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Session 2002 - 03
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Arrangement of Clauses (Contents)

Transas Group Bill


This Bill enables the transfer to a company registered in the Republic of Ireland (Transas Limited) of the incorporations and undertakings of five companies, all of which are registered in England and Wales and are direct or indirect subsidiaries of Transas Holdings Limited. Transas Holdings Limited is registered in the Isle of Man. The five companies are Transas Dataco Limited, Transas Eurasia Limited, Transas Marine Limited, Transas Technology Limited and Transas Telematics Limited. Before the transfer to Ireland of Transas Marine Limited takes place, steps will be taken outside the scope of the Bill to transfer the UK part of the business of that Company to a separate company which will remain incorporated and based in the UK.

Clause 1 deals with citation and Clause 2 with interpretation.

Clause 3 enables the directors of each of the five companies to appoint a day (within five years of Royal Assent) on which the main operative provisions of the Bill would come into effect.

Clause 4 enables the transfer, on the appointed day, of the assets, liabilities and incorporations of the five companies under the laws of the Republic of Ireland to Transas Limited to take place subject to those laws and with such authority as may be necessary.

Clause 5 makes provision about the contents and method of service of a notification which Transas Limited must send to the Registrar of Companies in England informing him that the transfer under Clause 4 has taken place, when it took place, stating that the companies had properly complied with their filing requirements under the Companies Act 1985, and providing proof of the transfer. The date on which the notification is sent is referred to in the Bill as the date of notification.

Clause 6 provides that on the date of notification (see above) the Registrar of Companies in England must remove the five companies from the register of companies in England and make a note on the register that the assets and liabilities of the five companies now form part of Transas Limited in Ireland. He will also notify Transas Limited of the fact that he has removed the company from the register and made the note on the register.

Clause 7 makes provision about taxation. The provisions broadly replicate section 130(1) to (3) of the Finance Act 1988, and apply the remainder of that section and sections 131 and 132 to transfers under the Bill. Sections 130 to 132 make provision for cases where companies migrate from the United Kingdom.

Before the transfers under the Bill take place, each company must notify the Inland Revenue, provide a statement of their opinion of the amount of tax which will be payable by them up until the transfer, and set out the proposed arrangements for payment of the tax. Those arrangements must be approved by the Inland Revenue. Any questions which arise about the amount of tax payable are to be settled by the Special Commissioners. Section 131 makes provision for any failure to comply with the provisions mentioned above, and section 132 enables the Inland Revenue to recover any unpaid tax, after the transfer has taken place, from other companies within the Transas Group or a former director of the transferred company, or any other company which controls or controlled it.


In the view of Transas Dataco Limited, Transas Eurasia Limited, Transas Marine Limited, Transas Technology Limited and Transas Telematics Limited the provisions of the Transas Group Bill are compatible with the Convention rights.

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Prepared 7 November 2003