Corporation Tax

Finance Bill 2025, Increased Revenue Powers, Income Tax and Corporation Tax

The Minister for Finance, Paschal Donohoe, published Finance Bill 2025 today, 16th October 2025, giving effect to the tax measures announced in Budget 2026 of last week.

Section 31 of the Bill introduces a new Section 959AX TCA 1997 to Part 41A TCA 1997. This legislation gives the Revenue Commissioners the authority to estimate corporate and income tax liabilities and serve notice in writing specifying the estimated tax due in circumstances where the taxpayer fails to file the required Tax Return within the specified return date. This estimated figure will be based on the higher of (i) the average amount of tax due on the two most recent tax returns, or (ii) €1,000.

Section 90 of the Bill amends the wording in Section 811C (4)(a) TCA 1997, which strengthens Revenue’s powers to counteract tax avoidance by expanding the scope of the legislation.  This amendment extends and enhances the Revenue Commissioners’ authority to withdraw or deny, at any time, tax advantages arising from tax avoidance transactions.  It specifically pertains to situations where an individual either takes or fails to take any other action, which directly or indirectly, seeks to obtain a tax advantage as a result of a tax avoidance transaction.

Section 93 of the Bill amends Section 638A TCA 1997.  This extends the transfer of rights and obligations under company mergers or divisions to include those arising under Part 4A TCA 1997. It provides that the Pillar Two compliance obligations, including tax payments and filings, will transfer to the successor company or companies, under a merger or division.

Section 879 TCA 1997 provides that the Revenue Commissioners may issue a notification to a taxpayer requesting that individual to deliver a tax return, in any tax year. Section 94 of the Bill amends Section 869 TCA 1997 allowing Revenue to issue such Income Tax Return Notices electronically i.e. via MyAccount or ROS.

Section 95 of the bill amends Section 959AA of the TCA 1997.  This amendment expands the Revenue Commissioners’ power to make or revise a tax assessment outside the standard four year time limit, so as to give effect to a Mutual Agreement Procedure outcome under a Tax Information Exchange Agreement, by virtue of section 826(1B) TCA 1997. Currently, under existing rules, a Revenue officer is allowed to make such an extended assessment in circumstances where a MAP is reached under a double taxation agreement.

Section 98 amends Section 959I TCA 1997 by inserting a new subsection 6 to clarify that a “chargeable person” may still make a claim for an allowance, deduction or relief even where that tax return is filed after the specified deadline date, unless, another provision in the Taxes Acts explicitly prevents the making of such a late claim.

For further information, please click: https://www.gov.ie/en/department-of-finance/press-releases/minister-donohoe-publishes-finance-bill-2025/

If you have received a notification of a level 1 or 2 Revenue Compliance Intervention or a level 3 Investigation into your or your company’s tax affairs, please contact us.  We also carry out tax health checks for companies and individuals to assist in identifying potential areas of exposure.For a full professional taxation advice and compliance service, please contact us at queries@accountsadvicecentre.ie

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so. This information should not be acted upon without full and comprehensive, specialist professional tax advice.

Tax Credits. Budget 2026 Ireland. Income Tax. Personal Taxes. Tax Reliefs

Budget 2026 introduced a wide range of updates across Ireland’s tax system. The following Tax Credits and Reliefs are being extended:

1. The Rent Tax Credit is being extended for a further three years.  It is due to expire at the end of 2028.

For further information, please click link: https://www.revenue.ie/en/personal-tax-credits-reliefs-and-exemptions/land-and-property/rent-credit/index.aspx

2. The income tax deduction for landlords retrofitting properties is extended for another three years.  It is available for works carried out up to 31st December 2028.

For further information, please click link: https://www.revenue.ie/en/property/rental-income/deduction-for-retrofitting-expenditure/index.aspx

3. The Income Tax Exemption for households which sell electricity from micro-generation back to the grid is extended for a further three years to 31st December 2028.

For further information, please click link: https://www.revenue.ie/en/tax-professionals/tdm/income-tax-capital-gains-tax-corporation-tax/part-07/07-01-44.pdf

4. The Mortgage Interest Tax Relief is being extended for a further two years. Relief will be available at the standard Income Tax rate, with the maximum 2025 relief capped at €1,250 per property and €625 per property for 2026.

For further information, please click link: https://www.revenue.ie/en/personal-tax-credits-reliefs-and-exemptions/land-and-property/mortgage/index.aspx

5. The USC Concession for medical card holders will be extended until 31st December 2027.

For further information, please click link: https://www.revenue.ie/en/corporate/press-office/budget-information/current-year/budget-summary.pdf

6. The €5,000 Vehicle Registration Tax (VRT) Relief for new electric vehicles is extended until 31st December 2026.

For further information, please click link: https://www.gov.ie/en/department-of-finance/speeches/statement-by-minister-donohoe-on-budget-2026/

7. Employee Benefit-in-Kind Relief for employer provided vehicles (for cars in categories A-D and to all vans) is to be extended, on a tapered basis, until the end of 2028.

For further information, please click link: https://www.revenue.ie/en/corporate/press-office/budget-information/current-year/budget-summary.pdf

8. Special Assignee Relief Programme (SARP) has been extended by 5 years to 2030.

For further information, please click link: https://www.revenue.ie/en/corporate/press-office/budget-information/current-year/budget-summary.pdf

9. Key Employee Engagement Programme (KEEP) has been extended to 31st December 2028 subject to approval from the European Commission.

For further information, please click link: https://www.revenue.ie/en/corporate/press-office/budget-information/current-year/budget-summary.pdf

10.Foreign Earnings Deduction (FED) has been extended by 5 years to 2030.

For further information, please click link: https://www.revenue.ie/en/corporate/press-office/budget-information/current-year/budget-summary.pdf

Accounts Advice Centre provides a top tier level service for all personal income tax matters, from filing tax returns to offering specialist advice on complex taxation issues. We have over thirty years experience providing expert tax advice, tailored for individuals and their families. For a full professional taxation advice and compliance service, please contact us at queries@accountsadvicecentre.ie

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so. This information should not be acted upon without full and comprehensive, specialist professional tax advice.

Budget 2026. Business Taxes. Corporation Tax. R&D Tax Credits. Corporate Taxation. Capital Gains Tax.

Today, Tuesday, 7^th October 2025, the Minister for Finance, Paschal Donohoe and the Minister for Public Expenditure, Infrastructure, Public Service Reform and Digitalisation, Jack Chambers presented Budget 2026.  In this series of articles, we have outlined some of the tax changes which we consider most relevant under the following headings (a) Personal Tax, (b) Business Taxes including Capital Gains Tax, (c) VAT, (d) Housing/Property, (e) Agri-taxation, (f) Investments and (g) Global Mobility and Employment.

BUSINESS TAXES

• As you’re aware, the Revised Entrepreneur Relief provides for a 10% rate of Capital Gains Tax on certain gains arising from the disposal of qualifying business assets. Previously, the lifetime limit was €1 million.  Today, the Minister announced that the lifetime limit on capital gains qualifying for CGT Revised Entrepreneur Relief will be increased to €1.5 million, from 1^st January 2026.

• A new exemption from the 1% stamp duty on acquisitions/transfers of shares in Irish registered companies is being introduced. It will apply to the shares of companies with a market capitalisation of below €1 billion that are admitted for trading on certain regulated markets. It will replace the existing stamp duty exemption for companies trading on the Euronext Growth Market.  The exemption is set to expire on 31^st December 2030.

• Previously, Special Assignee Relief Programme (SARP) was an income tax exemption for assignees of 30% of their relevant employment income between €100,000 and €1 million, provided certain criteria were met.  Budget 2026 extended the Special Assignee Relief Programme (SARP) for a further five years, to 31^st December 2030.   From 1^st January 2026, in order to qualify, new claimants of the Relief must have a minimum annual salary of €125,000.   This amendment will not affect existing claimants.  They can continue to avail of SARP, as before, in 2026 and further relevant years.  Finance Bill 2025 is expected to outline the simplification of certain relevant administrative requirements.

• Foreign Earnings Deduction (FED) relief has been increased to €50,000 from 1^st January 2026 and extended for a further five years, to 31^st December 2030.  The Philippines and Turkey have been included in the list of qualifying countries.  Finance Bill 2025 is expected to outline administrative amendments.

• The Key Employee Engagement Programme (KEEP), which was due to expire on 31^st December 2025.  Finance Bill 2025, however, will provide for an extension to this Income Tax exemption until the end of 2028, subject to European Commission approval.  KEEP provides for an exemption from Income Tax, Universal Social Charge and PRSI for any gain arising on the exercise of a share option by a qualifying individual in a qualifying company.

• Budget 2026 announced that the Research & Development (R&D) tax credit will rise to 35%.  The first year payment threshold will increase from €75,000 to €87,500.  An administrative simplification measure was also announced. This will allow 100% of an R&D employee’s emoluments as qualifying costs where at least 95% of that individual’s time is spent on qualifying R&D activities.  This update will provide more certainty and a reduction in administration for companies.

• The Digital Games Tax Credit, which provides for a 32% credit on qualifying expenditure up to €25 million, is being extended by six years to 31^st December 2031. Eligibility is being expanded to allow claims in relation to certain post‑release activities which are subject to qualifying conditions as well as EU approval.

• The Section 481 Film Tax Credit, which currently provides for a 32% credit on qualifying expenditure up to €125 million on certain productions, has been enhanced to provide a new 40% rate for productions with a minimum of €1m of eligible expenditure on relevant visual effects work, up to a maximum of €10 million eligible expenditure per production.  As the Film Tax Credit is an approved State aid, the enhancement measure will be subject to EU approval.

• Finance Act 2024 introduced a Participation Exemption for foreign dividends received, on or after 1^st January 2025, from subsidiaries in EU/EEA and double tax treaty partner jurisdictions.  Today, the Minister announced that several changes to the exemption will be provided for in Finance Bill 2025.  These include (i) broadening the geographic scope beyond dividends paid from subsidiaries in the EU/EEA and double tax treaty partners to include qualifying dividends received from jurisdictions that apply a non-refundable dividend withholding tax.  Other changes include (ii) reducing the period for which companies must have been resident in a jurisdiction within the geographic scope of the relief from five to three years, before paying a dividend, as well as (iii) providing clarification that the acquisition of a shareholding is not deemed to be the acquisition of a business asset for the purposes of the exemption.

• Following an extensive consultation, an action plan for the reform of Ireland’s taxation regime for interest was published today.  The primary request of stakeholders, arising from public consultation, was for a fundamental reform of the framework for the taxation and deductibility of interest.  The Action Plan sets out the timeline for phase one and nine other areas for potential reform under future phases are identified.  The main proposals put forward include: (a) an alignment of the tax treatment between trading and passive interest income, (b) the introduction of a renewed and simplified test for the deductibility of interest for corporation tax purposes as well as (c) the widening of the scope of interest deductibility to include ‘interest equivalents’.

• An extension to the Accelerated Capital Allowances schemes for energy efficient equipment until 31^st December 2030 was announced today.  This provides for an accelerated deduction of 100% in year one for business expenditure incurred on certain energy efficient equipment.

• The Accelerated Capital Allowances Scheme for Gas Vehicles and Refuelling Equipment was also extended to 31^st December 2023.

• The Minister announced that a public consultation on withholding tax will be launched soon to explore opportunities to modernise, digitalise and further expand the scope of withholding taxes.  A joint Department of Finance and Revenue public consultation is expected to be launched soon.

For further information, please click: https://www.revenue.ie/en/corporate/press-office/budget-information/current-year/budget-summary.pdf

At Accounts Advice Centre, we provide accurate and professional tax advice so you have the full and complete information you need to make the right decisions for you and your business.  We ensure your accounts and tax returns comply with the correct accounting standards and legal requirements.  To discuss what we can do for you, please contact us at queries@accountsadvicecentre.ie

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so. This information should not be acted upon without full and comprehensive, specialist professional tax advice.

Corporation Tax Returns. CT1 Forms. Business Tax Advisors. Tax Deadline

On 27th August 2025, Revenue updated the The Tax and Duty Manual Part 38-02-01 to include links to the following Tax and Duty Manuals:

1. Completion of Corporation Tax Returns Form CT1 2024
2. Completion of Corporation Tax Returns Form CT1 2023

If you require assistance filing your CT1 Forms, please contact us at queries@accountsadvicecentre.ie

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so. This information should not be acted upon without full and comprehensive, specialist professional tax advice.

Research and Development, R&D Tax Credit, Corporation Tax. Revenue Audits

The Research and Development Tax Credit provides a 30% tax credit for all qualifying R&D expenditure.  It increased from 25% to 30% for accounting periods commencing on or after 1^st January 2024.  There is expected to be a further increase in Budget 2026.  It’s important to keep in mind that this tax credit is available in addition to the corporation tax deduction available for expenditure incurred on R&D.  Therefore, this can result in an effective tax saving of 42½%; being a 12½% corporation tax deduction plus a 30% R&D tax credit.

So, what is Research and Development (R&D)?

The Revenue Commissioners have outlined criteria, in their guidelines, to enable companies determine whether their activities qualify for the tax credit.

According to Revenue’s most recent guidance material, “to qualify for the R&D Tax Credit, a company’s R&D activities must:

1. involve systematic, investigative or experimental activities

2. be in the field of science or technology

3. involve one, or more, of the following categories of R&D:

• basic research
• applied research
• experimental development

4. seek to make scientific or technological advancement and

5. involve the resolution of scientific or technological uncertainty.”

For further information please click https://www.revenue.ie/en/tax-professionals/tdm/income-tax-capital-gains-tax-corporation-tax/part-29/29-02-03.pdf

Qualifying R&D expenditure includes:

• qualifying operational R&D costs and

• qualifying R&D plant and equipment costs

• There is also a separate R&D tax credit in relation to buildings and structures.

Recent Amendments

• On 13^th January 2025, Revenue updated their guidance material. Section 766C TCA 1997 was amended to increase the first instalment threshold amount from €50,000 to €75,000, in relation to accounting periods commencing on/after 1^st January 2025.

• On 7^th July 2025, Revenue released a four part video, providing guidance on how to complete the R&D panels in the 2024 CT1 Form.

R&D Video Guidance

Did you know that the Revenue Commissioners have released a four part guideline video on the completion of the Research & Development (R&D) panels on the Form CT1 2024?

The videos focus on:

1. Part 1 shows you how to correctly complete the sections for grants and subcontractor costs.

2. Part 2 shows you how to complete the relevant panels on the Form CT1 in relation to instalments from 2022 and 2023. It also covers how to claim for carried forward amounts under section 766(4B) TCA 1997.

3. Part 3 shows you how to make claims under section 766C TCA 1997.

4. Part 4 shows you how to claim group relief. It also outlines some of the common errors in the R&D panels that may arise when completing the 2024 Form CT1.

Please click link: https://www.revenue.ie/en/companies-and-charities/reliefs-and-exemptions/research-and-development-rd-tax-credit/how-to-videos.aspx

Based on our professional experience, in recent years, the Revenue Commissioners are increasingly carrying out audits in relation to a R&D tax credit claims.  Accounts Advice Centre provides a full and comprehensive audit support service.  For further information, please contact us at queries@accountsadvicecentre.ie

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so. This information should not be acted upon without full and comprehensive, specialist professional tax advice.

Income Tax Returns, Corporation Tax Returns, Level 1 Compliance Intervention, Revenue Non-Filer

As part of the Irish Revenue Commissioners’ Annual Non-Filer Programme, Notices will be sent to taxpayers who are currently registered for Income Tax or Corporation Tax but who have not filed Income Tax or Corporation Tax Returns for tax years up to and including 2023.  Tax Agents will receive a ROS Inbox Notification on 31^st January 2025 providing them with a list of clients who have been issued with a Reminder to File Notice.  Please be aware that this notice is what is deemed to be a Level 1 Compliance Intervention.

If you have received a Notice but you are no longer considered to be a “Chargeable Person”, the advice is to cancel your Income Tax or Corporation Tax registration as soon as possible.

For full information on who is deemed to be a “Chargeable Person” please click:

https://www.revenue.ie/en/tax-professionals/tdm/income-tax-capital-gains-tax-corporation-tax/part-41a/41a-01-01.pdf

According to Revenue’s “Reminder to file – Income Tax Return” Notice:

“This notice is a Level 1 Compliance Intervention in accordance with Revenue’s Compliance Intervention Framework. The non-filing of a required tax return by chargeable persons can result in a penalty charge and a more detailed review by Revenue. It is also an offence for which a person can be prosecuted. Further information on your rights and obligations under Revenue’s Compliance Intervention Framework can be found on www.revenue.ie.

In addition, if the tax return(s) is not filed it may lead to the loss or refusal of tax clearance.”

According to Revenue’s “Reminder to file – Corporation Tax Return” Notice:

This notice is a Level 1 Compliance Intervention in accordance with Revenue’s Compliance Intervention Framework. The non-filing of a required tax return can result in a more detailed review by Revenue. It is also an offence for which a person can be prosecuted. It can also result in the restriction of certain reliefs, and the loss or refusal of tax clearance. Further information on your rights and obligations under Revenue’s Compliance Intervention Framework can be found on www.revenue.ie.

For further information, please click:

https://www.revenue.ie/en/tax-professionals/tdm-wm/compliance/returnscompliance/it-and-ct-returnscompliance/income-tax-and-corporation-tax-non-filer-programme.pdf

If you receive a Level 1 Notification and you are required to file Tax Returns for outstanding years, please contact us at queries@accountsadvicecentre.ie

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so. This information should not be acted upon without full and comprehensive, specialist professional tax advice.

Business Tax. Corporation Tax. UK Taxes. Reliefs and Changes. UK Autumn Budget

Today, 30^th October 2024, the Chancellor of the Exchequer, Rachel Reeves, delivered the UK Autumn Budget.  She announced the publication of the Corporation Tax Roadmap.  In it, she confirmed that there would be no change to the current corporation tax rate, which is capped at 25%, until 31^st March 2027.  The Small Profits Rate and marginal relief will remain at their current rates and thresholds.  No changes will be made to other business tax areas including:

1. The current Patent Box and Intangible Assets Regime which will be maintained.

2. The Audio-Visual Expenditure Credit will be maintained.  The Video Game Expenditure Credit will also be retained.

3. With regard to Capital Allowances, full expensing for plant and machinery expenditure will be retained.  The £1 million Annual Investment Allowance will also be maintained.

4. 100% first year allowances for qualifying expenditure on zero-emission cars and electric vehicle charge points will be extended to 31^st March 2026.

5. In relation to R&D Reliefs, the current rates for the merged R&D Expenditure Credit Scheme as well as the Enhanced Support for R&D Intensive SMEs will be kept.

6. Support to the global taxation agreements under Pillar 1 and Pillar 2 will continue.

Business Tax Changes

• The Pillar Two Undertaxed Profits Rule will be introduced into law and will take effect from 31st December 2024.

• The Government have introduced changes to the taxation of Employee Ownership Trusts and Employee Benefit Trusts which will take effect from 30^th October 2024.

• For 2025/26, Retail, Hospitality and Leisure businesses will be given 40% relief on their business rates. The maximum amount available in relief each billing year is £110,000 per business.

• From 6^th April 2025, the special tax rules for Furnished Holiday Lets will be abolished. Individuals, corporates, and trusts who operate or sell furnished holiday lettings accommodation will be affected.

• Employer National Insurance contributions will increase to 15.0% from 6^th April 2025. The secondary threshold will be reduced to £5,000 per year, the Employment Allowance will be increased to £10,500 per annum while the £100,000 threshold will be removed.

• There will be further consultation on Transfer Pricing.

• Changes to the treatment of carried interest. From April 2025, the CGT rate applicable to carried interest will increase to 32%.

Anti-Avoidance Legislation

The Government have introduced new Anti-Avoidance legislation in respect to loans to participators.  From 30^th October 2024, these reforms will prevent shareholders from extracting untaxed funds from Close Companies. This new legislation is being introduced to prevent loans which are repaid and then reborrowed from associated companies from avoiding the s455 charge.

Also, from 30^th October 2024, the way in which capital gains are taxed when a Limited Liability Partnership is liquidated has been amended. It relates to situations where assets are disposed of to (i) a contributing member, (ii) a connected company or (iii) any other connected person.  The chargeable gain accruing to the contributing member will be computed as if the gain had arisen at the time they initially contributed the asset to the Limited Liability Partnership.

For further information, please click:

https://www.gov.uk/government/collections/autumn-budget-2024-tax-related-documents

For all your Irish, UK or cross-border business tax concerns, please contact us on queries@accountsadvicecentre.ie

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so. This information should not be acted upon without full and comprehensive, specialist professional tax advice.

Capital Gains Tax (CGT), Share Buy Back, Limited Company, Income Tax Treatment, Distributions

What happens in a Share Buy Back Situation?

Providing the shareholder meets the necessary statutory conditions, the company can buy back its shares from that shareholder thereby allowing them to get the benefit of the Capital Gains Tax treatment as opposed to the more costly Schedule F Treatment.  In other words if the CGT Treatment doesn’t apply, any payment for the shares in excess of the amount the company originally received for the subscription of those shares will be treated as a distribution under Section 130 TCA 1997 and will be liable to Income Tax at the shareholder’s marginal rate plus PRSI plus Universal Social Charge.  Generally the only occasions where funds can be extracted from a limited company without the recipient being exposed to tax at his/her marginal rate of income tax are:

(i) on a repayment of capital at par or

(ii) on the sale/disposal of the shares or

(iii) on a liquidation.

What are the typical scenarios?

1. The departure of a disgruntled Shareholder.

2. The retirement of a controlling shareholder who wishes to stand aside and make way for new management/the next generation.

3. Situations where one shareholder wants to continue carrying on the trade, the other shareholder would prefer to exit the business and the company has the necessary funds to buy back its own shares.

4. Access to company surplus funds as part of succession planning

5. An outside shareholder who initially provided equity finance but who now wants the return of that finance.

6. A marriage break-up, etc.

What are the rules as outlined in the Taxes Consolidation Act 1997?

Where an Irish resident company repurchases/redeems/acquires/buys back its own shares then any amount paid to the shareholder in excess of the original price paid at issue will be treated as a distribution under Section 130 TCA 1997.

A more beneficial Capital Gains Tax treatment can be applied under Section 176 TCA 1997 providing certain conditions are met.

S176 – 186 TCA 1997 contain the legislative provisions relating to share buybacks as follows:

• The company must be an unquoted trading company or the unquoted holding company of a trading group.
• The shareholder participating in the share buyback must be both Irish resident and ordinarily resident in the tax year in which the share buyback takes place
• The redemption, repayment or repurchase of the shares must be made wholly or mainly for the benefit of a trade carried on by the company or any of its 51% subsidiaries.  It cannot form part of any scheme or arrangement, the purpose of which is tax avoidance.  In cannot be used to enable the shareholder to extract the profits of the company, or any of its 51% subsidiaries, and avoid being treated as having received a dividend.
• The shareholder must own the shares for a period of at least five years ending on the date of the disposal.
• There must be a substantial reduction in the shareholder’s interest following the buy back. Don’t forget, you must include the shares of (a) the shareholder whose shares have been brought back and (b) any associates of that shareholder.  For completeness, the term “associate” includes husband, wife, civil partner and minor child.  The term “substantially reduced” means that there is a reduction in the nominal value of the participating shareholder’s shares of at least 25%.  Another way of saying it is that the shareholder’s remaining shareholding, following the redemption of the shares, cannot exceed 75% of its value pre Buy Back.
• The shareholder must no longer be connected with the company i.e. the shareholder and his/her associates, together, must own less than 30% of the company post buy back.

Under Section 186 TCA 1997, they cannot hold or be entitled to acquire more than 30% of [s186]:

(a) the ordinary share capital of the company

(b) the loan capital and issued share capital of the company

(c) the voting power in the company or

(d) the assets on a winding up in the company.

Let’s go back to the Trade Benefit Test

The repurchase of its shares by a limited company must be made “wholly or mainly for the purpose of benefiting a trade carried on by the company or any of its 51% subsidiaries”.

Tax Briefing 25 provides guidance on the “Trade Benefit Test:”

(i) It must be shown that the sole or main purpose of the buyback is to benefit a trade carried on by the company or of one of its 51% subsidiaries.
(ii) The Trade Benefit Test would be breached if the sole/main purpose was to benefit the shareholder by reducing his/her tax liability as a result of the more beneficial CGT treatment.
(iii) From the company’s perspective, the test would not be met if the sole/main aim was to benefit any business purpose other than a trade.

Situations where the Buy-Back will benefit the trade include:

Where there is a disagreement between the shareholders of the company over its management and that disagreement is or will negatively impact on the company’s trade if the situation were to continue.  Enabling the shareholder to cease his/her association with the company without having to sell his/her shares to a third party would benefit the company’s trade.

Revenue has listed a number of examples which involves the shareholder selling his/her entire shareholding in the company and making a complete break from the company which would benefit the trade.

Revenue also recognises that the shareholder may wish to significantly reduce his/her shareholding and retain a limited connection which the company.  For example, a shareholder with a majority shareholding  wishes to pass control to his/her children but intends to remain on as director as an immediate departure from the business would have a negative impact on the trade.  In such circumstances it may still be possible for the company to show that the main purpose is to benefit its trade.

In circumstances where a company isn’t certain as to whether the proposed “Buy Back” is deemed to be for the benefit of the trade and providing all the other legislative requirements have been meet, Revenue will issue an advance opinion on whether the Buy Back satisfies the “Trade Benefit Test” if requested.

Are there any situations where the above conditions don’t apply?

The conditions as outlined in Section 176 – 186 TCA 1997 will not apply where the shareholder uses the entire proceeds received from the redemption of the shares to:

(a) Settle his/her inheritance tax liability in respect of those shares.  This must be done on or before 31st October in the year in which the CAT is payable in relation to the inheritance of those shares or

(b) Discharge a debt which arose in order to settle this CAT liability within one week of the buy-back;

AND where the shareholder could not otherwise have discharged the tax liability without incurring undue hardship.

Administration

In the event of a company buying back its own shares or those of its parent company it must file a Return within nine months of the accounting period in which the redemption occurred or within thirty days if requested in writing by the Inspector of Taxes.

The Return must include all payments liable to the Capital Gains Tax Treatment.

If any individual connected with the company is aware of any scheme to avoid the “Connected Person’s Rule” they must notify Revenue within sixty days of becoming aware of that information.

Are there any other issues to be considered?

A liquidation instead of a share buyback might be considered for succession planning purposes.

CGT Retirement Relief and CAT Business Property relief can be used to minimise (a) the tax on the transfer of the business/company by the parent and (b) the gift tax for the child receiving it.

For further information, please click: https://www.revenue.ie/en/tax-professionals/tdm/income-tax-capital-gains-tax-corporation-tax/part-06/06-09-01.pdf

For all your Capital Gains Tax queries, especially in relation to Share Buy Backs, please contact us on queries@accountsadvicecentre.ie

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so. This information should not be acted upon without full and comprehensive, specialist professional tax advice.

Capital Gains Tax (CGT) Payments, Disposal of an asset, Investment, Shares, Property, Business Sales.

If you’ve already made or about to make a disposal of a capital asset (e.g. if you have sold certain shares, an investment property, a business, etc.) anytime  between 1^st January and 30^th November 2014 you will be obliged to pay your Capital Gains Tax by 15^th December 2014.  If you decide to wait and dispose of your asset between 1^st December and 31^st December 2014 then your Capital Gains Tax (CGT) payment will be due by 31^st January 2015.

 What happens if you miss these deadlines?

 Interest of 0.0219% per day will be applied to all late payments of Capital Gains Tax.

 What happens if you make a gain in the first part of the year and a loss in the second part?

 Even if you’ve made an overall loss for the year, you will be obliged to pay the Capital Gains Tax arising on any gain you’ve made in the first part of 2014 by the specific payment date being 15^th December 2014.

 You can then submit your claim for a tax refund in January 2015 if a loss arises in the second part of the year.

 Any tax saving tips?

 Plan the timing of your disposals so that capital gains and capital losses arise in the same period thereby enabling you to offset the losses against the gains and effectively reduce any potential tax liability.

 This can be very useful from a cash flow point of view.

 What about filing obligations?

 You must include details of all your capital acquisitions and/or disposals made in 2013 in your 2013 Income Tax Return. 

 This Return must be filed with Revenue by 31^st October 2014.

 There is an extension to 13^th November 2014 if you are using the Revenue Online System (ROS).

 What happens to individuals who are not obliged to file an Income Tax Return?

 You may file a CG1 Form which can be downloaded from the Irish Revenue website www.revenue.ie

 As with the Income Tax Return, the due date for filing is 31^st October 2014.

 Please be aware, there is no facility to file this Form online which means the 13^th November 2014 extension does not apply to the CG1 Form.

Are there any penalties for late filing?

 If you are late filing your Tax Return but manage to do before 31^st December 2014 there will be a 5% surcharge of the amount of tax payable up to a maximum of €12,695.00.

 If you file your Return after 31^st December 2014 a 10% surcharge will be levied up to a maximum amount of €63,485.00.

For further information, please click: https://www.revenue.ie/en/gains-gifts-and-inheritance/transfering-an-asset/index.aspx

For all your Capital Gains Tax advisory or compliance issues, please contact us on queries@accountsadvicecentre.ie.

Please be aware that the information contained in this article is of a general nature.  It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so. This information should not be acted upon without full and comprehensive, specialist professional tax advice.