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HMRC internal manual

Corporate Intangibles Research and Development Manual

HM Revenue & Customs
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Intangible assets: company reorganisations: formation of a Societas Europaea (SE)

FA02/SCH29/PARA85A and FA02/SCH29/PARA87A

The EC has made provision by Council Regulation (EC) No 2157/2001 for an SE (which is a European company operating to a European company law framework) to be formed.

The formation of an SE by merger of companies in different member states involves the cessation of existence of those companies and their replacement by an SE. In order to accommodate the formation of an SE while preserving the tax treatments required by the ECMergers Directive (90/434/EEC) we have had to adapt our reconstruction legislation.

For intangible assets this is done by paragraph 85A and paragraph 87A of Schedule 29. Broadly speaking these adapt the operation of paragraphs 85 and 87 to the particular circumstances of the formation of an SE by merger. If you need guidance on the operation of these paragraphs please refer to CT&VAT (Technical).