Corporation Tax Act 2009

Meaning of “related party”, “control” and “major interest”

835 “Related party”

(1) This section explains when a person (“A”) is a “related party” in relation to a company (“B”) for the purposes of this Part.

(2) In a case where A is a company, A is a related party in relation to B if—

(a) A has control of, or holds a major interest in, B, or

(b) B has control of, or holds a major interest in, A.

(3) In a case where A is a company, A is a related party in relation to B if A and B are both under the control of the same person (but see subsection (4)).

(4) Subsection (3) does not apply if the person controlling both A and B is—

(a) the Crown,

(b) a Minister of the Crown or a government department,

(c) the Scottish Ministers,

(d) the National Assembly for Wales,

(e) a Minister within the meaning of the Northern Ireland Act 1998 (c. 47) or a Northern Ireland department,

(f) a foreign sovereign power, or

(g) an international organisation.

(5) A is a related party in relation to B if B is a close company and A is, or is an associate of—

(a) a participator in B, or

(b) a participator in a company that has control of, or holds a major interest in, B.

(6) In a case where A is a company, A is a related party in relation to B if B is another company in the same group.

(7) A is treated as being a related party in relation to B if A would be so but for any person (other than an individual) being the subject of—

(a) insolvency arrangements, or

(b) equivalent arrangements under the law of any country or territory, whether made when the person is solvent or insolvent.

(8) In subsection (7) “insolvency arrangements” includes—

(a) arrangements under which a person acts as the liquidator, provisional liquidator, receiver, administrator or administrative receiver of a company or firm, and

(b) voluntary arrangements proposed or approved in relation to a company or firm under Part 1 of the Insolvency Act 1986 (c. 45) or Part 2 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)).

(9) In subsection (8)—

• “administrative receiver” has the meaning given in section 251 of the Insolvency Act 1986 or Article 5(1) of the Insolvency (Northern Ireland) Order 1989,

• “administrator” means a person appointed to manage the affairs, business and property of the company or firm under Schedule B1 to that Act or Order,

• “receiver” means a person appointed as receiver of some or all of the property of the company or firm under an enactment or under an instrument issued for the purpose of representing security for, or the rights of creditors in respect of, any debt.

(10) For the meaning of “control”, “major interest”, “associate”, “participator”, see sections 836, 837 and 841.

836 “Control”

(1) For the purposes of this Chapter, in relation to a company, “control” means the power of a person to secure that the company’s affairs are conducted in accordance with the person’s wishes—

(a) by means of the holding of shares or the possession of voting power in or in relation to the company or any other company, or

(b) as a result of powers conferred by the articles of association or other document regulating the company or any other company.

(2) Sections 838 to 840 (rights and powers to be taken into account) apply in relation to the determination for the purposes of this Chapter whether a person has control of a company.

837 “Major interest”

(1) For the purposes of this Chapter, a person has a “major interest” in a company if—

(a) the person and one other person together have control of that company, and

(b) the rights and powers by means of which they have such control represent, in the case of each of them, at least 40% of the total.

(2) The reference in subsection (1)(a) to two persons together having control of a company is to two persons who, taken together, have the power mentioned in section 836.

(3) Sections 838 to 840 (rights and powers to be taken into account) apply in relation to the determination for the purposes of this Chapter whether a person has a major interest in a company.