The voluntary winding-up came nine days after the company passed a special resolution on December 12th giving the four ‘A’ ordinary shareholders the right that in the event of a winding up, any remaining surplus of assets would be distributed to them.
The transfer of the shareholders’ share rights was the focus of Revenue’s investigation which commenced in 2011 with Revenue stating that the transfer was chargeable to income tax under Section 130 of the Tax Consolidation Act.However, the TAC has upheld the €1.56 million income tax assessment issued by Revenue in December, 2012 with three of the four parties each now left with a €499,993 income tax bill.
Commissioner Claire Millrine found that the provisions of a Revenue anti-tax avoidance measure, Section 130 of the Tax Consolidation Act 1997 applied to the transfer of the share rights from the shareholder to the “A” ordinary shareholders. The 40-page TAC report states that Section 130 is in part an anti-avoidance provision against attempts to withdraw funds from a company otherwise than through its share capital or securities.However, Ms Millrine stated that the taxable event was not the €7.59m distribution made in the winding up, but rather the earlier transfer of share rights from the holder of the ordinary shares to the “A” ordinary shareholders.