Part 10 Close companies

Chapter 2 Basic definitions

Companies which are not to be close companies

447 Section 446: meaning of “shares beneficially held by the public” etc
(1) For the purposes of section 446, shares in a company (C) are beneficially held by the public if they are—
(a) beneficially held by a UK resident company which is not a close company, or by a non-UK resident company which would not be a close company if it were UK resident,
(b) held on trust for a registered pension scheme, or
(c) not comprised in a principal member's holding.
(2) But shares are not beneficially held by the public if they are held—
(a) by a director of C,
(b) by an associate of such a director,
(c) by a company which is under the control of one or more persons each of whom is such a director or associate,
(d) by an associated company of C, or
(e) as part of a fund the capital or income of which is applicable or applied wholly or mainly for the benefit of any of individuals within subsection (3).
(3) Those individuals are—
(a) employees, directors, past employees or past directors of C or of any company within subsection (2)(c) or (d), and
(b) dependants of any individuals within paragraph (a).
(4) The reference in section 446(1) to shares which have been allotted unconditionally to, or acquired unconditionally by, the public is to be read in accordance with subsections (1) to (3).
(5) For the purposes of subsection (1), a principal member's holding consists of the shares which carry the voting power possessed by him.
(6) The reference in subsection (2) to shares held by any person includes shares the rights or powers attached to which would be attributed to the person if section 451(3) applied for the purposes of that subsection.
(7) Subsections (3) to (5) of section 446 (meaning of “principal member” and determination of voting power possessed) apply for the purposes of this section as they apply for the purposes of that section.
(8) In this section, “shares” includes stock.
Pt. 10 Ch. 2 applied (with modifications) (with effect in accordance with s. 1184(1) of the amending Act) by Corporation Tax Act 2009 (c. 4), s. 376(1) (as amended by 2010 c. 4, s. 1184(1), Sch. 1 para. 610(2) (with Sch. 2))
Pt. 10 Ch. 2 applied (with modifications) (with effect in accordance with s. 1184(1) of the amending Act) by Income Tax (Trading and Other Income) Act 2005 (c. 5), s. 456(7) (as substituted by 2010 c. 4, s. 1184(1), Sch. 1 para. 466(2) (with Sch. 2))