Corporation Tax Act 2009

768 Company cannot be member of more than one group

(1) A company cannot be a member of more than one group.

(2) If, apart from subsection (1), a company (“A”) would be a member of 2 or more groups, the group of which it is a member is determined by applying the rules in subsections (4), (6), (7) and (8) successively in that order until an answer is obtained.

(3) In those subsections the principal company of each group is referred to as its head.

(4) A is a member of the group of which it would be a member if in applying section 766 (only effective 51% subsidiaries of principal company to be members of group) the amounts specified in subsection (5) were ignored.

(5) Those amounts are—

(a) any amount to which a head of a group is beneficially entitled of any profits available for distribution to equity holders of a head of another group (see section 772), and

(b) any amount to which a head of a group would be beneficially entitled of any assets of a head of another group available for distribution to its equity holders on a winding up (see that section).

(6) A is a member of the group the head of which is beneficially entitled to a percentage of the profits available for distribution to A’s equity holders that is greater than the percentage of those profits to which any other head of a group is so entitled.

(7) A is a member of the group the head of which would be beneficially entitled to a percentage of any of A’s assets available for distribution to its equity holders on a winding up that is greater than the percentage of those assets to which any other head of a group would be so entitled.

(8) A is a member of the group the head of which owns directly or indirectly a percentage of A’s ordinary share capital that is greater than the percentage of that capital owned directly or indirectly by any other head of a group.

(9) Section 838(2) to (10) of ICTA applies for the interpretation of subsection (8) as it applies for the interpretation of section 838(1)(a) of that Act (definition of “51% subsidiary”).