Goods and Services Tax Act 1985

Special cases

61A: Company amalgamations

You could also call this:

"What happens to goods and services tax when companies merge"

Illustration for Goods and Services Tax Act 1985

When companies amalgamate, you need to know what happens with goods and services tax. The terms amalgamated company, amalgamating company, and amalgamation have the same meanings as in section YA 1 of the Income Tax Act 2007. If a company amalgamates, it can affect how goods and services tax is paid.

If an amalgamated company is registered for goods and services tax after the amalgamation, or an amalgamating company is not registered before the amalgamation, the amalgamated company gets the goods and services from the amalgamating company. You are deemed not to have paid for these goods and services, except when sections 21 to 21H apply. These sections apply as if the amalgamated company got the goods and services at the same time, for the same purpose, and for the same cost as the amalgamating company.

If the amalgamated company is not registered for goods and services tax after the amalgamation, but the amalgamating company was registered before, the goods and services are deemed to have been supplied for their open market value. When an amalgamating company ceases to exist, any goods and services tax it would have paid is paid by the amalgamated company instead. If the amalgamating company would have got a deduction, the amalgamated company gets it.

When an amalgamating company ceases to exist, any supplies it made are deemed to have been made by the amalgamated company for goods and services tax purposes, according to section 51(1)(a). If the amalgamated company were the same as the amalgamating company, it can get a deduction or pay tax under section 26. The amalgamated company is treated as if it made all the supplies the amalgamating company made.

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This page was last updated on 18 July 2025

View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM85237.

Topics:

Money and consumer rights > Taxes

61: Liability for tax payable by company left with insufficient assets, or

"What happens if a company can't pay its goods and services tax because it doesn't have enough assets?"

61B: Application of Part 9 of Tax Administration Act 1994, or

"Rules from the Tax Administration Act also apply to the Goods and Services Tax Act"

Part 9Special cases

61ACompany amalgamations

For the purposes of this section, the terms amalgamated company, amalgamating company, and amalgamation have the same meanings as in section YA 1 of the Income Tax Act 2007.
In any case where—
an amalgamation occurs; and
either—
1. the amalgamated company is a registered person immediately after the amalgamation; or
2. an amalgamating company is not a registered person immediately before the amalgamation; and
the amalgamated company acquires in the course of the amalgamation any goods and services of the amalgamating company,—
the amalgamating company shall be deemed not to have made a supply of those goods and services; and
except to the extent to which paragraph (f) applies, the amalgamated company shall be deemed not to have paid or provided any consideration for the acquisition of those goods and services; and
sections 21 to 21H shall apply as if the amalgamated company had acquired those goods and services—as the amalgamating company.
1. at the same time; and
2. with the same purposes; and
3. for the same cost,—

In any case where—
an amalgamation occurs; and
the amalgamated company is not a registered person immediately after the amalgamation; and
an amalgamating company is a registered person immediately before the amalgamation; and
the amalgamated company acquires in the course of the amalgamation any goods and services of the amalgamating company,—

Where—
an amalgamating company ceases to exist on an amalgamation; and
but for this subsection, section 21I(3) or 21I(4) would deem the amalgamating company to make a supply on a date after the amalgamation,—

Where—
an amalgamating company ceases to exist on an amalgamation; and
if the amalgamated company were the same person as the amalgamating company, a deduction would have been available to, or tax would have been charged to, the amalgamated company under section 26,—

Where an amalgamating company ceases to exist on an amalgamation, section 51(1)(a) shall apply as if all supplies made by the amalgamating company had been made by the amalgamated company.

Notes

Section 61A: inserted (with effect on 1 July 1994), on 14 September 1994, by section 8 of the Goods and Services Tax Amendment Act 1994 (1994 No 77).
Section 61A(1): substituted, on 1 April 1995 (applying with respect to the tax on income derived in 1995–96 and subsequent income years), by section YB 1 of the Income Tax Act 1994 (1994 No 164).
Section 61A(1): amended, on 1 April 2008 (effective for 2008–09 income year and later income years, except when the context requires otherwise), by section ZA 2(1) of the Income Tax Act 2007 (2007 No 97).
Section 61A(2)(f): amended, on 10 October 2000 (applying on and after 10 October 2000), by section 115(1) of the Taxation (GST and Miscellaneous Provisions) Act 2000 (2000 No 39).
Section 61A(4)(b): amended, on 10 October 2000 (applying on and after 10 October 2000), by section 115(2) of the Taxation (GST and Miscellaneous Provisions) Act 2000 (2000 No 39).