Section 155 | Arrangements for transfer of company owned by consortium etc

(1)This section applies if, apart from this section, a trading company would be owned by a consortium.

(2)The trading company is not owned by the consortium if—

(a)for an accounting period (“the current period”) the trading company or a member of the consortium has surrenderable amounts, and

(b)arrangements within subsection (3) are in place.

(3)Arrangements are within this subsection if they have any of the following effects (but see sections 155A and 155B).^F1F2

Effect 1The trading company or a successor of it could, at some time during or after the current period, become a 75% subsidiary of a third company (see subsection (4)).

Effect 2Any person who owns, or any persons who together own, less than 50% of the ordinary share capital of the trading company—

(a)has, or together have, control of the trading company, or

(b)could obtain such control at some time during or after the current period.

Effect 3Any person (“P”), either alone or together with persons connected with P—For this purpose—

(a)holds or could obtain at least 75% of the qualifying votes, or

(b)controls or could control the exercise of at least 75% of those votes.

“connected” is to be read in accordance with section 1122 but as if subsection (4) of that section were omitted, and

“qualifying votes” means the votes which may be cast in a poll taken at a general meeting of the trading company held during or after the current period.

Effect 4A third company could start to carry on the whole or a part of a trade that at a time during the current period is carried on by the trading company and could do so—

(a)as the successor of the trading company, or

(b)as the successor of another company which is not a third company and which started to carry on the whole or a part of the trade during or after the current period.

(4)A “third company” means a company that is not, apart from any arrangements within subsection (3), a member of the same group of companies as the trading company.

(5)If the trading company would, apart from this section, be owned by a consortium as a result of section 153(3) (consortiums involving holding companies)—

(a)references in this section (apart from references under Effect 4) to the trading company are to be read as including references to the holding company concerned, and

(b)Effect 3 does not apply if P is that holding company.