[F1140GA.Disapplication of sections 24 and 122 where subsidiary merges with its parentU.K.
Sections 24 and 122 do not apply if—
(a)a merger is effected by the transfer by a company (“the transferor company”) of all of its assets and liabilities to a single company that holds the whole of the ordinary share capital in the transferor company,
(b)each merging company is resident in a [F2relevant state],
(c)the merging companies are not all resident in the same [F3relevant state],
(d)section 139 does not apply in relation to the transfer, and
(e)in the course of the merger the transferor company ceases to exist without being in liquidation (within the meaning given by section 247 of the Insolvency Act 1986 (c. 55).]
Textual Amendments
F1S. 140GA inserted (with effect in accordance with reg. 3 of the amending S.I.) by The Corporation Tax (Implementation of the Mergers Directive) Regulations 2008 (S.I. 2008/1579), reg. 1(2), Sch. 1 para. 4
F2Words in s. 140GA(b) substituted (31.12.2020) by The Taxes (Amendments) (EU Exit) Regulations 2019 (S.I. 2019/689), regs. 1, 6(8)(a) (with regs. 39-41); 2020 c. 1, Sch. 5 para. 1(1)
F3Words in s. 140GA(c) substituted (31.12.2020) by The Taxes (Amendments) (EU Exit) Regulations 2019 (S.I. 2019/689), regs. 1, 6(8)(b) (with regs. 39-41); 2020 c. 1, Sch. 5 para. 1(1)