Commentary

D1.8103 European Community cross border mergers

Corporate tax
Corporate tax | Commentary

D1.8103 European Community cross border mergers

Corporate tax | Commentary

D1.8103 European Community cross border mergers

Application of merger provisions

Specific provisions1 have been introduced to deal with the transfer of derivative contracts on a certain cross-border mergers. These provisions apply where a merger is effected by:

  1.  

    (a)     prior to IP completion day, an SE being formed by the merger of two or more companies in accordance with the relevant EC provisions dealing with SEs

  2.  

    (b)     prior to IP completion day, an SCE being formed by the merger of two or more cooperative societies, at least one of which is a society registered under The Co-operative and Community Benefit Societies Act 20142, in accordance with the relevant EC provisions dealing with SCEs

  3.  

    (c)     the transfer of one or more companies of all the assets and liabilities to a single existing company; or

  4.  

    (d)     the transfer of two more companies of all their assets and liabilities to a single new company (other than an SCE or an SCE) in exchange for the issue by the transferee, to each person holding shares in or debentures of a transferor, of shares or debentures3

From IP completion day (11pm on 31 December 2020), every SE that is registered in the United Kingdom immediately before that day is automatically converted into a 'UK Societas'. From IP completion day, no new SEs or SCEs can be formed in the UK4.

The provisions for (a) and (b) apply to such mergers which take place on or after 18 August 2006. The provisions for (c) and (d) apply to

To continue reading
View the latest version of this document, as well as thousands of others like it, sign in to TolleyLibrary or register for a free trial