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Section 1161 Meaning of “undertaking” and related expressionsC6

United Kingdom

C1(1)

In the Companies Acts“undertaking” means—

(a)

a body corporate or partnership, or

C2(b)

an unincorporated association carrying on a trade or business, with or without a view to profit.

(2)

In the Companies Acts references to shares—

(a)

in relation to an undertaking with capital but no share capital, are to rights to share in the capital of the undertaking; and

(b)

in relation to an undertaking without capital, are to interests—

(i)

conferring any right to share in the profits or liability to contribute to the losses of the undertaking, or

(ii)

giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.

(3)

Other expressions appropriate to companies shall be construed, in relation to an undertaking which is not a company, as references to the corresponding persons, officers, documents or organs, as the case may be, appropriate to undertakings of that description.

This is subject to provision in any specific context providing for the translation of such expressions.

C3(4)

References in the Companies Acts to “fellow subsidiary undertakings” are to undertakings which are subsidiary undertakings of the same parent undertaking but are not parent undertakings or subsidiary undertakings of each other.

C4C5(5)

In the Companies Acts “group undertaking”, in relation to an undertaking, means an undertaking which is—

(a)

a parent undertaking or subsidiary undertaking of that undertaking, or

(b)

a subsidiary undertaking of any parent undertaking of that undertaking.

Annotations

Modifications

C1

S. 1161(1) applied (with modifications) (23.8.2024) by 2003 c. 21, Sch. 16B para. 8 (as inserted by Media Act 2024 (c. 15), s. 55(3)(g), Sch. 11; S.I. 2024/858, reg. 2(1)(z5))

C2

S. 1161(1)(b) applied (with modifications) by 2016 anaw 6, s. 90(4) (as amended (E.W.) (25.1.2018) by Land Transaction Tax and Anti-avoidance of Devolved Taxes (Wales) Act 2017 (anaw 1), s. 81(2)(3), Sch. 23 para. 35(b); S.I. 2018/34, art. 2(b)(i))

C3

S. 1161(4) applied (with modifications) (10.1.2024) by Online Safety Act 2023 (c. 50), s. 240(1), Sch. 15 para. 9; S.I. 2023/1420, reg. 2(z24)

C4

S. 1161(5) applied (with modifications) (26.10.2023) by Online Safety Act 2023 (c. 50), ss. 70(8), 240(4)

C5

S. 1161(5) applied (with modifications) (10.1.2024) by Online Safety Act 2023 (c. 50), s. 240(1), Sch. 13 para. 5(8); S.I. 2023/1420, reg. 2(z17)(z36)

C6

Ss. 1161, 1162 applied (with modifications) (1.10.2008) by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (S.I. 2008/1911), reg. 52

Notes on Part 38

Modifications

C1

Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

C2

Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2