Paragraph 11B F1

(1)

A company (“the subsidiary”) is a qualifying 90% subsidiary of a company (“the holding company”) if the following conditions are met.

(2)

The conditions are—

(a)

that the holding company possesses not less than 90% of the issued share capital of, and not less than 90% of the voting power in, the subsidiary;

(b)

that the holding company would—

(i)

in the event of a winding up of the subsidiary, or

(ii)

in any other circumstances,

be beneficially entitled to not less than 90% of the assets of the subsidiary which would then be available for distribution to the shareholders of the subsidiary;

(c)

that the holding company is beneficially entitled to not less than 90% of any profits of the subsidiary which are available for distribution to the shareholders of the subsidiary;

(d)

that no person other than the holding company has control of the subsidiary; and

(e)

that no arrangements are in existence by virtue of which any of the conditions in paragraphs (a) to (d) would cease to be met.

(3)

Sub-paragraphs (4) to (10) of paragraph 11 (but not sub-paragraph (6)(b)) apply in relation to the conditions in sub-paragraph (2) above as they apply in relation to the conditions in sub-paragraph (2) of that paragraph.

Annotations

Textual amendments

F1: Sch. 5 paras. 11A, 11B and cross-headings inserted (with effect in accordance with s. 96(6) of the amending Act) by Finance Act 2004 (c. 12), s. 96(5)

Notes on Schedule 5

Modifications

C1: Sch. 5 modified (18.3.2026) by Finance Act 2026 (c. 11), s. 16
C2: Sch. 5 modified (6.4.2026) by Finance Act 2026 (c. 11), s. 13(10)