C4C3Part 38Companies: interpretation
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Meaning of “undertaking” and related expressions
C2C51162C1Parent and subsidiary undertakings
1
This section (together with Schedule 7) defines “parent undertaking” and “subsidiary undertaking” for the purposes of the Companies Acts.
2
An undertaking is a parent undertaking in relation to another undertaking, a subsidiary undertaking, if—
a
it holds a majority of the voting rights in the undertaking, or
b
it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors, or
c
it has the right to exercise a dominant influence over the undertaking—
i
by virtue of provisions contained in the undertaking's articles, or
ii
by virtue of a control contract, or
d
it is a member of the undertaking and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the undertaking.
3
For the purposes of subsection (2) an undertaking shall be treated as a member of another undertaking—
a
if any of its subsidiary undertakings is a member of that undertaking, or
b
if any shares in that other undertaking are held by a person acting on behalf of the undertaking or any of its subsidiary undertakings.
4
An undertaking is also a parent undertaking in relation to another undertaking, a subsidiary undertaking, if—
a
it has the power to exercise, or actually exercises, dominant influence or control over it, or
b
it and the subsidiary undertaking are managed on a unified basis.
5
A parent undertaking shall be treated as the parent undertaking of undertakings in relation to which any of its subsidiary undertakings are, or are to be treated as, parent undertakings; and references to its subsidiary undertakings shall be construed accordingly.
6
Schedule 7 contains provisions explaining expressions used in this section and otherwise supplementing this section.
7
In this section and that Schedule references to shares, in relation to an undertaking, are to allotted shares.
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))