Part 7Miscellaneous
Other miscellaneous measures
110Mergers Directive: regulations
1
The Treasury may by regulations make provision about—
a
the tax consequences of a merger to form an SE or SCE,
b
the tax consequences of a merger where—
i
each party to the merger is resident in a member State, and
ii
the parties are not all resident in the same member State,
c
the tax consequences of a transfer between companies of a business or part of a business, where—
i
each party to the transfer is resident in a member State, and
ii
the parties are not all resident in the same member State,
d
the tax consequences of a share exchange to which section 135 of TCGA 1992 (exchange of securities) applies where companies A and B are resident in different member States,
e
the residence of an SE or SCE.
2
Regulations may, in particular, make provision—
a
about the taxation of chargeable gains (including conferring relief from taxation in relation to transfers or mergers which satisfy specified conditions),
b
conferring relief from taxation on a distribution of a company which satisfies specified conditions,
c
about the treatment of securities issued on a transfer or merger,
d
about the treatment of loan relationships,
e
about the treatment of derivative contracts,
f
about the treatment of intangible fixed assets, and
g
about capital allowances.
3
Regulations may make provision only if the Treasury think it necessary or expedient for the purposes of complying with the United Kingdom's obligations under the Mergers Directive.
4
In this section—
“the Mergers Directive” means Council Directive 90/434/EEC,
“SCE” means an SCE formed in accordance with Council Regulation (EC) 1435/2003 on the Statute for a European Cooperative Society, and
“SE” means an SE formed in accordance with Council Regulation (EC) 2157/2001 on the Statute for a European Company.
5
Regulations under this section may—
a
amend the Taxes Acts,
b
make incidental or consequential amendments of enactments other than the Taxes Acts,
c
make provision having retrospective effect,
d
make provision generally or only for specified cases or circumstances,
e
make different provision for different cases or circumstances,
f
make incidental, consequential or transitional provision.
6
In this section “the Taxes Acts” has the meaning given by section 118(1) of TMA 1970.