The Commissioner for Revenue has issued new guidelines which clarify that for the purposes of Articles 42(1)(b) and 47 of the Duty on Documents and Transfers Act, the term ‘company’ shall include a partnership.
This means that the exemption from duty which is applicable to the:
- exchange of shares from one company to another where such shares are in companies forming part of the same group of companies will also be applicable to the exchange of a partnership interest from one company to another where the company receiving the shares and the company whose shares are being exchanged are companies forming part of the same group of companies;
- transfer of shares for a consideration from one company to another, where such companies form part of the same group of companies will also be applicable to the transfer of a partnership interest for a consideration from a company or partnership to another company or partnership, where the transferor and the transferee form part of the same group of companies. Where any or both of them are partnerships, such partnership or partnerships would be considered to form part of the same group as if they had been a company or companies
Furthermore the Guidelines clarified that:
- a “property company” includes a “property partnership” as defined in article 2(1) of the Income Tax Act (but excluding the provisos to the said definition);
- a “group of companies” shall be applied in the case of partnerships as if the partnership had been a company;
- a “company’s ordinary share capital, voting rights and rights to profits” shall include a partnership’s capital, voting rights and rights to profits; and
- the allocation to the Foreign Income Account shall in the case of a partnership be construed to mean an allocation that would have been made had the partnership been a company.
