Part 23Company distributions

Chapter 3Matters which are not distributions

Supplementary provisions

1059Associated persons

(1)

This section and sections 1060 and 1061 contain the rules for determining whether a person is an associate of another (in relation to a company) for the purposes of this Chapter.

(2)

Two persons living together (see section 1116) who are—

(a)

a husband and wife, or

(b)

civil partners of each other,

are associates of one another.

(3)

If a person (“the young person”) is under the age of 18—

(a)

the young person is an associate of the young person's parents, and

(b)

the young person's parents are associates of the young person.

(4)

If a person is connected with a company—

(a)

the person is an associate of the company and any company controlled by it, and

(b)

the company and any company controlled by it are associates of the person.

(5)

If a person—

(a)

is connected with one company (“company A”), and

(b)

has control of another company (“company B”),

company B is an associate of company A.

(6)

If one person is accustomed to act on the directions of another in relation to the affairs of a company, the two persons are associates of one another in relation to that company.

1060Associated persons: trustees

(1)

If shares in a company are held by the trustees of a settlement then, in relation to the company—

(a)

the trustees are associates of—

(i)

any person who (directly or indirectly) provided property to the trustees or has made a reciprocal arrangement for another to do so,

(ii)

any person who is, by virtue of section 1059(2) or (3), an associate of a person within sub-paragraph (i), and

(iii)

any person who is, or may become, beneficially entitled to a significant interest in the shares, and

(b)

any such person is an associate of the trustees.

(2)

Subsection (1) does not apply to shares held on trusts which relate exclusively to a registered pension scheme.

(3)

Subsection (1) does not apply to shares held on trusts which—

(a)

are exclusively for the benefit of—

(i)

the employees, or the employees and directors, of the company referred to in subsection (1) (or of companies in a group to which that company belongs), or

(ii)

their dependants, and

(b)

are not wholly or mainly for the benefit of directors or their relatives.

(4)

For the purposes of subsection (1) a person's interest is significant if its value is greater than 5% of the value of all the settled property, excluding any property in which the person is not and cannot become beneficially entitled to an interest.

(5)

In subsection (3) “group” means a company which has one or more 51% subsidiaries, together with those subsidiaries.

1061Associated persons: personal representatives

(1)

If shares in a company are comprised in the estate of a person who has died then, in relation to the company—

(a)

the deceased's personal representatives are associates of any person who is or may become beneficially entitled to a significant interest in the shares, and

(b)

any such person is an associate of the personal representatives.

(2)

For the purposes of subsection (1) a person's interest is significant if its value is greater than 5% of the value of all the property comprised in the estate concerned, excluding any property in which the person is not and cannot become beneficially entitled to an interest.

1062Connected persons

(1)

This section contains the rules for determining whether a person is connected with a company for the purposes of this Chapter.

(2)

A person is connected with a company if the person directly or indirectly possesses, or is entitled to acquire, more than 30% of—

(a)

the issued ordinary share capital of the company,

(b)

the loan capital and the issued share capital of the company, or

(c)

the voting power in the company.

(3)

If a person—

(a)

acquired, or became entitled to acquire, loan capital of a company in the ordinary course of a business which includes the lending of money, and

(b)

takes no part in the management or conduct of the company,

the person's interest in that loan capital is ignored for the purposes of subsection (2).

(4)

A person is connected with a company if the person (directly or indirectly)—

(a)

possesses, or

(b)

is entitled to acquire,

rights that would, in the event of a winding up or in any other circumstances, entitle the person to receive more than 30% of the assets of the company which would then be available for distribution to equity holders of the company.

(5)

For the purposes of subsection (4)—

(a)

“equity holder” is to be read in accordance with sections 158 to 164, and

(b)

the percentage of the assets of a company to which a person would be entitled is to be determined in accordance with sections 166 and 167.

(6)

In section 166 as it applies for the purposes of subsection (4)—

(a)

references to company A are to be read as including a person who is not a company, and

(b)

references to a winding up are to be read as including references to any other circumstances in which assets of a company are available for distribution to equity holders.

(7)

A person who has control of a company is connected with it.

1063Section 1062: supplementary

(1)

References in section 1062 to the loan capital of a company are to any debt incurred by the company—

(a)

for any money borrowed or capital assets acquired by the company,

(b)

for any right to receive income created in favour of the company, or

(c)

for consideration the value of which to the company was (at the time when the debt was incurred) substantially less than the amount of the debt.

(2)

For the purposes of subsection (1)(c) the amount of the debt includes any premium on the debt.

(3)

For the purposes of section 1062 a person is treated as entitled to acquire anything which the person—

(a)

is entitled to acquire at a future date, or

(b)

will at a future date be entitled to acquire.

(4)

For the purposes of this section and section 1062 a person is assumed to have the rights and powers of the person's associates (as well as the person's own rights and powers).