OpenLegislation

Paragraph 18 Shares or rights held “indirectly”I1I2I3

United Kingdom

(1)

A person holds a share “indirectly” if the person has a majority stake in a legal entity and that entity—

(a)

holds the share in question, or

(b)

is part of a chain of legal entities—

(i)

each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and

(ii)

the last of which holds the share.

(2)

A person holds a right “indirectly” if the person has a majority stake in a legal entity and that entity—

(a)

holds that right, or

(b)

is part of a chain of legal entities—

(i)

each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and

(ii)

the last of which holds that right.

(3)

For these purposes, A has a “majority stake” in B if—

(a)

A holds a majority of the voting rights in B,

(b)

A is a member of B and has the right to appoint or remove a majority of the board of directors of B,

(c)

A is a member of B and controls alone, or pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or

(d)

A has the right to exercise, or actually exercises, dominant influence or control over B.

(4)

In the application of this paragraph to the right to appoint or remove a majority of the board of directors, a legal entity is to be treated as having the right to appoint a director if—

(a)

a person’s appointment as director follows necessarily from that person’s appointment as director of the legal entity, or

(b)

the directorship is held by the legal entity itself.

Annotations

Commencement

I1

Sch. 2 para. 18 not in force at Royal Assent, see s. 69

I2

Sch. 2 para. 18 in force at 1.8.2022 (except in so far as relating to ss. 7–11 of the Act) by S.I. 2022/876, reg. 3(b)

I3

Sch. 2 para. 18 in force in so far as not already in force at 12.10.2022 by S.I. 2022/1039, reg. 2(b)