Part 23

Company distributions
Chapter 5

Demergers

Supplementary

Other definitions etc
1099
1
In this Chapter—
- “control” has the same meaning as in Part 10 (see sections 450 and 451),
- “group” means a company which has one or more 75% subsidiaries together with those subsidiaries (but there is a separate definition of “group” for the purposes of section 1081(5)(d)),
- “holding company” means a company whose business (ignoring any trade carried on by it) consists wholly or mainly of holding shares or securities of one or more companies which are its 75% subsidiaries,
- “member” where the reference is to a member of a company—
  1. in section 1088(2) includes a person who is a member otherwise than by virtue of holding shares forming part of the ordinary share capital of the company, but
  2. elsewhere only includes persons who are members by virtue of holding shares forming part of the ordinary share capital of the company,
- “shares” includes stock,
- “trade”, except in subsection (4), does not include dealing in shares, securities, land, trades or commodity futures,
- “trading activities” is to be read in accordance with the above definition of “trade”,
- “trading company” means a company whose business consists wholly or mainly of carrying on a trade or trades, and
- “trading group” means a group the business of whose members (taken together) consists wholly or mainly of carrying on a trade or trades.
2
In determining for the purposes of sections 1076(a), 1077(1), 1082(4) or 1084(2) whether a company (“A”) whose shares are transferred by the distributing company is a 75% subsidiary of the distributing company, ignore any share capital of A which is owned indirectly by the distributing company.
3
In determining for the purposes of this Chapter whether one company is a 75% subsidiary of another, the other company is treated as not being the owner of—
a
any share capital which it owns directly in a body corporate as trading stock, or
b
any share capital which it owns indirectly and which is owned directly by a body corporate as trading stock.
4
For the purposes of subsection (3) share capital owned by a person is owned as trading stock if (and only if) a profit on a sale of the shares would be treated as a trading receipt of that person's trade.
Pt. 23 applied (with modifications) by 2003 c. 1, s. 554AC(3) (as inserted (with effect in accordance with Sch. 1 para. 14 of the amending Act) by Finance Act 2018 (c. 3), Sch. 1 para. 2)