Finance (No. 2) Act 2023 · Updated to 29 Dec 2023 · Chapter 8
184. Application of consolidated revenue threshold to group mergers and demergers
Feedback & supportFor the purposes of section 158—
if two or more Groups merge to form a single Group in any of the four Financial Years prior to the tested Financial Year, then the consolidated revenue threshold of the Multinational Enterprise Group for any Financial Year prior to the merger is deemed to be met for that year if the sum of the revenue included in each of their Consolidated Financial
Statements for that year is equal to or greater than seven hundred and fifty million euro;
where an Entity that is not a member of any Group
(hereinafter referred to as “acquirer”) acquires or merges with an Entity or Group (hereinafter referred to as “target”) in the tested Financial Year and the target or acquirer does not have Consolidated
Financial Statements in any of the four Financial
Years prior to the tested Financial Year because it was not a member of any Group in that year, the consolidated revenue threshold of the Multinational
Enterprise Group is deemed to be met for that year if the sum of the revenue included in each of their
Financial Statements or Consolidated Financial
Statements for that year is equal to or greater than seven hundred and fifty million euro;
where a single Multinational Enterprise Group within the scope of this Part demerges into two or more
Groups (hereinafter referred to as “demerged Group”), the consolidated revenue threshold is deemed to be met by a demerged Group—
with respect to the first tested Financial Year ending after the demerger, if the demerged
Group has annual revenues of seven hundred and fifty million euro or more in that year;
with respect to the second to fourth tested
Financial Years ending after the demerger, if the demerged Group has annual revenues of seven hundred and fifty million euro or more in at least two of the Financial Years following the year of the demerger.
For the purposes of subsection (1)—
a merger is any arrangement where—
all or substantially all of the Group Entities of two or more separate Groups are brought under common control such that they constitute Group Entities of a combined
Group; or
an Entity that is not a member of any Group is brought under common control with another
Entity or Group such that they constitute
Group Entities of a combined Group;
a demerger is any arrangement where the Group
Entities of a single Group are separated into two or more Groups that are no longer consolidated by the same Ultimate Parent Entity.
Finance (No. 2)
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Constituent Entities joining and leaving a Multinational