Finance Act 2007

110 Mergers 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.