Section 1162 Parent and subsidiary undertakingsC10C1C2C3C4C5C6C7
This section (together with Schedule 7) defines “parent undertaking” and “subsidiary undertaking” for the purposes of the Companies Acts.
An undertaking is a parent undertaking in relation to another undertaking, a subsidiary undertaking, if—
it holds a majority of the voting rights in the undertaking, or
it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors, or
it has the right to exercise a dominant influence over the undertaking—
by virtue of provisions contained in the undertaking's articles, or
by virtue of a control contract, or
it is a member of the undertaking and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the undertaking.
For the purposes of subsection (2) an undertaking shall be treated as a member of another undertaking—
if any of its subsidiary undertakings is a member of that undertaking, or
if any shares in that other undertaking are held by a person acting on behalf of the undertaking or any of its subsidiary undertakings.
An undertaking is also a parent undertaking in relation to another undertaking, a subsidiary undertaking, if—
it has the power to exercise, or actually exercises, dominant influence or control over it, or
it and the subsidiary undertaking are managed on a unified basis.
A parent undertaking shall be treated as the parent undertaking of undertakings in relation to which any of its subsidiary undertakings are, or are to be treated as, parent undertakings; and references to its subsidiary undertakings shall be construed accordingly.
Schedule 7 contains provisions explaining expressions used in this section and otherwise supplementing this section.
In this section and that Schedule references to shares, in relation to an undertaking, are to allotted shares.
Annotations
Modifications
- C1
S. 1162 modified (14.3.2012) by Charities Act 2011 (c. 25), ss. 55(3), 58, 355 (with ss. 20(2), 59, Sch. 8)
- C2
S. 1162 excluded in part (4.1.2022) by The National Security and Investment Act 2021 (Monetary Penalties) (Turnover of a Business) Regulations 2021 (S.I. 2021/1262), regs. 1(1), 3(3)
- C3
S. 1162 applied (with modifications) (26.10.2023) by Online Safety Act 2023 (c. 50), ss. 70(8), 240(4)
- C4
S. 1162 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)
- C5
S. 1162 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)
- C6
S. 1162 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))
- C7
S. 1162 excluded in part (1.1.2025) by The Enterprise Act 2002 (Mergers and Market Investigations) (Determination of Control and Turnover for Penalties) Regulations 2024 (S.I. 2024/1236), regs. 1(1), 2(4)
- C8
S. 1162(2)(c) excluded (6.4.2025) by The Digital Markets, Competition and Consumers Act 2024 and Consumer Rights Act 2015 (Turnover and Control) Regulations 2024 (S.I. 2024/1243), regs. 1(3), 4(4), 6(4)
- C9
S. 1162(4)(a) excluded (6.4.2025) by The Digital Markets, Competition and Consumers Act 2024 and Consumer Rights Act 2015 (Turnover and Control) Regulations 2024 (S.I. 2024/1243), regs. 1(3), 4(4), 6(4)
- C10
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