Section OA 14 — Income Tax Act 2007: Continuity of shareholding when group companies amalgamate

OA 14 Continuity of shareholding when group companies amalgamate What this section does (1) This section and sections OA 15 to OA 17 apply when all the companies in a consolidated group or consolidated imputation group amalgamate on a resident’s restricted amalgamation, and the amalgamation results in— (a) the end of the group’s existence; and (b) the formation of an amalgamated company. Other company (2) The amalgamation may include a company that is not part of the consolidated group or consolidated imputation group. Continuity of shareholding: credits and debits (3) Subsections (4) and (5) apply for the purposes of determining whether a credit or debit arises in the memorandum account of the amalgamated company that is of the type referred to in section OA 2(1)(a), (b), (d), and (f) . Treatment of pre-amalgamation credits and debits (4) A credit or debit recorded in the memorandum account of the consolidated group before the date of the amalgamation is treated as if it were recorded in the same type of account of the amalgamated company on the date it was recorded in the consolidated group’s account with effect from the date of amalgamation. Treatment of pre-amalgamation period (5) For the purposes of section OA 8(7)(b) and (8) , in determining at a time after the amalgamation whether continuity of shareholding exists for the credit or debit in the memorandum account, the amalgamated company is treated for all times before the amalgamation as if— (a) it did not separately exist; and (b) it were instead the consolidated group, with the same shareholders and option holders. Avoidance provisions (6) For the purposes of determining the credits and debits in the memorandum account of a consolidated group, sections GB 34 and GB 41 (which relate to arrangements to defeat the application of certain provisions) apply, modified as necessary. Defined in this Act: amalgamated company , company , consolidated group , consolidated imputation group , memorandum account , resident’s restricted amalgamation , shareholder , voting interest , Compare: 2004 No 35 ss ME 29(2)(a) , MF 16(2)(a) , MG 17(2)(a) Section OA 14(6): amended, on 1 July 2012 (applying for income years beginning on or after that date), by section 88(1) of the Taxation (International Investment and Remedial Matters) Act 2012 (2012 No 34).