Income and Corporation Taxes Act 1988

416 Meaning of “associated company” and “control”. U.K.

(1) M1 For the purposes of this Part,except paragraphs 2and 9(1)(a), (2)(a)and (3)(a)of Schedule 19 F1 , a company is to be treated as another’s “associated company” at a given time if, at that time or at any other time within one year previously, one of the two has control of the other, or both are under the control of the same person or persons.

(2) M2 For the purposes of this Part, a person shall be taken to have control of a company if he exercises, or is able to exercise or is entitled to acquire, direct or indirect control over the company’s affairs, and in particular, but without prejudice to the generality of the preceding words, if he possesses or is entitled to acquire—

(a) the greater part of the share capital or issued share capital of the company or of the voting power in the company; or

(b) such part of the issued share capital of the company as would, if the whole of the income of the company were in fact distributed among the participators (without regard to any rights which he or any other person has as a loan creditor), entitle him to receive the greater part of the amount so distributed; or

(c) such rights as would, in the event of the winding-up of the company or in any other circumstances, entitle him to receive the greater part of the assets of the company which would then be available for distribution among the participators.

(3) Where two or more persons together satisfy any of the conditions of subsection (2) above, they shall be taken to have control of the company.

(4) For the purposes of subsection (2) above a person shall be treated as entitled to acquire anything which he is entitled to acquire at a future date, or will at a future date be entitled to acquire.

(5) M3 For the purposes of subsections (2) and (3) above, there shall be attributed to any person any rights or powers of a nominee for him, that is to say, any rights or powers which another person possesses on his behalf or may be required to exercise on his direction or behalf.

(6) For the purposes of subsections (2) and (3) above, there may also be attributed to any person all the rights and powers of any company of which he has, or he and associates of his have, control or any two or more such companies, or of any associate of his or of any two or more associates of his, including those attributed to a company or associate under subsection (5) above, but not those attributed to an associate under this subsection; and such attributions shall be made under this subsection as will result in the company being treated as under the control of five or fewer participators if it can be so treated.

Textual Amendments

F1 Words repealed by 1989 s. 187 and Sch. 17 Part v in relation to accounting periods beginning after 31 March 1989

Modifications etc. (not altering text)

C1 Definition of “associated company” employed by—1988 s.187—share option and profit sharing schemes.Ch.II Part III of 1988(F)—unapproved employee share schemes.1988(F) Sch.11 para.4—capital gains indexation.

Definition of “control” applied by:—1965 s.87and Sch.21 para.3 (transitional relief for companies existing in 1965on cessation of trade, etc.)by para.3(8)and 1970 s.537(1)and Sch.14 para.24(2).1972 s.96 (corporation tax liability of industrial and provident societies etc.)—repealed by 1984 Sch.23 Part Vfrom 1 April 1985.1979(C) (capital gains)by 1979(C) s.155(1).S.I. 1990 No.586 regn.2(3)(a) (in Part III Vol.5under

“Retirement benefit schemes: tax relief on contributions”)—The Retirement Benefits Schemes (Tax Relief on Contributions) (Disapplication of Earnings Cap) Regns. 1990.S.I. 1990 No.2101 regn. 2(3)(a) (in Part III Vol.5under

“Retirement benefit schemes: tax relief on contributions”)—The Retirement Benefit Schemes (Continuation of Rights of Members of Approved Schemes) Regns. 1990.plus in 1988:—s.13(4)—small companies rate.s.13A—close investment-holding companies.s.209(6)—transfers of assets.s.312 (Ch.III Part VII)—Business Expansion Scheme.s.397—restriction of loss relief in case of farming and market gardening.s.573—relief for losses on unquoted shares.s.704D—cancellation of tax advantages.s.756 (Ch.IV Part XVII)—controlled foreign companies.s.759—offshore funds.s.839—connected persons.

and in—1989 s.134—non-payment of tax by non-residents.1989 Sch.6 para.28—centralised approved schemes.

Marginal Citations

M1 Source—1970 s.302(1); 1972 Sch.24 21

M2 Source—1970 s.302(2)-(4); 1972 Sch.17 5

M3 Source—1970 s.302(5), (6)