Corporation Tax Act 2009 section 432

Meaning of "the transferee" and "transferor"

Section 432 defines who counts as the "transferee" and the "transferor" for each type of European cross-border merger covered by this chapter.

• The transferee is the entity that receives assets: the SE (Societas Europaea) when companies merge to form one, the SCE (European Cooperative Society) when co-operatives merge to form one, or the receiving company in other cross-border merger transfers.
• The transferor is the entity giving up assets: the merging company in an SE formation, the merging co-operative society in an SCE formation, or the company transferring all its assets and liabilities in other cross-border mergers.
• These definitions apply consistently throughout the chapter dealing with loan relationships in the context of European cross-border mergers.
• The definitions align with the different categories of merger, ensuring the correct tax treatment is applied to the right party on each side of the transaction.