INTM620780 | Offshore Receipts in respect of Intangible Property (ORIP): Glossary of terms: Meaning of 51% and 25% investment

ITTOIA05/Ch2A/S608U

The “51% investment” test is important for the purposes of establishing a control group, as per s608S. The “25% investment” test is important for the purposes of determining related persons, as per s608T.

TIOPA10 s464(2) to (11) and s465, apply for the purposes of this section. When applying s464(10) to subsection (1) of S465, the reference to “25% investment” is read as “51% investment”.

51% investment

A person (P) has a 51% investment in another person (C) if any of the following apply:

• P possesses, or is entitled to acquire, more than half of the voting power in C;

• If the entirety of the equity in C were disposed of, P would receive more than half of the proceeds;

• In the event of a distribution of income in respect of equity in C, P would receive more than half of the amount distributed amongst the equity holders of C.

• In the event of a winding up of C, or in any other circumstances, P would receive more than half of C’s assets available for distribution amongst C’s equity holders in respect of equity in C.

25% investment

The 25% investment tests are the same as the 51% investment tests, with the only difference being that “more than half” should be read as “at least a quarter”.

Example 8

Company A holds 60% of the issued ordinary share capital in Company B. This holding grants Company A 60% of the voting rights in Company B. It also entitles Company A to 60% of any amounts distributed to equity holders. Company A meets several of the 51% investment tests.