LegalizeTaxes Consolidation Act 1997
[FA91 Sch2]
Interpretation
In this Schedule—
“thoroughfare” includes any bridge, green, hill, river and street;
a reference to a line drawn along any thoroughfare is a reference to a line drawn along the centre of that thoroughfare;
a reference to a projection of any thoroughfare is a reference to a projection of a line drawn along the centre of that thoroughfare;
a reference to the point where any thoroughfare or projection of any thoroughfare intersects or joins any other thoroughfare is a reference to the point where a line drawn along the centre of one thoroughfare or, in the case of a projection of a thoroughfare, along the projection, would be intersected or joined by a line drawn along the centre of the other thoroughfare.
Description of Temple Bar Area
That part of the county borough of Dublin bounded by a line commencing at the point (in this description referred to as “the first-mentioned point”) where the River Liffey is intersected by O'Connell Bridge, then continuing, initially in a southerly direction along O'Connell Bridge, Westmoreland Street, College Green, Dame Street, Cork Hill and Lord Edward Street to the point where it joins Fishamble Street, then continuing in a northerly direction along Fishamble Street and the northerly projection of that street to the point where it intersects the River Liffey, then continuing in an easterly direction along the River Liffey to the first-mentioned point.
SCHEDULE 7 Description of Certain Enterprise Areas
[FA97 Sch10]
PART 1
Interpretation
In this Schedule
“thoroughfare” includes any canal, lane, motorway, railway line and road;
a reference to a line drawn along any thoroughfare is a reference to a line drawn along the centre of that thoroughfare;
a reference to the point where any thoroughfare intersects, joins or traverses any other thoroughfare is a reference to the point where a line drawn along the centre of one thoroughfare would be intersected, joined or traversed by a line drawn along the centre of the other thoroughfare;
a reference to a point where any thoroughfare is intersected by the projection of a boundary is a reference to the point where a line drawn along the centre of such thoroughfare would be intersected by the projection of such boundary.
PART 2
Description of Cherry Orchard/Gallanstown Enterprise Area
That part of the county borough of Dublin and the administrative county of South Dublin bounded by a line commencing at the point (in this description referred to as “the first-mentioned point”) where the Grand Canal is traversed by the M50 motorway, then continuing in an easterly direction along the Grand Canal to the point where it is traversed by the unnamed road to the east of the Dublin Corporation Waterworks installation, then continuing in a north-westerly direction along that unnamed road for a distance of 250 metres, then continuing in a straight undefined line in a north-easterly direction to a point on the South Western Railway Line which is 950 metres east of the point where that railway line is traversed by the M50 motorway, then continuing in a westerly direction along that railway line to the point where it is traversed by the M50 motorway, then continuing in a south-easterly direction along that motorway to the first-mentioned point.
PART 3
Description of Finglas Enterprise Area
That part of the county borough of Dublin and the administrative county of Fingal bounded by a line commencing at the point (in this description referred to as “the first-mentioned point”) where Jamestown Road is intersected by the western projection of the northern boundary of Poppintree Industrial Estate, then continuing in a northerly direction along Jamestown Road to the point where it joins St. Margaret's Road, then continuing in an easterly direction along St. Margaret's Road for a distance of 110 metres, then continuing in a straight undefined line due north to the point where it intersects the M50 motorway, then continuing in an easterly direction along the M50 motorway to the point where it is traversed by the unnamed road immediately to the west of the playing fields on the northern side of St. Margaret's Road, then continuing in a southerly direction along that unnamed road to the point where it joins St. Margaret's Road, then continuing in an easterly direction along St. Margaret's Road for a distance of 115 metres, then continuing in a straight undefined line in a southerly direction to the point where Balbutcher Lane is intersected by the eastern projection of the northern boundary of Poppintree Industrial Estate, then continuing in a westerly direction along the last-mentioned projection and boundary and the western projection of the last-mentioned boundary to the first-mentioned point.
PART 4
Description of Rosslare Harbour Enterprise Area
Ballygerry Area
That part of the administrative county of Wexford bounded by a line commencing at the point (in this description referred to as “the first-mentioned point”), where the N25 road intersects the Ballygerry Road at Kilrane then continuing initially in a northerly direction along Ballygerry Road to the point where it next joins the N25 road, then continuing initially in a southerly direction along the N25 road to the first-mentioned point.
Harbour Area
That part of the town of Rosslare Harbour in the administrative county of Wexford bounded by a line commencing at the point (in this description referred to as “the first-mentioned point”) where the high-water mark joins the south-eastern end of the pier wall to the north-west of the premises known locally as the Old Customs Shed, then continuing in a north-westerly direction along that pier to the point where it intersects the eastern end of the new revetment, then continuing in a south-westerly direction along that revetment to the point which is a distance of 150 metres from the western end of that revetment, then continuing in a straight undefined line due south to the point where it intersects the railway track, then continuing in a north-easterly direction along the railway track to the point where it is intersected by the southern projection of the western boundary of the Old Customs Shed property, then continuing in a northerly direction along the last-mentioned projection and boundary to the point where it joins the north-western boundary of the Old Customs Shed property, then continuing in a north-easterly direction in a straight undefined line to the first-mentioned point.
SCHEDULE 8 Description of Qualifying Resort Areas
[FA95 Sch3]
PART 1
Description of qualifying resort areas of Clare
Kilkee
That part of the District Electoral Division of Kilkee comprised in the Townlands of Kilkee Upper, Kilkee Lower and Dough.
That part of the District Electoral Division of Kilfearagh comprised in that part of the Townland of Ballyonan or Doonaghboy bounded by a line commencing at the point (in this description referred to as “the first-mentioned point”) where the boundaries of the Townlands of Ballyonan or Doonaghboy, Kilkee Lower and Dough converge, then continuing in a south-westerly direction along the boundary of the Townlands of Kilkee Lower and Ballyonan or Doonaghboy for a distance of 568 yards to a point where it intersects a field measuring 1.829 acres, then continuing along the north-eastern boundary of that field to a point where it intersects Local Road (County Road 395), then continuing along the centre of that road in a south-westerly direction for a distance of 20 yards to a point where it intersects the northern projection of the north-eastern boundary of a field measuring 3.517 acres, then continuing along the north-eastern boundary of that field and of the adjoining field in a south-easterly direction, then continuing in that direction to the centre of the Kilkee/Loop Head Regional Road (R487), then continuing along the centre of that road in a southerly direction for 160 yards to a point where it intersects the westerly projection of the southern boundary of a field measuring 1.282 acres, then continuing in an easterly direction along the southern boundary of that field and adjoining fields to a point where it intersects with the eastern boundary of the Townland of Ballyonan or Doonaghboy, and then continuing, initially in a northerly direction, along that boundary to the first-mentioned point.
That part of the District Electoral Division of Kilfearagh comprised in that part of the Townland of Corbally bounded by a line commencing at the point (in this description referred to as “the first-mentioned point”) being the most westerly point of the boundary between the Townlands of Corbally and Dough, then continuing along that boundary in an easterly direction for approximately 510 yards to a point where it intersects the south-eastern corner of a field measuring 2.020 acres, then continuing in a northerly direction along the eastern boundary of that field and of adjoining fields for a distance of 394 yards, then continuing in a generally westerly direction along the northern boundary of a field measuring 3.305 acres, then continuing in that direction to the cliff face of George's Head, and then continuing, initially in a southerly direction, along the high water mark to the first-mentioned point.
Lahinch
That part of the District Electoral Division of Ennistimon comprised in the Townlands of Lehinch and Dough.
That part of the District Electoral Division of Liscannor comprised in the Townland of Ballyellery.
That part of the District Electoral Division of Moy comprised in the Townland of Crag.
PART 2
Description of qualifying resort areas of Cork
Clonakilty
The administrative area of the urban district of Clonakilty.
That part of the District Electoral Division of Ardfield comprised in the Townlands of Dunmore, Muckross, Lonagh, Drombeg and Pallas.
That part of the District Electoral Division of Clonakilty Rural comprised in the Townlands of Clogheen, Inchydoney Island, Gallanes, Tawnies Lower (Rural), Tawnies Upper (Rural), Desert (Rural), Youghalls (Rural) and Miles (Rural).
Youghal
The administrative area of the urban district of Youghal.
That part of the District Electoral Division of Youghal Rural comprised in the Townlands of Summerfield, Ballyvergan East, Ballyclamasy, Knocknacally, Pipersbog, Glanaradotia, Park Mountain, Muckridge Demense, Foxhole and Youghal Mudlands.
That part of the District Electoral Division of Clonpriest comprised in the Townlands of Clonard East and Redbarn.
PART 3
Description of qualifying resort areas of Donegal
Bundoran
The administrative area of the urban district of Bundoran.
That part of the District Electoral Division of Bundoran Rural comprised in that part of the Townland of Magheracar which is situated west of the most westerly boundary of the administrative area of the urban district of Bundoran.
That part of the District Electoral Division of Bundoran Rural comprised in that part of the Townland of Finner bounded by a line commencing at the point (in this description referred to as “the first-mentioned point”) where the eastern boundary of the administrative area of the urban district of Bundoran, on the southern side of the National Primary Road (N15), intersects with the centre of that National Primary Road, then continuing in an easterly direction along the centre of that road for a distance of 500 feet, then continuing in a north-westerly direction along the rear boundary to the east of Finner Avenue Housing Estate until the south-eastern corner of Tullan Strand is reached, then continuing in a westerly direction to the point where it joins the most north-easterly point of the boundary of the administrative area of the urban district of Bundoran, then continuing in a southerly direction along the eastern boundary of the urban district to the point where it intersects the centre of the National Primary Road (N15), and then continuing in an easterly direction along the centre of that road to the first-mentioned point.
PART 4
Description of qualifying resort areas of Galway
Salthill
That part of the County Borough of Galway bounded by a line commencing at the point (in this description referred to as “the first-mentioned point”) where Threadneedle Road meets Salthill Road Upper, then continuing in a northerly direction along the centre of Threadneedle Road to its junction with the road from Seapoint Housing Estate, then continuing in an easterly direction along the southern edge of that estate road and in an easterly projection therefrom to its intersection with a road named Rockbarton West, then continuing in an easterly direction along the centre of Revagh Road to its junction with Rockbarton Road, then continuing in a southerly direction along the centre of Rockbarton Road to its junction with Salthill Road Upper and then continuing in a westerly direction along Salthill Road Upper to the first-mentioned point.
That part of the County Borough of Galway bounded by a line commencing at the point (in this description referred to as “the first-mentioned point”) where the Seapoint Promenade Road meets Salthill Road Upper, then continuing in a north-easterly direction along the centre of Salthill Road Upper to its junction with Salthill Road Lower, then continuing in an easterly direction along the centre of Grattan Road to its junction with Seapoint Promenade Road and then continuing in a south-westerly direction along the centre of Seapoint Promenade Road to the first-mentioned point.
That part of the County Borough of Galway bounded by a line commencing at the point (in this description referred to as “the first-mentioned point”) where Dalysfort Road meets Salthill Road Upper, then continuing in an easterly direction along the centre of Salthill Road Upper to a point where it meets Monksfield, then continuing in a north-westerly direction along the centre of Monksfield to the rear of Number 212 Salthill Road Upper, then continuing in a westerly direction along the Commercial Zoning Boundary as set out in the Galway County Borough Development Plan, 1991, to a point at the rear of Western House where it adjoins Dalysfort Road and then continuing in a southerly direction to the first-mentioned point.
That part of the County Borough of Galway bounded by a line commencing at the point (in this description referred to as “the first-mentioned point”) where Monksfield meets Salthill Road Upper, then continuing in a north-easterly direction along the centre of Salthill Road Upper to its junction with Salthill Road Lower, then continuing in a northerly direction along the centre of Salthill Road Lower to its junction with Devon Park Road, then continuing in a north-westerly direction along the centre of Devon Park Road to the rear of property known as Number 108 Lower Salthill Road, then continuing in a southerly direction along Devon Park along the rear boundaries of Numbers 108, 110, 112, 114, 116, 118, 120, 122, 124, 126, 128, 130, 132, 134, 136, 138, 140, 142, 144, 146 and 148 Lower Salthill Road to where it meets Lenaboy Park, then continuing along the Commercial Zoning Boundary, as set out in the Galway County Borough Development Plan, 1991, to the rear of Number 160 Upper Salthill Road, then continuing along the rear boundaries of Numbers 160, 162, 164, 166, 168 and 170 Upper Salthill Road, then continuing in a southerly direction to the side boundary of Number 178 Upper Salthill Road, then continuing in a westerly direction along the boundary of Number 178 Upper Salthill Road to its boundary with Lenaboy Gardens, then continuing in a southerly direction along the centre of Lenaboy Gardens to the north-western corner of the Sacre Coeur Hotel, then continuing in a southerly direction along the Commercial Zoning Boundary, as set out in the Galway Borough Development Plan, 1991, to its junction with Monksfield and then continuing in a south-easterly direction to the first-mentioned point.
That part of the County Borough of Galway bounded by a line commencing at the point (in this description referred to as “the first-mentioned point”) where Lower Salthill Road meets Grattan Road, then continuing in an easterly direction along the centre of Grattan Road to its junction with Salthill Promenade Road, then continuing in a northerly direction along the boundary of the existing private car-park to the rear boundary of that car-park, then continuing in a westerly direction along the rear boundary of properties fronting onto Grattan Road as far as Salthill Road Lower and then continuing in a southerly direction along the centre of Salthill Road Lower to the first-mentioned point.
PART 5
Description of qualifying resort areas of Kerry
Ballybunion
That part of the District Electoral Division of Killehenny comprised in the Townlands of Ballyeagh, Killehenny, Ballybunion, Dromin and Doon West.
That part of the District Electoral Division of Killehenny comprised in that part of the Townland of Gortnaskeha bounded by a line commencing at the point (in this description referred to as “the first-mentioned point”) where the boundaries of the Townlands of Ballyeagh, Gortnaskeha and Ahimma converge, then continuing in an easterly direction along the boundary between the Townlands of Gortnaskeha and Ahimma to a point where it intersects with the centre of the Tralee/Ballybunion Regional Road (R551), then continuing in a north-westerly direction along the centre of that road for 1,192 metres to a point where the road would intersect with a line drawn along the westerly projection of the northern boundary of the existing ESB transformer site, then continuing in a north-easterly direction along the existing field boundary to the centre of the Listowel/Ballybunion Regional Road (R553), then continuing in a northerly direction to the centre of the Local Road (County Road 28), then continuing in a westerly direction along that road for 230 metres, then continuing in a northerly direction to a point where it intersects with the boundary between the Townlands of Dromin and Gortnaskeha, and then continuing in a southerly direction along the western boundary of the Townland of Gortnaskeha to the first-mentioned point.
That part of the District Electoral Division of Killehenny comprised in that part of the Townland of Doon East bounded by a line commencing at the point (in this description referred to as “the first-mentioned point”) where the Ballybunion/Beale Local Road (County Road 4) intersects the Ballybunion/Asdee Regional Road (R551), then continuing in a north-easterly direction along the centre of that Regional road for 250 metres, then continuing in a southerly direction along the rear boundary of the existing housing development to the boundary of the Townlands of Doon East and Doon West, then continuing in a westerly direction along that boundary to the centre of the Regional Road (R551), and then continuing in a northerly direction along the centre of that road to the first-mentioned point.
PART 6
Description of qualifying resort areas of Louth
Clogherhead
That part of the District Electoral Division of Clogher comprised in the Townland of Clogher and that part of the Townland of Callystown bounded on the west by the Termonfeckin/Annagassan Local Road (County Road 281) and on the north by the Dunleer/Clogherhead Regional Road (R166).
PART 7
Description of qualifying resort areas of Mayo
Achill
The District Electoral Divisions of Slievemore, Dooega, Achill and Corraun Achill.
That part of the District Electoral Division of Newport West comprised in the Townland of Mallanranny.
Westport
That part of the District Electoral Division of Westport Urban comprised in the Townlands of Ardmore, Cloonmonad, Cahernamart, Carrownalurgan, Knockranny, Westport Demesne (Urban District), Deerpark East, Carrowbeg and those parts of the Townlands of Carrowbaun and Killaghoor contained within the administrative area of the urban district of Westport.
That part of the District Electoral Division of Westport Rural comprised in Roman Island and the Townland of Rossbeg.
That part of the District Electoral Division of Kilmeena comprised in that part of the Townland of Westport Demesne (Rural District) bounded by a line commencing at the point (in this description referred to as “the first-mentioned point”) forming the most north-westerly point of the Townland of Westport Demesne (Urban District), then continuing in a westerly direction for 100 yards, then continuing in a northerly direction for 320 yards, then continuing in a south-easterly direction for 630 yards following the field boundary south of Kennedy's Wood as far as the administrative boundary of the urban district of Westport and then continuing along that boundary initially in a south-westerly direction to the first-mentioned point.
PART 8
Description of qualifying resort areas of Meath
Bettystown, Laytown and Mosney
That part of the District Electoral Division of Julianstown comprised in that part of the Townland of Mornington bounded on the north by a line commencing at the high water mark and continuing in a westerly direction along the northern boundary of Laytown/Bettystown Golf Links to a point where it intersects with the boundary of the Townland of Donacarney Great; and those parts of the Townlands of Betaghstown, Sevitsland, Ministown and Ninch which are situated to the east of the Dublin/Belfast railway line.
That part of the District Electoral Division of Julianstown comprised in the Townland of Mosney and that part of the Townland of Briarleas situated to the east of Local Road (County Road 438).
PART 9
Description of qualifying resort areas of Sligo
Enniscrone
That part of the District Electoral Division of Kilglass comprised in the Townlands of Carrowhubbock North, Carrowhubbock South, Frankford, Kinard and Trotts.
That part of the District Electoral Division of Castleconnor West comprised in the Townlands of Bartragh, Carrowcardin, Muckduff and Scurmore.
PART 10
Description of qualifying resort areas of Waterford
Tramore
That part of the District Electoral Division of Islandikane comprised in the Townlands of Westtown, Newtown and Coolnagoppoge.
That part of the District Electoral Division of Tramore comprised in the Townlands of Ballycarnane, Monloum, Tramore East, Tramore West, Crobally Upper, Crobally Lower, Tramore Intake and including the land bounded on the west by the Townlands of Tramore West, Crobally Upper and Tramore Intake (part b), on the north by the Townlands of Ballinattin and Tramore Intake (part a), on the east by a line running in a south-easterly direction from Tramore Intake (part a) along the centre of the embankment to the Townland of Tramore Burrow and continuing in that direction as far as the high water mark, and on the south by the high water mark.
PART 11
Description of qualifying resort areas of Wexford
Courtown
That part of the District Electoral Division of Courtown comprised in the Townlands of Courtown and Ballinatray Lower.
That part of the District Electoral Division of Ardamine comprised in the Townlands of Ballinatray Upper, Seamount, Middletown, Parknacross and Glen (Richards).
PART 12
Description of qualifying resort areas of Wicklow
Arklow
The administrative area of the urban district of Arklow.
That part of the District Electoral Division of Arklow Rural comprised in the Townlands of Clogga and Askintinny.
That part of the District Electoral Division of Kilbride comprised in the Townlands of Seabank and Johnstown South.
SCHEDULE 9 Change in Ownership of Company: Disallowance of Trading Losses
[FA73 Sch5 PtI pars 1 to 7 and 9; FA97 s146(1) and Sch 9 PtI par5(3)]
Change in ownership of company
For the purposes of sections 401 and 679(4), there shall be a change in the ownership of a company if—
(a) a single person acquires more than 50 per cent of the ordinary share capital of a company,
(b) 2 or more persons each acquire a holding of 5 per cent or more of the ordinary share capital of the company and those holdings together amount to more than 50 per cent of the ordinary share capital of the company, or
(c) 2 or more persons each acquire a holding of the ordinary share capital of the company, and the holdings together amount to more than 50 per cent of the ordinary share capital of the company, but disregarding a holding of less than 5 per cent unless it is an addition to an existing holding and the 2 holdings together amount to 5 per cent or more of the ordinary share capital of the company.
In applying paragraph 1—
(a) the circumstances at any 2 points in time with not more than 3 years between them may be compared, and a holder at the later time may be regarded as having acquired whatever such holder did not hold at the earlier time, irrespective of what such holder has acquired or disposed of between such 2 points in time;
(b) so as to allow for any issue of shares or other reorganisation of capital, the comparison referred to in subparagraph (a) may be made in terms of percentage holdings of the total ordinary share capital at the respective times, so that a person whose percentage holding is greater at the later time may be regarded as having acquired a percentage holding equal to the increase;
(c) in deciding for the purposes of subparagraphs (b) and (c) of paragraph 1 whether any person has acquired a holding of at least 5 per cent or a holding which makes at least 5 per cent when added to an existing holding, acquisitions by, and holdings of, persons who are connected with each other shall be aggregated as if they were acquisitions by, and holdings of, one and the same person;
(d) any acquisition of shares under the will or on the intestacy of a deceased person and any gift of shares, if it is shown that the gift is unsolicited and made without regard to section 401 or 679(4), shall be disregarded.
Where persons, whether members of the company or not, possess extraordinary rights or powers under the articles of association or under any other document regulating the company and as a consequence ownership of ordinary share capital may not be an appropriate test of whether there has been a major change in the persons for whose benefit the losses or capital allowances may ultimately enure, then, in considering whether there has been a change in ownership of the company for the purposes of section 401 or 679(4), holdings of all kinds of share capital, including preference shares, or of any particular category of share capital, or voting power or any other special kind of power, may be taken into account instead of ordinary share capital.
Where section 401 or 679(4) has operated to restrict relief by reference to a change in ownership taking place at any time, no transaction or circumstance before that time shall be taken into account in determining whether there is any subsequent change in ownership.
Groups of companies
(1) For the purposes of sections 401 and 679(4), a change in the ownership of a company shall be disregarded if—
(a) immediately before the change the company is a 75 per cent subsidiary of another company, and
(b) that other company continues after the change, despite a change in the direct ownership of the first-mentioned company, to own that first-mentioned company as a 75 per cent subsidiary.
(2) If there is a change in the ownership of a company which has a 75 per cent subsidiary, whether owned directly or indirectly, section 401 or 679(4), as the case may be, shall apply as if there had also been a change in the ownership of that subsidiary unless the change in ownership of the first-mentioned company is to be disregarded under subparagraph (1).
Provisions as to ownership
For the purposes of sections 401 and 679(4) and this Schedule—
(a) references to ownership shall be construed as references to beneficial ownership, and references to acquisition shall be construed accordingly,
(b) a company shall be deemed to be a 75 per cent subsidiary of another company if and so long as not less than 75 per cent of its ordinary share capital is owned by that other company, whether directly or through another company or other companies, or partly directly and partly through another company or other companies,
(c) the amount of ordinary share capital of one company owned by a second company through another company or other companies, or partly directly and partly through another company or other companies, shall be determined in accordance with subsections (5) to (10) of section 9, and
(d) “share” includes “stock”.
Time of change in ownership
(1) Where any acquisition of ordinary share capital or other property or rights taken into account in determining that there has been a change in ownership of a company—
(a) was made in pursuance of a contract of sale or option or other contract, or
(b) was made by a person holding such a contract,
the time when the change in ownership took place shall be determined as if the acquisition had been made when the contract was made with the holder or when the benefit of the contract was assigned to the holder so that, in the case of a person exercising an option to purchase shares, such person shall be regarded as having purchased the shares when such person acquired the option.
(2) Subparagraph (1) shall not apply where the contract was made before the 16th day of May, 1973.
Information
Any person in whose name any shares or securities of a company are registered shall, if required by notice in writing by an inspector given for the purposes of section 401 or 679(4), state whether or not that person is the beneficial owner of those shares or securities or any of them and, if that person is not the beneficial owner of those shares or securities or any of them, that person shall furnish the name and address of the person or persons on whose behalf those shares or securities are registered in that person's name.
SCHEDULE 10 Relief for Investment in Corporate Trades: Subsidiaries
[FA84 Sch2; FA87 s12(2); FA91 s15(2)]
Finance for trade of subsidiary
The shares issued by the qualifying company may, instead of or as well as being issued for the purpose mentioned in section 489(1) (b), be issued for the purpose of raising money for a qualifying trade being carried on by a subsidiary or which such a subsidiary intends to carry on and, where shares are so issued, paragraph (b) of the definition of “relevant period” in section 488(1) and subsections (1) (c), (7), (8) and (11) of section 489 shall apply as if references to the company were or, as the case may be, included references to the subsidiary.
Individuals qualifying for relief
(1) In subsections (2), (4) and (6) of section 493, references to a company (except in each subsection the first such reference) include references to a company which is during the relevant period a subsidiary of that company, whether it becomes a subsidiary before, during or after the year of assessment in respect of which the individual concerned claims relief and whether or not it is such a subsidiary while he or she is a partner, director or employee mentioned in subsection (2) of section 493 or while he or she has or is entitled to acquire such capital or voting power or rights as are mentioned in subsections (4) and (6) of that section.
(2) Without prejudice to section 493 as it applies in accordance with subparagraph (1), an individual shall be treated as connected with a company if—
(a) he or she has at any time in the relevant period had control (within the meaning of section 11) of another company which has since that time and before the end of the relevant period become a subsidiary of the company, or
(b) he or she directly or indirectly possesses or is entitled to acquire any loan capital of a subsidiary of that company.
(3) Subsections (5) and (9) of section 493 shall apply for the purposes of this paragraph.
Value received
(1) In sections 499(9) and 501(5), references to the receipt of value from the company shall include references to the receipt of value from any company which during the relevant period is a subsidiary of the company, whether it becomes a subsidiary before or after the individual concerned receives any value from it, and references to the company in the other provisions of section 499 and in section 501(8) shall be construed accordingly.
(2) In section 501(1), references to the company (except the first such reference) shall include references to a company which during the relevant period is a subsidiary of the company, whether it becomes a subsidiary before or after the repayment, redemption, repurchase or payment referred to in that subsection.
Information
Subsections (4) and (5) of section 505 shall apply in relation to any arrangements mentioned in section 507(2) (c) as they apply in relation to any arrangement mentioned in section 502.
SCHEDULE 11 Profit Sharing Schemes
[FA82 Sch3; FA90 s136; FA95 s16; FA97 s50(c)]
PART 1
Interpretation
In this Schedule, “control” shall be construed in accordance with section 432.
For the purposes of this Schedule, a company shall be a member of a consortium owning another company if it is one of not more than 5 companies which between them beneficially own not less than 75 per cent of the other company's ordinary share capital and each of which beneficially owns not less than 5 per cent of that capital.
PART 2
Approval of schemes
(1) On the application of a body corporate (in this Schedule referred to as “the company concerned”) which has established a profit sharing scheme which complies with subparagraphs (3) and (4), the Revenue Commissioners shall, subject to section 511, approve of the scheme—
(a) if they are satisfied in accordance with paragraph 4, and
(b) unless it appears to them that there are features of the scheme which are neither essential nor reasonably incidental to the purpose of providing for employees and directors benefits in the nature of interests in shares.
(2) Where the company concerned has control of another company or companies, the scheme may be expressed to extend to all or any of the companies of which it has control, and in this Schedule a scheme which is expressed so to extend is referred to as a “group scheme” and, in relation to a group scheme, “participating company” means the company concerned or a company of which for the time being the company concerned has control and to which for the time being the scheme is expressed to extend.
(3) The scheme shall provide for the establishment of a body of persons resident in the State (in this Schedule referred to as “the trustees”)—
(a) who, out of moneys paid to them by the company concerned or, in the case of a group scheme, by a participating company, are required by the scheme to acquire shares in respect of which the conditions in Part 3 of this Schedule are fulfilled,
(b) who are under a duty to appropriate shares acquired by them to individuals who participate in the scheme, not being individuals ineligible by virtue of Part 4 of this Schedule, and
(c) whose functions with respect to shares held by them are regulated by a trust which is constituted under the law of the State and the terms of which are embodied in an instrument which complies with Part 5 of this Schedule.
(4) The scheme shall provide that the total of the initial market values of the shares appropriated to any one participant in a year of assessment will not exceed £10,000.
(5) An application under subparagraph (1) shall be made in writing and shall contain such particulars and be supported by such evidence as the Revenue Commissioners may require.
(1) The Revenue Commissioners shall be satisfied that at any time every person who—
(a) (i) as respects a profit sharing scheme approved before the 10th day of May, 1997, is then a full-time employee or director of the company concerned or, in the case of a group scheme, of a participating company, or
(ii) as respects a profit sharing scheme approved on or after the 10th day of May, 1997, is then an employee or full-time director of the company concerned or, in the case of a group scheme, of a participating company,
(b) has been such an employee or director at all times during a qualifying period, not exceeding 5 years, ending at that time, and
(c) is chargeable to income tax in respect of his or her office or employment under Schedule E,
will then be eligible, subject to Part 4 of this Schedule, to participate in the scheme on similar terms.
(2) For the purposes of subparagraph (1), the fact that the number of shares to be appropriated to the participants in a scheme varies by reference to the levels of their remuneration, the length of their service or similar factors shall not be regarded as meaning that the participants are not eligible to participate in the scheme on similar terms.
(1) Where at any time after the Revenue Commissioners have approved of a scheme—
(a) a participant is in breach of any of his or her obligations under paragraphs (a), (c) and (d) of section 511(4),
(b) there is, with respect to the operation of the scheme, any contravention of any provision of Chapter 1 of Part 17, the scheme itself of the terms or the trust referred to in paragraph 3(3) (c),
(c) any shares of a class of which shares have been appropriated to participants receive different treatment in any respect from the other shares of that class, being in particular different treatment in respect of—
(i) the dividend payable,
(ii) repayment,
(iii) the restrictions attaching to the shares, or
(iv) any offer of substituted or additional shares, securities or rights of any description in respect of the shares,
or
(d) the Revenue Commissioners cease to be satisfied in accordance with paragraph 4,
then, the Revenue Commissioners may, subject to subparagraph (3), withdraw the approval with effect from that time or from such later time as they may specify.
(2) Where at any time after the Revenue Commissioners have approved of a scheme an alteration is made in the scheme or the terms of the trust referred to in paragraph 3(3) (c), the approval shall not have effect after the date of the alteration unless the Revenue Commissioners have approved of the alteration.
(3) It shall not be a ground for withdrawal of approval of a scheme that shares which have been newly issued receive, in respect of dividends payable with respect to a period beginning before the date on which the shares were issued, treatment less favourable than that accorded to shares issued before that date.
(1) Where the company concerned is aggrieved by—
(a) the failure of the Revenue Commissioners to approve of a scheme,
(b) the failure of the Revenue Commissioners to approve of an alteration as mentioned in paragraph 5(2), or
(c) the withdrawal of approval,
the company may, by notice in writing given to the Revenue Commissioners within 30 days from the date on which it is notified of their decision, make an application to have its claim for relief heard and determined by the Appeal Commissioners.
(2) Where an application is made under subparagraph (1), the Appeal Commissioners shall hear and determine the claim in the like manner as an appeal made to them against an assessment, and the provisions of the Income Tax Acts relating to such an appeal (including the provisions relating to the rehearing of an appeal and to the statement of a case for the opinion of the High Court on a point of law) shall apply accordingly with any necessary modifications.
The Revenue Commissioners may nominate any of their officers, including an inspector, to perform any acts and discharge any functions authorised by this Schedule to be performed or discharged by them.
PART 3
Conditions as to the shares
The shares shall form part of the ordinary share capital of—
(a) the company concerned,
(b) a company which has control of the company concerned, or
(c) a company which either is or has control of a company which—
(i) is a member of a consortium owning either the company concerned or a company having control of that company, and
(ii) beneficially owns not less than 15 per cent of the ordinary share capital of the company so owned.
The shares shall be—
(a) shares of a class quoted on a recognised stock exchange,
(b) shares in a company not under the control of another company, or
(c) shares in a company under the control of a company (other than a company which is, or if resident in the State would be, a close company within the meaning of section 430) whose shares are quoted on a recognised stock exchange.
(1) The shares shall be—
(a) fully paid up,
(b) not redeemable, and
(c) not subject to any restrictions other than restrictions which attach to all shares of the same class or, as respects a profit sharing scheme approved on or after the 10th day of May, 1997, a restriction authorised by subparagraph (2).
(2) Subject to subparagraphs (3) and (4), the shares may be subject to a restriction imposed by the company's articles of association—
(a) requiring all shares held by directors or employees of the company or of any other company of which it has control to be disposed of on ceasing to be so held, and
(b) requiring all shares acquired, in pursuance of rights or interests obtained by such directors or employees, by persons who are not, or have ceased to be, such directors or employees to be disposed of when they are acquired.
(3) A restriction is not authorised by subparagraph (2) unless—
(a) any disposal required by the restriction will be by means of sale for a consideration in money on terms specified in the articles of association, and
(b) the articles also contain general provisions by virtue of which any person disposing of shares of the same class (whether or not held or acquired as mentioned in subparagraph (2)) may be required to sell them on terms which are the same as those mentioned in paragraph (a).
(4) Nothing in subparagraph (2) authorises a restriction which would require a person, before the release date, to dispose of his or her beneficial interest in shares the ownership of which has not been transferred to him or her.
Except where the shares are in a company whose ordinary share capital, at the time of the acquisition of the shares by the trustees, consists of shares of one class only, the majority of the issued shares of the same class shall be held by persons other than—
(a) persons who acquired their shares—
(i) in pursuance of a right conferred on them or an opportunity afforded to them as a director or employee of the company concerned or any other company, and
(ii) not in pursuance of an offer to the public,
(b) trustees holding shares on behalf of persons who acquired their beneficial interests in the shares in pursuance of a right or opportunity mentioned in subparagraph (a), and
(c) in a case where the shares are within paragraph 9(c) and are not within paragraph 9(a), companies which have control of the company whose shares are in question or of which that company is an associated company within the meaning of section 432.
PART 4
Individuals ineligible to participate
An individual shall not be eligible to have shares appropriated to him or her under the scheme at any time unless he or she is at that time or was within the preceding 18 months a director or employee of the company concerned or, if the scheme is a group scheme, of a participating company.
An individual shall not be eligible to have shares appropriated to him or her under the scheme at any time in a year of assessment if in that year of assessment shares have been appropriated to him or her under another approved scheme established by the company concerned or by—
(a) a company which controls or is controlled by the company concerned or which is controlled by a company which also controls the company concerned, or
(b) a company which is a member of a consortium owning the company concerned or which is owned in part by the company concerned as a member of a consortium.
(1) An individual shall not be eligible to have shares appropriated to him or her under the scheme at any time if at that time he or she has, or at any time within the preceding 12 months had, a material interest in a close company which is—
(a) the company whose shares are to be appropriated, or
(b) a company which has control of that company or is a member of a consortium which owns that company.
(2) Subparagraph (1) shall apply in relation to a company which would be a close company but for section 430(1) (a) or 431.
(3) (a) In this paragraph, “close company” has the meaning assigned to it by section 430.
(b) For the purpose of this paragraph—
(i) subsection (3) of section 433 shall apply—
(I) in a case where the scheme in question is a group scheme, with the substitution of a reference to all participating companies for the first reference to the company in paragraph (c) (ii) of that subsection, and
(II) with the substitution of a reference to 15 per cent for the reference in that paragraph to 5 per cent, and
(ii) section 437(2) shall apply, with the substitution of a reference to 15 per cent for the reference in that section to 5 per cent, for the purpose of determining whether a person has or had a material interest in a company.
PART 5
Provisions as to the trust instrument
The trust instrument shall provide that, as soon as practicable after any shares have been appropriated to a participant, the trustees will give him or her notice in writing of the appropriation—
(a) specifying the number and description of those shares, and
(b) stating their initial market value.
(1) The trust instrument shall contain a provision prohibiting the trustees from disposing of any shares, except as mentioned in paragraphs (a), (b) or (c) of section 511(6), during the period of retention (whether by transfer to the participant or otherwise).
(2) The trust instrument shall contain a provision prohibiting the trustees from disposing of any shares after the end of the period of retention and before the release date except—
(a) pursuant to a direction given by or on behalf of the participant or any person in whom the beneficial interest in the participant's shares is for the time being vested, and
(b) by a transaction which would not involve a breach of the participant's obligation under paragraph (c) or (d) of section 511(4).
The trust instrument shall contain a provision requiring the trustees—
(a) subject to any direction referred to in section 513(3), to pay over to the participant any money or money's worth received by them in respect of, or by reference to, any of the participant's shares, other than money consisting of a sum referred to in section 511 (4) (c) or money's worth consisting of new shares within the meaning of section 514, and
(b) to deal only pursuant to a direction given by or on behalf of the participant (or any person referred to in paragraph 16(2) (a)) with any right conferred in respect of any of the participant's shares to be allotted other shares, securities or rights of any description.
The trust instrument shall impose an obligation on the trustees—
(a) to maintain such records as may be necessary to enable the trustees to carry out their obligations under Chapter 1 of Part 17, and
(b) where the participant becomes liable to income tax under Schedule E by reason of the occurrence of any event, to inform the participant of any facts relevant to determining that liability.
SCHEDULE 12 Employee Share Ownership Trusts
[FA97 Sch 3].
Interpretation
(1) For the purposes of this Schedule—
“ordinary share capital” has the same meaning as in section 2;
“securities” means shares (including stock) and debentures.
(2) For the purposes of this Schedule, the question whether one company is controlled by another shall be construed in accordance with section 432.
(3) For the purposes of this Schedule, a person shall be regarded as an employee or a director of a company within the founding company's group at a particular time if, at the time or within 18 months before the time, that person is or was an employee or director of—
(a) the founding company, being a company resident in the State,
(b) a company resident in the State and controlled by the founding company, or
(c) a company, being the founding company or a company controlled by the founding company, which carries on a trade in the State through a branch or agency in which that person is employed.
(4) (a) In this subparagraph—
“associate” has the meaning assigned to it by section 433;
“control” shall be construed in accordance with section 432.
(b) For the purposes of this Schedule, a person shall be treated as having a material interest in a company if the person, either on his or her own or with any one or more of his or her associates, or if any associate of his or her with or without any such other associates, is the beneficial owner of, or able directly or through the medium of other companies or by any other indirect means to control, more than 5 per cent of the ordinary share capital of the company.
(5) For the purposes of this Schedule, a trust shall be established when the deed under which it is established is executed.
Approval of Qualifying Trusts
On the application of a body corporate (in this Schedule referred to as “the founding company”) which has established an employee share ownership trust, the Revenue Commissioners shall approve of the trust as a qualifying employee share ownership trust if they are satisfied that the conditions in paragraphs 6 to 18 are met in relation to the trust.
(1) Where at any time after the Revenue Commissioners have approved of a trust—
(a) there is with respect to the operation of the trust any contravention of the conditions in paragraphs 6 to 18, or
(b) any shares of a class of which shares have been acquired by the trustees receive different treatment in any respect from the other shares of that class, in particular, different treatment in respect of—
(i) the dividend payable,
(ii) repayment,
(iii) the restrictions attaching to the shares, or
(iv) any offer of substituted or additional shares, securities or rights of any description in respect of the shares,
the Revenue Commissioners may, subject to subparagraph (3), withdraw the approval with effect from that time or from such later time as they may specify.
(2) Where at any time after the Revenue Commissioners have approved of a trust an alteration is made to the terms of the trust, the approval shall not have effect after the date of the alteration unless the Revenue Commissioners have approved of the alteration.
(3) It shall not be a ground for withdrawal of approval of a trust that shares which have been newly issued receive, in respect of dividends payable with respect to a period beginning before the date on which the shares were issued, treatment which is less favourable than that accorded to shares issued before that date.
(4) The Revenue Commissioners may by notice in writing require any person to furnish to them, within such time as they may direct which is not less than 30 days, such information as they think necessary to enable them to either or both—
(a) determine whether to approve of an employee share ownership trust or withdraw an approval already given, and
(b) determine the liability to tax of any beneficiary under an approved employee share ownership trust.
(1) Where the founding company is aggrieved by—
(a) the failure of the Revenue Commissioners to approve of an employee share ownership trust,
(b) the failure of the Revenue Commissioners to approve of an alteration as mentioned in paragraph 3(2), or
(c) the withdrawal of approval,
the company may, by notice in writing given to the Revenue Commissioners within 30 days from the date on which it is notified of their decision, make an application to have its claim for relief heard and determined by the Appeal Commissioners.
(2) Where an application is made under subparagraph (1), the Appeal Commissioners shall hear and determine the claim in the like manner as an appeal made to them against an assessment and the provisions of the Income Tax Acts relating to such an appeal (including the provisions relating to the rehearing of an appeal and to the statement of a case for the opinion of the High Court on a point of law) shall apply accordingly with any necessary modifications.
The Revenue Commissioners may nominate any of their officers, including an inspector, to perform any acts and discharge any functions authorised by this Schedule to be performed or discharged by them.
General
(1) The trust shall be established under a deed (in this Schedule and in section 519 referred to as “the trust deed”).
(2) The trust shall be established by the founding company which at the time the trust is established is not controlled by another company.
Trustees
The trust deed shall provide for the establishment of a body of trustees complying with paragraph 8, 9 or 10.
(1) The trust deed shall—
(a) appoint the initial trustees;
(b) contain rules for the retirement and removal of trustees;
(c) contain rules for the appointment of replacement and additional trustees.
(2) The trust deed shall provide that at any time while the trust subsists (in this subparagraph referred to as “the relevant time”)—
(a) the number of trustees shall not be less than 3;
(b) all the trustees shall be resident in the State;
(c) the trustees shall include one person who is a trust corporation, a solicitor, or a member of such other professional body as the Revenue Commissioners may from time to time allow for the purposes of this paragraph;
(d) the majority of the trustees shall be persons who are not and have never been directors of any company within the founding company's group at the relevant time;
(e) the majority of the trustees shall be representatives of the employees of the companies within the founding company's group at the relevant time, and who do not have and have never had a material interest in any such company;
(f) the trustees to whom subparagraph (e) relates shall, before being appointed as trustees, have been selected by a majority of the employees of the companies within the founding company's group at the time of the selection.
(1) The trust deed shall—
(a) appoint the initial trustees;
(b) contain rules for the retirement and removal of trustees;
(c) contain rules for the appointment of replacement and additional trustees.
(2) The trust deed shall be so framed that at any time while the trust subsists the conditions in subparagraph (3) are fulfilled as regards the persons who are then trustees, and in that subparagraph “the relevant time” means that time.
(3) The conditions referred to in subparagraph (2) are that—
(a) the number of trustees is not less than 3;
(b) all the trustees are resident in the State;
(c) the trustees include at least one person who is a professional trustee and at least 2 persons who are non-professional trustees;
(d) at least half of the non-professional trustees were, before being appointed as trustees, selected in accordance with subparagraph (6) or (7);
(e) all the trustees so selected are persons who are employees of companies within the founding company's group at the relevant time, and who do not have and have never had a material interest in any such company.
(4) For the purposes of this paragraph, a trustee shall be a professional trustee at a particular time if—
(a) the trustee is then a trust corporation, a solicitor, or a member of such other professional body as the Revenue Commissioners allow for the purposes of this subparagraph,
(b) the trustee is not then an employee or director of any company then within the founding company's group, and
(c) the trustee meets the requirements of subparagraph (5),
and for the purposes of this paragraph a trustee shall be a non-professional trustee at a particular time if the trustee is not then a professional trustee for those purposes.
(5) A trustee shall meet the requirements of this subparagraph if—
(a) he or she was appointed as an initial trustee and, before being appointed as trustee, was selected only by the persons who later became the non-professional initial trustees, or
(b) he or she was appointed as a replacement or additional trustee and, before being appointed as trustee, was selected only by the persons who were the non-professional trustees at the time of the selection.
(6) Trustees shall be selected in accordance with this subparagraph if the process of selection is one under which—
(a) all the persons who are employees of the companies within the founding company's group at the time of the selection, and who do not have and have never had a material interest in any such company, are, in so far as is reasonably practicable, given the opportunity to stand for selection,
(b) all the employees of the companies within the founding company's group at the time of the selection are, in so far as is reasonably practicable, given the opportunity to vote, and
(c) persons gaining more votes are preferred to those gaining less.
(7) Trustees shall be selected in accordance with this subparagraph if they are selected by persons elected to represent the employees of the companies within the founding company's group at the time of the selection.
(1) This paragraph shall apply where the trust deed provides that at any time while the trust subsists there shall be a single trustee.
(2) The trust deed shall—
(a) be so framed that at any time while the trust subsists the trustee is a company which at that time is resident in the State and controlled by the founding company;
(b) appoint the initial trustee;
(c) contain rules for the removal of any trustee and for the appointment of a replacement trustee.
(3) The trust deed shall be so framed that at any time while the trust subsists the company which is then the trustee is a company so constituted that the conditions in subparagraph (4) are then fulfilled as regards the persons who are then directors of the company, and in that subparagraph “the relevant time” means that time and “the trust company” means that company.
(4) The conditions referred to in subparagraph (3) are that—
(a) the number of directors is not less than 3;
(b) all the directors are resident in the State;
(c) the directors include at least one person who is a professional director and at least 2 persons who are non-professional directors;
(d) at least half of the non-professional directors were, before being appointed as directors, selected in accordance with subparagraph (7) or (8);
(e) all the directors so selected are persons who are employees of companies within the founding company's group at the relevant time, and who do not have and have never had a material interest in any such company.
(5) For the purposes of this paragraph, a director shall be a professional director at a particular time if—
(a) the director is then a solicitor or a member of such other professional body as the Revenue Commissioners may at that time allow for the purposes of this subparagraph,
(b) the director is not then an employee of any company then within the founding company's group,
(c) the director is not then a director of any such company other than the trust company, and
(d) the director meets the requirements of subparagraph (6),
and for the purposes of this paragraph a director shall be a nonprofessional director at a particular time if the director is not then a professional director for those purposes.
(6) A director shall meet the requirements of this subparagraph if—
(a) he or she was appointed as an initial director and, before being appointed as director, was selected only by the persons who later became the non-professional initial directors, or
(b) he or she was appointed as a replacement or additional director and, before being appointed as director, was selected only by the persons who were the non-professional directors at the time of the selection.
(7) Directors shall be selected in accordance with this subparagraph if the process of selection is one under which—
(a) all the persons who are employees of the companies within the founding company's group at the time of the selection, and who do not have and have never had a material interest in any such company, are, in so far as is reasonably practicable, given the opportunity to stand for selection,
(b) all the employees of the companies within the founding company's group at the time of the selection are, in so far as is reasonably practicable, given the opportunity to vote, and
(c) persons gaining more votes are preferred to those gaining less.
(8) Directors shall be selected in accordance with this subparagraph if they are selected by persons elected to represent the employees of the companies within the founding company's group at the time of the selection.
Beneficiaries
(1) The trust deed shall contain provision as to the beneficiaries under the trust in accordance with this paragraph.
(2) The trust deed shall provide that a person is a beneficiary at a particular time (in this subparagraph referred to as “the relevant time”) if—
(a) the person is at the relevant time an employee or director of a company at that time within the founding company's group,
(b) at each given time in a qualifying period the person was such an employee or director of a company within the founding company's group at that given time, and
(c) in the case of a director, at that given time the person worked as a director of the company concerned at the rate of at least 20 hours a week (disregarding such matters as holidays and sickness).
(3) The trust deed may provide that a person is a beneficiary at a particular time (in this subparagraph referred to as “the relevant time”) if—
(a) the person has at each given time in a qualifying period been an employee or director of a company within the founding company's group at that given time,
(b) the person has ceased to be an employee or director of the company or the company has ceased to be within that group, and
(c) at the relevant time a period of not more than 18 months has elapsed since the person so ceased or the company so ceased, as the case may be.
(4) The trust deed may provide for a person to be a beneficiary if the person is a charity and the circumstances are such that—
(a) there is no person who is a beneficiary within the rule which is included in the deed and conforms with subparagraph (2) or with any rule which is so included and conforms with subparagraph (3), and
(b) the trust is in consequence being wound up.
(5) For the purposes of subparagraph (2), a qualifying period shall be a period—
(a) whose length is not more than 5 years,
(b) whose length is specified in the trust deed, and
(c) which ends with the relevant time (within the meaning of that subparagraph).
(6) For the purposes of subparagraph (3), a qualifying period shall be a period—
(a) whose length is equal to that of the period specified in the trust deed for the purposes of a rule which conforms with subparagraph (2), and
(b) which ends when the person or company, as the case may be, ceased as mentioned in subparagraph (3) (b).
(7) The trust deed shall not provide for a person to be a beneficiary unless the person is within the rule which is included in the deed and conforms with subparagraph (2) or any rule which is so included and conforms with subparagraph (3) or (4).
(8) The trust deed shall provide that, notwithstanding any other rule which is included in it, a person cannot be a beneficiary at a particular time (in this subparagraph referred to as “the relevant time”) by virtue of a rule which conforms with subparagraph (2), (3) or (4) if—
(a) at the relevant time the person has a material interest in the founding company, or
(b) at any time in the period of one year preceding the relevant time the person has had a material interest in that company.
(9) For the purposes of this paragraph, “charity” means any body of persons or trust established for charitable purposes only.
Trustees' functions
(1) The trust deed shall contain provision as to the functions of the trustees.
(2) The functions of the trustees shall be so expressed that it is apparent that their general functions are—
(a) to receive sums from the founding company and other sums, by means of loan or otherwise;
(b) to acquire securities;
(c) to grant rights to acquire shares to persons who are beneficiaries under the terms of the trust deed;
(d) to transfer either or both securities and sums to persons who are beneficiaries under the terms of the trust deed;
(e) to transfer securities to the trustees of profit sharing schemes approved under Part 2 of Schedule 11;
(f) pending transfer, to retain the securities and to manage them, whether by exercising voting rights or otherwise.
Sums
(1) The trust deed shall require that any sum received by the trustees—
(a) shall be expended within the expenditure period,
(b) may be expended only for one or more of the qualifying purposes, and
(c) shall, while it is retained by them, be kept as cash, or be kept in an account with a relevant deposit taker (within the meaning of section 256).
(2) For the purposes of subparagraph (1), the expenditure period shall be the period of 9 months beginning on the day determined as follows—
(a) in a case where the sum is received from the founding company, or a company which is controlled by that company at the time the sum is received, the day following the end of the accounting period in which the sum is expended by the company from which it is received;
(b) in any other case, the day the sum is received.
(3) For the purposes of subparagraph (1), each of the following shall be a qualifying purpose—
(a) the acquisition of shares in the founding company;
(b) the repayment of sums borrowed;
(c) the payment of interest on sums borrowed;
(d) the payment of any sum to a person who is a beneficiary under the terms of the trust deed;
(e) the meeting of expenses.
(4) The trust deed shall provide that, in ascertaining for the purposes of a relevant rule (being a provision which is included in the trust deed and conforms with subparagraph (1)) whether a particular sum has been expended, sums received earlier by the trustees shall be treated as expended before sums received by them later.
(5) The trust deed shall provide that, where the trustees pay sums to different beneficiaries at the same time, all the sums shall be paid on similar terms.
(6) For the purposes of subparagraph (5), the fact that terms vary according to the levels of remuneration of beneficiaries, the length of their service or similar factors shall not be regarded as meaning that the terms are not similar.
Securities
(1) Subject to paragraph 15, the trust deed shall provide that securities acquired by the trustees shall be shares in the founding company which—
(a) form part of the ordinary share capital of the company,
(b) are fully paid up,
(c) are not redeemable, and
(d) are not subject to any restrictions other than restrictions which attach to all shares of the same class or a restriction authorised by subparagraph (2).
(2) Subject to subparagraph (3), a restriction shall be authorised by this subparagraph if—
(a) it is imposed by the founding company's articles of association,
(b) it requires all shares held by directors or employees of the founding company, or of any other company which it controls for the time being, to be disposed of on ceasing to be so held, and
(c) it requires all shares acquired, in pursuance of rights or interests obtained by such directors or employees, by persons who are not, or have ceased to be, such directors or employees to be disposed of when they are acquired.
(3) A restriction shall not be authorised by subparagraph (2) unless—
(a) any disposal required by the restriction will be by means of sale for a consideration in money on terms specified in the articles of association, and
(b) the articles also contain general provisions by virtue of which any person disposing of shares of the same class (whether or not held or acquired as mentioned in subparagraph (2)) may be required to sell them on terms which are the same as those mentioned in clause (a).
(4) The trust deed shall provide that shares in the founding company may not be acquired by the trustees at a price exceeding the price they might reasonably be expected to fetch on a sale in the open market.
(5) The trust deed shall provide that shares in the founding company may not be acquired by the trustees at a time when that company is controlled by another company.
The trust deed may provide that the trustees may acquire securities other than shares in the founding company—
(a) if they are securities acquired by the trustees as a result of a reorganisation or reduction of share capital, and the original shares the securities represent are shares in the founding company (construing “reorganisation or reduction of share capital” and “original shares” in accordance with section 584), or
(b) if they are securities issued to the trustees in exchange in circumstances mentioned in section 586.
(1) The trust deed shall provide that—
(a) where the trustees transfer securities to a beneficiary, they shall do so on qualifying terms;
(b) the trustees shall transfer securities before the expiry of 20 years beginning on the date on which they acquired them.
(2) For the purposes of subparagraph (1), a transfer of securities shall be made on qualifying terms if—
(a) all the securities transferred at the same time are transferred on similar terms,
(b) securities have been offered to all the persons who are beneficiaries under the terms of the trust deed when the transfer is made, and
(c) securities are transferred to all such beneficiaries who have accepted.
(3) For the purposes of subparagraph (2), the fact that terms vary according to the levels of remuneration of beneficiaries, the length of their service or similar factors shall not be regarded as meaning that the terms are not similar.
(4) The trust deed shall provide that, in ascertaining for the purposes of a relevant rule (being a provision which is included in the trust deed and conforms with subparagraph (1)) whether particular securities are transferred, securities acquired earlier by the trustees shall be treated as transferred by them before securities acquired by them later.
Other features
The trust deed shall not contain features which are not essential or reasonably incidental to the purpose of acquiring sums and securities, transferring sums and securities to employees and directors, and transferring securities to the trustees of profit sharing schemes approved under Part 2 of Schedule 11.
(1) The trust deed shall provide that for the purposes of the deed the trustees—
(a) acquire securities when they become entitled to them;
(b) transfer securities to another person when that other person becomes entitled to them;
(c) retain securities if they remain entitled to them.
(2) Where the trust deed provides for the matter set out in paragraph 15, the trust deed shall provide for the following exceptions to any rule which is included in it and conforms with subparagraph (1) (a), namely—
(a) if the trustees become entitled to securities as a result of a reorganisation or reduction of share capital, they shall be treated as having acquired them when they became entitled to the original shares which those securities represent (construing “reorganisation or reduction of share capital” and “original shares” in accordance with section 584);
(b) if securities are issued to the trustees in exchange in circumstances mentioned in section 586, they shall be treated as having acquired them when they became entitled to the securities for which they are exchanged.
(3) The trust deed shall provide that—
(a) if the trustees agree to take a transfer of securities, for the purposes of the deed they become entitled to them when the agreement is made and not on a later transfer made pursuant to the agreement;
(b) if the trustees agree to transfer securities to another person, for the purposes of the deed the other person becomes entitled to them when the agreement is made and not on a later transfer made pursuant to the agreement.
SCHEDULE 13 Accountable Persons for Purposes of Chapter 1 of Part 18
[FA92 Sch2; FA94 s11; FA96 s8]
A Minister of the Government.
A local authority within the meaning of section 2(2) of the Local Government Act, 1941.
A body established under the Local Government Services (Corporate Bodies) Act, 1971.
A health board.
The General Medical Services (Payments) Board established under the General Medical Services (Payments) Board (Establishment) Order, 1972 (S.I. No. 184 of 1972).
The Attorney General.
The Comptroller and Auditor General.
The Director of Public Prosecutions.
The Commissioner of Valuation.
The Chief Boundary Surveyor.
The Director of Ordnance Survey.
The Revenue Commissioners.
The Civil Service Commissioners.
The Commissioners of Public Works in Ireland.
The Clerk of Dáil Éireann.
The Legal Aid Board.
A vocational education committee or a technical college established under the Vocational Education Act, 1930.
Teagasc.
A harbour authority.
An Foras Áiseanna Saothair.
Údarás na Gaeltachta.
The Industrial Development Agency (Ireland).
An Bord Tráchtála— The Irish Trade Board.
Shannon Free Airport Development Company Limited.
Bord Fáilte Éireann.
An institution of higher education within the meaning of the Higher Education Authority Act, 1971.
CERT Limited.
The Radiological Protection Institute of Ireland.
A voluntary public or joint board hospital to which grants are paid by the Minister for Health and Children in the year 1988-89 or any subsequent year of assessment.
An authorised insurer within the meaning of section 470.
An Bord Glas.
An Bord Pleanála.
ACC Bank plc.
Aer Lingus Group plc.
Aer Rianta cuideachta phoiblí theoranta.
Arramara Teoranta.
Blood Transfusion Service Board.
An Bord Bia.
Bord na gCon.
Bord Gáis Éireann.
Bord Iascaigh Mhara.
Bord na Móna.
Bord Telecom Éireann.
Coillte Teoranta.
The Combat Poverty Agency.
Coras Iompair Éireann.
Custom House Docks Development Authority.
Electricity Supply Board.
Housing Finance Agency plc.
ICC Bank plc.
Irish National Petroleum Corporation Limited.
Irish National Stud Company Limited.
National Building Agency Limited.
National Concert Hall Company Limited.
The Marine Institute.
An Post National Lottery Company.
Nítrigin Éireann Teoranta.
An Post.
Radio Telefís Éireann.
National Rehabilitation Board.
Royal Hospital Kilmainham Company.
The Environmental Protection Agency.
Forbairt.
Forfás.
The Irish Aviation Authority.
The National Economic and Social Council.
The National Economic and Social Forum.
The National Roads Authority.
Temple Bar Properties Limited.
The Irish Film Board.
An educational institution established by or under section 3 of the Regional Technical Colleges Act, 1992, as a regional technical college.
The Dublin Institute of Technology.
Area Development Management Limited.
The Commissioner of Irish Lights.
Dublin Transportation Office.
The Heritage Council.
The Higher Education Authority.
The Independent Radio and Television Commission.
The Irish Horseracing Authority.
The Labour Relations Commission.
National Safety Council.
The Pensions Board.
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