http://www.legislation.gov.uk/ukpga/2010/4/section/439Corporation Tax Act 2010An Act to restate, with minor changes, certain enactments relating to corporation tax and certain enactments relating to company distributions; and for connected purposes.texttext/xmlenStatute Law Database2026-05-20Expert Participation2026-03-18 Corporation Tax Act 2010s. 658(1)(d)(e)Finance Act 2010Sch. 6 para. 31Sch. 6 para. 35Corporation Tax Act 2010s. 357CHAFinance Act 2024Sch. 2 para. 14(7)Sch. 2 para. 16(2) Part 10Chapter 24391For the purposes of the Corporation Tax Acts, a “close company” is a company in relation to which condition A or B is met.2Condition A is that the company is under the control—aof 5 or fewer participators, orbof participators who are directors.3Condition B is that 5 or fewer participators, or participators who are directors, together possess or are entitled to acquire—asuch rights as would, in the event of the winding up of the company (“the relevant company”) on the basis set out in section 440, entitle them to receive the greater part of the assets of the relevant company which would then be available for distribution among the participators, orbsuch rights as would, in that event, so entitle them if there were disregarded any rights which any of them or any other person has as a loan creditor (in relation to the relevant company or any other company).4For exceptions to this section, see sections 442 to 447 (companies which are not to be close companies).5Section 451 (section 450: rights to be attributed etc) applies for the purposes of subsection (3) and section 440 as it applies for the purposes of section 450.6See also section 441 (treatment of some persons as participators or directors for the purposes of subsection (3)).7For the meaning of—a“control”, see sections 450 and 451,b“director”, see section 452, andc“loan creditor”, see section 453.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))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 applied (with modifications) (6.4.2014) by National Insurance Contributions Act 2014 (c. 7), s. 8, Sch. 1 Pt. 1Pt. 10 Ch. 2 applied (with modifications) (with effect in accordance with Sch. 1 paras. 120, 123 of the amending Act) by 1992 c. 12, Sch. 5AAA para. 46(2) (as inserted by Finance Act 2019 (c. 1), Sch. 1 para. 21)Pt. 10 Ch. 2 modified (with effect in accordance with Sch. 1 paras. 120, 123 of the amending Act) by 1992 c. 12, Sch. 5AAA para. 36(3)(4) (as inserted by Finance Act 2019 (c. 1), Sch. 1 para. 21)Pt. 10 Ch. 2 applied (with modifications) (with effect in accordance with Sch. 16 para. 6 of the amending Act) by 2003 c. 14, Sch. 9A para. 8 (as inserted by Finance Act 2021 (c. 26), Sch. 16 para. 5)Pt. 10 Ch. 2 applied (with modifications) (with effect in accordance with Sch. 16 para. 6 of the amending Act) by 2003 c. 14, Sch. 9A para. 9(1), 10 (as inserted by Finance Act 2021 (c. 26), Sch. 16 para. 5)Pt. 10 Ch. 2 applied (with modifications) (with effect in accordance with s. 36(4) of the amending Act) by 1992 c. 12, s. 138ZA(6) (as inserted by Finance (No. 2) Act 2023 (c. 30), s. 36(2))Pt. 10 Ch. 2 applied (with modifications) (19.3.2025) by The Co-ownership Contractual Schemes (Tax) Regulations 2025 (S.I. 2025/200), regs. 1(2), 8(2) (with reg. 63)