C1C2C3C4C5C6C7C8Part VII Accounts and Audit

Annotations:
Modifications etc. (not altering text)
C1

Pt. VII (ss. 221–262) applied with modifications by S.I. 1985/680, regs. 4–6, Sch.

C2

Part VII (ss. 221-262) continued by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 13(1)(a)

C3

Part VII (ss. 221-262) amended by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 1(2)(5)

C4

Part VII (ss. 221-262) extended by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 1(3)(5)

C5

Part VII (ss. 221-262) modified by S.I. 1990/355, arts. 6, 7, Sch. 2 paras. 1(4)(5), 3(2)(3)

C6

Part VII (ss. 221-262) excluded by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 3(1)(3)

C7

Part VII (ss. 221-262) restricted by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 13(1)(b)

Pt. VII (ss. 221-262) applied (with modifications) (21.7.1993) by S.I. 1993/1820, reg. 4, Sch. paras.1, 2 (as amended (1.10.2005) by S.I. 2005/1987, reg. 3)

Pt. VII (ss. 221-262) applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 3, Sch. 1 (as amended (4.3.2004) by S.I. 2004/355, art. 8, (1.10.2005) by S.I. 2005/1989, reg. 2, Sch. 1 and (12.1.2006) by S.I. 2005/3442, reg. 2(2)(b), Sch. 2 para. 3(1))

Chapter III Supplementary Provisions

Parent and subsidiary undertakings

C9258 Parent and subsidiary undertakings.

1

The expressions “parent undertaking” and “subsidiary undertaking” in this Part shall be construed as follows; and a “parent company” means a parent undertaking which is a company.

2

An undertaking is a parent undertaking in relation to another undertaking, a subsidiary undertaking, if—

a

it holds a majority of the voting rights in the undertaking, or

b

it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors, or

c

it has the right to exercise a dominant influence over the undertaking—

i

by virtue of provisions contained in the undertaking’s memorandum or articles, or

ii

by virtue of a control contract, or

d

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.

3

For the purposes of subsection (2) an undertaking shall be treated as a member of another undertaking—

a

if any of its subsidiary undertakings is a member of that undertaking, or

b

if any shares in that other undertaking are held by a person acting on behalf of the undertaking or any of its subsidiary undertakings.

4

An undertaking is also a parent undertaking in relation to another undertaking, a subsidiary undertaking, if F1. . . —

F2a

it has the power to exercise, or actually exercises, dominant influence or control over it, or

b

it and the subsidiary undertaking are managed on a unified basis.

5

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.

6

Schedule 10A contains provisions explaining expressions used in this section and otherwise supplementing this section.