Shareholder Tax
Stamp duty of 1% is payable by the buyer on share transfers, requiring proof of payment for registration. Non-resident sellers are taxable on shares deriving value from Irish real property, with a 15% withholding tax unless a CGT clearance certificate is obtained. Contingent considerations, such as earn-outs, are taxed based on the maximum potential value, with later adjustments if conditions aren’t met.
Complications may arise with share options, deferred payments, and intercompany debt, each subject to distinct tax rules. Employee options may attract income tax unless structured for CGT efficiency. Reliefs, including retirement relief and CGT/CAT offsets, may mitigate tax liabilities. Stamp duty exemptions and clawback provisions apply in cases of reconstructions, with specific rules for valuations and group transfers to avoid tax avoidance.
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