Section 371RB | Legal and economic control ^F1

(1)A person (“P”) “controls” a company (“C”) if—^F1

(a)by means of the holding of shares or the possession of voting power in or in relation to C or any other company, or^F1

(b)by virtue of any powers conferred by the articles of association or other document regulating C or any other company,^F1

P has the power to secure that the affairs of C are conducted in accordance with P's wishes.

(2)A person (“P”) “controls” a company (“C”) if it is reasonable to suppose that P would—^F1

(a)if the whole of C's share capital were disposed of, receive (directly or indirectly and whether at the time of the disposal or later) over 50% of the proceeds of the disposal,^F1

(b)if the whole of C's income were distributed, receive (directly or indirectly and whether at the time of the distribution or later) over 50% of the distributed amount, or^F1

(c)in the event of the winding-up of C or in any other circumstances, receive (directly or indirectly and whether at the time of the winding-up or other circumstances or later) over 50% of C's assets which would then be available for distribution.^F1

(3)For the purposes of subsection (2) any rights which P has as a relevant bank are to be ignored.^F1

(4)In subsection (2)—^F1

(a)in paragraph (a) the reference to C's share capital is to C's share capital excluding any share capital held by relevant banks,^F1

(b)in determining for the purposes of paragraph (b) the percentage of the distributed amount which it is reasonable to suppose P would receive, ignore any rights of a relevant bank which would entitle the bank directly to receive a percentage of the distributed amount at the time of the distribution, and^F1

(c)in determining for the purposes of paragraph (c) the percentage of C's assets which it is reasonable to suppose P would receive, ignore any rights of a relevant bank which would entitle the bank directly to receive a percentage of C's assets at the time of the winding-up or other circumstances.^F1

(5)“Relevant bank” means a person (“RB”) who—^F1

(a)carries on banking business which is regulated in the territory in which RB is resident, and^F1

(b)is acting, in the ordinary course of that business, in relation to money lent to C by RB in the ordinary course of that business.^F1

(6)In subsections (2) and (4) references to P receiving any proceeds, amount or assets include references to the proceeds, amount or assets being applied (directly or indirectly) for P's benefit.^F1

(7)If two or more persons, taken together, meet the requirement of subsection (1) or (2) for controlling a company, those persons are taken to control the company.^F1