Section 269ZZB | Meaning of “group”

(1)In this Part “group” means two or more companies which together meet the following condition.

(2)The condition is that one of the companies is—

(a)the ultimate parent of each of the other companies, and

(b)is not the ultimate parent of any other company.

(3)A company (“A”) is the “ultimate parent” of another company (“B”) if—

(a)A is the parent of B, and

(b)no company is the parent of both A and B.

(4)A company (“A”) is the “parent” of another company (“B”) if—

(a)B is a 75% subsidiary of A,

(b)A is beneficially entitled to at least 75% of any profits available for distribution to equity holders of B, or

(c)A would be beneficially entitled to at least 75% of any assets of B available for distribution to its equity holders on a winding up.

(5)The following apply for the purposes of subsection (4)—

(a)Chapter 6 of Part 5 (equity holders and profits or assets available for distribution) other than sections 169 to 182, and

(b)Chapter 3 of Part 24 (subsidiaries).

This is subject to subsections (6) and (7).

(6)In applying Chapter 3 of Part 24 for the purposes of subsection (4)—

(a)share capital of a registered society is to be treated as if it were ordinary share capital, and

(b)a company (“the shareholder”) that directly owns shares in another company is to be treated as not owning those shares if a profit on their sale would be a trading receipt of the shareholder.

(7)In applying Chapter 6 of Part 5 (other than sections 169 to 182) and Chapter 3 of Part 24 for the purposes of subsection (4), they are to be read with all modifications necessary to ensure that—

(a)they apply to a company which does not have share capital, and to holders of corresponding ordinary holdings in such a company, in a way which corresponds to the way they apply to companies with ordinary share capital and holders of ordinary shares in such companies,

(b)they apply to a company which is an unincorporated association in a way which corresponds to the way they apply to companies which are bodies corporate,

(c)they apply in relation to ownership through an entity (other than a company), or any trust or other arrangement, in a way which corresponds to the way they apply to ownership through a company, and

(d)for the purposes of achieving paragraphs (a) to (c), profits or assets are attributed to holders of corresponding ordinary holdings in unincorporated associations, entities, trusts or other arrangements in a manner which corresponds to the way profits or assets are attributed to holders of ordinary shares in a company which is a body corporate.

(8)In this section “corresponding ordinary holding” in an unincorporated association, entity, trust or other arrangement means a holding or interest which provides the holder with economic rights corresponding to those provided by a holding of ordinary shares in a body corporate

(9)For the purposes of the application of this Part in relation to a collective investment vehicle to which paragraph 4 of Schedule 5AAA to TCGA 1992 applies, the reference in paragraph 4(2) of that Schedule to “relevant purposes” is to be treated as including a reference to the purposes of this section.