Section 371RB Legal and economic controlF1C1
United Kingdom
A person (“P”) “controls” a company (“C”) if—
by means of the holding of shares or the possession of voting power in or in relation to C or any other company, or
by virtue of any powers conferred by the articles of association or other document regulating C or any other company,
P has the power to secure that the affairs of C are conducted in accordance with P's wishes.
A person (“P”) “controls” a company (“C”) if it is reasonable to suppose that P would—
if the whole of C's share capital were disposed of, receive (directly or indirectly and whether at the time of the disposal or later) over 50% of the proceeds of the disposal,
if the whole of C's income were distributed, receive (directly or indirectly and whether at the time of the distribution or later) over 50% of the distributed amount, or
in the event of the winding-up of C or in any other circumstances, receive (directly or indirectly and whether at the time of the winding-up or other circumstances or later) over 50% of C's assets which would then be available for distribution.
For the purposes of subsection (2) any rights which P has as a relevant bank are to be ignored.
In subsection (2)—
in paragraph (a) the reference to C's share capital is to C's share capital excluding any share capital held by relevant banks,
in determining for the purposes of paragraph (b) the percentage of the distributed amount which it is reasonable to suppose P would receive, ignore any rights of a relevant bank which would entitle the bank directly to receive a percentage of the distributed amount at the time of the distribution, and
in determining for the purposes of paragraph (c) the percentage of C's assets which it is reasonable to suppose P would receive, ignore any rights of a relevant bank which would entitle the bank directly to receive a percentage of C's assets at the time of the winding-up or other circumstances.
“Relevant bank” means a person (“RB”) who—
carries on banking business which is regulated in the territory in which RB is resident, and
is acting, in the ordinary course of that business, in relation to money lent to C by RB in the ordinary course of that business.
In subsections (2) and (4) references to P receiving any proceeds, amount or assets include references to the proceeds, amount or assets being applied (directly or indirectly) for P's benefit.
If two or more persons, taken together, meet the requirement of subsection (1) or (2) for controlling a company, those persons are taken to control the company.
Annotations
Textual amendments
- F1
Pt. 9A inserted (17.7.2012) by Finance Act 2012 (c. 14), Sch. 20 para. 1 (with ss. 56-58)
Modifications
- C1
S. 371RB applied by 2009 c. 4, s. 931E(4)(6) (as substituted (17.7.2012) by Finance Act 2012 (c. 14), Sch. 20 para. 31 (with Sch. 20 para. 53))