Paragraph 37 F1

(1)

For the purposes of this Schedule, one body corporate is associated with another if one of them controls the other or a third body corporate controls both of them, and sub-paragraphs (2) to (6) set out the circumstances in which one body corporate (“A”) controls another (“B”).

(2)

Where B is a company, A controls B if A possesses or is entitled to acquire—

(a)

one half or more of the issued share capital of B,

(b)

such rights as would entitle A to exercise one half or more of the votes exercisable in general meetings of B,

(c)

such part of the issued share capital of B as would entitle A to one half or more of the amount distributed if the whole of the income of B were in fact distributed among the shareholders, or

(d)

such rights as would, in the event of the winding up of B or in any other circumstances, entitle it to receive one half or more of the assets of B which would then be available for distribution among the shareholders.

(3)

Where B is a limited liability partnership, A controls B if A—

(a)

holds a majority of the voting rights in B,

(b)

is a member of B and has a right to appoint or remove a majority of other members, or

(c)

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

(4)

In sub-paragraph (3)(a) and (c) the references to “voting rights” are to the rights conferred on members in respect of their interest in a limited liability partnership to vote on those matters which are to be decided on by a vote of the members of the limited liability partnership.

(5)

In any case, A controls B if A has the power, directly or indirectly, to secure that the affairs of B are conducted in accordance with A's wishes.

(6)

In determining whether, by virtue of sub-paragraphs (2) to (5), A controls B, A is to be taken to possess—

(a)

any rights and powers possessed by a person as nominee for it, and

(b)

any rights and powers possessed by a body corporate which it controls (including rights and powers which such a body corporate would be taken to possess by virtue of this sub-paragraph).

Annotations

Textual amendments

F1: Sch. 2A inserted (20.5.2009) by Energy Act 2008 (c. 32), ss. 44(4), 110(2), Sch. 2; S.I. 2009/1270, art. 2