv) does not apply, and such other fermented beverages qualify for relief under subsection (1).
(5) (a) For the purposes of subsection (1)(ii), a producer of other fermented beverages is not considered to be legally and economically independent of another producer of other fermented beverages where such producers are directly or indirectly owned or partly owned—
(i) by the same person, or
(ii) by associated companies within the meaning of section 432 of the Taxes Consolidation Act 1997 or by legal entities corresponding to such associated companies.
(b) Notwithstanding subsection (1)(ii) and paragraph (a), where a person referred to in paragraph (a)(i) or (ii) directly or indirectly owns two or more producers of other fermented beverages and the combined total quantity of other fermented beverages produced by such producers in the previous calendar year has not exceeded 10,000 hectolitres, they may be treated for the purposes of this section as a single producer of other fermented beverages which is legally and economically independent of any other producer of other fermented beverages.
(6) (a) Claims for repayment under subsection (3) shall be made in such form as the Commissioners may direct and shall be in respect of payments of alcohol products tax made within a period of 3 calendar months beginning on the first day of January, April, July or October.
(b) A repayment may not be made under this section unless the claim is made within 6 months following the end of each such period or within such longer period as the Commissioners may, in any particular case, allow.”,
and
(b) by the repeal of section 78C.
(2) Subsection (1) shall come into operation on such day or days as the Minister for Finance may by order or orders appoint and different days may be appointed for different purposes or different provisions.
70. Amendment of Schedule 2 to Finance Act 2005 (rates of tobacco products tax)
70. The Finance Act 2005 is amended with effect as on and from 2 October 2024 by the substitution of the following Schedule for Schedule 2:
“SCHEDULE 2
RATES OF TOBACCO PRODUCTS TAX
(With effect as on and from 2 October 2024)
| Description of Product | Rate of Tax |
|---|---|
| Cigarettes . . . . Cigars . . . . Fine-cut tobacco for the rolling of cigarettes . . . . Other smoking tobacco . . . . | Rate of tax at— (a) except where paragraph (b) applies, €463.62 per thousand together with an amount equal to 8.97 per cent of the price at which the cigarettes are sold by retail, or (b) €515.20 per thousand in respect of cigarettes sold by retail where the rate of tax would be less than that rate had the rate been calculated in accordance with paragraph (a). Rate of tax at €522.330 per kilogram. Rate of tax at €362.369 per kilogram. Rate of tax at €502.511 per kilogram. |
”.
71. Amendment of section 64 of Finance Act 2002 (interpretation)
71. Section 64 of the Finance Act 2002 is amended—
(a) by the substitution of the following definition for the definition of “aid”:
“ ‘aid’ means aid granted in accordance with Commission Regulation (EU) 2023/2831;”,
(b) by the substitution of the following definition for the definition of “bookmaker”:
“ ‘bookmaker’ means a person who, in the course of business—
(a) takes bets,
(b) sets odds, and
(c) undertakes to pay out on winning bets;”,
(c) by the substitution of the following definition for the definition of “Commission Regulation (EU) No. 1407/2013”:
“ ‘Commission Regulation (EU) 2023/2831’ means Commission Regulation (EU) 2023/2831 of 13 December 2023[^31] on the application of Articles 107 and 108 of the Treaty on the Functioning of the European Union to de minimis aid;”,
(d) by the substitution of the following definition for the definition of “premises”:
“ ‘premises’ means any house or other building and includes a defined part of a house or other building;”,
(e) by the substitution of the following definition for the definition of “proprietor”:
“ ‘proprietor’ means the person entitled to the exclusive occupation of the premises in relation to which the term is used and, where the context so admits, includes a number of persons jointly so entitled;”,
(f) by the substitution of the following definition for the definition of “registered premises”:
“ ‘registered premises’ means premises for the time being registered in the register;”,
(g) by the substitution of the following definition for the definition of “remote betting intermediary’s licence”:
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