The first part of this article, “Group Rationalisation Post-Acquisition: Part 1”, published in Issue 3 of Irish Tax Review, 2022, considered some of the tax implications of the post-acquisition realignment of a recently acquired entity in the purchaser’s group. As outlined therein, the preferred rationalisation structure may be achieved through an intragroup transfer of shares/assets, merger and liquidation. To give effect to reorganisations of this nature in a tax-efficient manner, reliefs from capital gains tax (CGT) and stamp duty are typically claimed. A summary of the relief conditions is given in “Group Rationalisation Post-Acquisition: Part 1”, and we do not propose to deal with these again here. However, for a number of these reliefs to apply to any group rationalisation project, there are also specific anti-avoidance provisions that require the transaction to be implemented for bona fide commercial reasons and not form part of a wider arrangement of which the main purpose, or one of the main purposes, is avoidance of tax.
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