SCHEDULE 5Enterprise management incentives
Part 3Qualifying companies
Meaning of “qualifying subsidiary”
11
(1)
A company (“the subsidiary”) is a qualifying subsidiary of a company (“the holding company”) if the following conditions are met.
(2)
The conditions are—
F1(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F1(b)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F1(c)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F2(ca)
that the subsidiary is a 51% subsidiary of the holding company;
(d)
that no person other than the holding company F3or another of its subsidiaries has control of the subsidiary; and
(e)
that no arrangements are in existence by virtue of which F4either of the conditions in paragraphs (ca) and (d) would cease to be met.
F5(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4)
Sub-paragraph (5) applies at a time when the subsidiary or another company is being wound up.
(5)
The subsidiary is not to be regarded as having ceased, on account of the winding up, to be a company in relation to which the conditions in sub-paragraph (2) are met if—
(a)
the conditions in that sub-paragraph would be met apart from the winding up, and
(b)
the winding up is for commercial reasons and is not part of a scheme or arrangement the main purpose (or one of the main purposes) of which is the avoidance of tax.
(6)
Sub-paragraph (7) applies at a time when arrangements are in existence for the disposal by—
(a)
the holding company, or
(b)
another subsidiary of the holding company,
of all of its interest in the subsidiary.
(7)
The subsidiary is not to be regarded as having ceased, on account of those arrangements, to be a company in relation to which the conditions in sub-paragraph (2) are met if the disposal is to be for commercial reasons and is not to be part of a scheme or arrangement the main purpose (or one of the main purposes) of which is the avoidance of tax.
F6(8)
Sub-paragraph (9) applies at a time when the subsidiary or another company is in administration or receivership.
(9)
The subsidiary is not to be regarded, by reason only of anything done as a consequence of the company concerned being in administration or receivership, as having ceased to be a company in relation to which the conditions in sub-paragraph (2) are met if—
(a)
the entry into administration or receivership, and
(b)
everything done as a consequence of the company concerned being in administration or receivership,
is for commercial reasons and is not part of a scheme or arrangement the main purpose (or one of the main purposes) of which is the avoidance of tax.