Corporation Tax Relief for Stock Exchange Listing Costs in Ireland

What Irish companies planning a first-time stock exchange listing need to know

Companies preparing for a stock exchange listing can incur substantial costs, including legal, accounting, tax, financial advisory and listing fees.

Since 1 January 2025, Irish companies may qualify for a Corporation Tax deduction for certain expenditure incurred in connection with a first-time listing of their shares on an EEA stock exchange.

Under section 81D TCA 1997, qualifying expenditure of up to €1 million per listing may be eligible for relief, subject to the relevant conditions. The measure applies to first-time listings taking place from 1 January 2025 to 31 December 2029.

What Is the Corporation Tax Relief for Stock Exchange Listing Costs?

Section 81D provides a Corporation Tax deduction for expenditure incurred wholly and exclusively for the purpose of admitting a company’s shares to trading on a qualifying EEA stock exchange.

For a trading company, the expenditure can generally be claimed as a deduction in calculating taxable profits. For an investment company, it may instead qualify as an expense of management.

The €1 million figure is a limit on qualifying expenditure, not a €1 million tax refund. The actual tax benefit depends on the company’s circumstances and the amount of qualifying expenditure incurred.

Which Companies Can Qualify?

The relief is aimed at companies undertaking a first-time successful listing of their shares.

The shares must be admitted to trading on a regulated market or multilateral trading facility in the EEA.

There are important conditions. For example, the relief is not available where:

• The company’s shares have previously been listed or admitted to trading on a stock exchange in any jurisdiction.
• The company is listing financial instruments other than shares.
• The proposed listing does not ultimately take place.
• The expenditure is already allowable under another provision of the Tax Acts.

What Listing Costs Can Qualify?

Revenue’s guidance gives several examples of expenditure that may qualify, provided the statutory conditions are met.

These include:

• Stock exchange admission fees
• Legal fees
• Accounting and tax fees
• Financial advisory services
• Registrar and sponsor fees
• Underwriting services
• Commercial due diligence
• Public relations
• Website updates
• Financial marketing publications

The key requirement is that the expenditure must be incurred wholly and exclusively for the purpose of admitting the shares to trading.

Where an expense has both a listing-related and another purpose, the entire cost may not qualify. The relevant portion may need to be identified separately.

How Do the €1 Million Limit and Three-Year Lookback Work?

The relief is subject to a maximum of €1 million of qualifying expenditure per listing.

Importantly, qualifying expenditure is not necessarily restricted to the year of the IPO.

The relevant period generally covers the accounting period in which the shares are first admitted to trading and the previous three years. This means certain costs incurred while preparing for the listing can potentially qualify.

Revenue’s example illustrates this. A company incurred €340,000 of qualifying expenditure in 2024 and €900,000 in 2025 before and during its first successful listing. Although the total was €1.24 million, the available relief was capped at €1 million.

What Costs Do Not Qualify?

Not every cost associated with an IPO will qualify.

Section 81D does not provide relief where, for example:

• A proposed listing does not ultimately take place.
• The company has previously listed its shares in any jurisdiction.
• The company is listing financial instruments other than shares.
• The expenditure does not meet the wholly and exclusively test.
• The expenditure is already deductible under another provision.

This makes it important to identify and document potentially qualifying costs throughout the listing process.

How Is the Relief Claimed?

The deduction is claimed through the company’s CT1 Corporation Tax return for the accounting period in which the shares are first admitted to trading.

Companies considering a listing should therefore keep clear records of relevant expenditure, including invoices and details showing what each service relates to.

It can also be useful to review costs incurred during the three-year lookback period before preparing the CT1 return.

How We Can Help

If your company is considering a first-time stock exchange listing, Richard O’Shea Consultancy can advise on the Irish Corporation Tax treatment of qualifying listing expenditure and help assess the potential deduction available under section 81D TCA 1997.

Our Tax Consultations & Advisory service provides tailored tax advice to businesses on Corporation Tax, tax planning and available reliefs.

Final Thoughts

The Corporation Tax relief for stock exchange listing expenditure may be relevant to Irish companies preparing for a first-time IPO.

The €1 million limit, three-year lookback period and wholly and exclusively requirement are particularly important when determining which costs may qualify.

Reviewing the tax treatment of listing expenditure early can help companies maintain the records needed to support their claim.

Disclaimer: This article is intended for informational purposes only and should not be considered a replacement for professional advice. The author(s) disclaim any liability for actions taken or not taken based on the content of this document. It is recommended to seek tailored advice before making any decisions related to the topics discussed in this article. 

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