Corporation Tax Act 2009 section 682

Introduction to Chapter

Section 682 sets out the conditions under which Chapter 10, dealing with European cross-border mergers and their corporation tax treatment in relation to derivative contracts, applies.

• The chapter covers four types of cross-border merger: formation of a European Company (SE), formation of a European Co-operative Society (SCE), transfer of all assets and liabilities to an existing company, or transfer of all assets and liabilities to a new company in exchange for shares or debentures
• All merging companies must be resident in the UK or a member State, but not all in the same state, and the receiving company must be within the charge to corporation tax immediately after the merger
• For SE and SCE formations and transfers to an existing company, the transfer must be in exchange for shares or debentures issued to the shareholders of the transferring companies, unless prevented by rules against a company acquiring its own shares
• For transfers to an existing or new company, each transferring company must cease to exist without going into liquidation as part of the merger process