PART IINTRODUCTORY AND INTERPRETATION

F2“ Subsidiary ”, “ holding company ” and “ wholly-owned subsidiary ”4

1 F3

A company is a “subsidiary” of another company, its “holding company”, if that other company—

a

holds a majority of the voting rights in it, or

b

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

c

is a member of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it,

  • or if it is a subsidiary of a company which is itself a subsidiary of that other company.

F32 F3

A company is a “wholly-owned subsidiary” of another company if it has no members except that other and that other's wholly-owned subsidiaries or persons acting on behalf of that other or its wholly-owned subsidiaries.

3

In this Article “company” includes any body corporate.