Section 184C | Sections 184A and 184B: meaning of “qualifying change of ownership” ^F1

(1)For the purposes of sections 184A and 184B, there is a qualifying change of ownership in relation to a company at any time if any one or more of the following occur at that time—

(a)the company joins a group of companies (see subsections (2) to (5)),

(b)the company ceases to be a member of a group of companies,

(c)the company becomes subject to different control (see subsections (6) to (9)).

(2)Whether a company is a member of a group of companies at any time is determined in accordance with section 170.

(3)But, apart from in the excepted case, nothing in section 170(10) or (10A) is to prevent all the companies of one group from being regarded as joining another group when the principal company of the first group becomes a member of the other group at any time.

(4)The excepted case is the case where—

(a)the persons owning the shares of the principal company of the first group immediately before that time are the same as the persons owning the shares of the principal company of the other group immediately after that time,

(b)the principal company of the other group was not the principal company of any group immediately before that time, and

(c)immediately after that time the principal company of the other group had assets consisting entirely (or almost entirely) of shares of the principal company of the first group.

(5)For this purpose, references to shares of a company are to the shares comprised in the issued share capital of the company.

(6)The general rule is that a company becomes subject to different control at any time if any one or more of the following occur—

(a)a person has control of the company at that time (whether alone or together with one or more others) and the person did not previously have control of the company,

(b)a person has control of the company at that time together with one or more others and the person previously had control of the company alone,

(c)a person ceases to have control of the company at that time (whether the person had control alone or together with one or more others).

(7)The general rule is subject to the following exceptions.

(8)A company does not become subject to different control in any case where it joins a group of companies and the case is the excepted case mentioned above.

(9)A company (“the subsidiary”) does not become subject to different control at any time in any case where—

(a)immediately before that time the subsidiary is the 75 per cent. subsidiary of another company, and

(b)(although there is a change in the direct ownership of the subsidiary) that other company continues immediately after that time to own it as a 75 per cent. subsidiary.