BLM80310 - Sale of lessor companies and similar arrangements: establishing change of ownership: identifying the principal company - groups

CTA2010 S393

The legislation establishes the identity of the principal company by looking upwards from Company A (the lessor company) and establishing whether Company A is a 75% subsidiary of another company.

This principle is illustrated in the following examples.

Example 1

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B Ltd is a principal company of A Ltd.

But A Ltd might not be in such a simple group relationship.

The legislation deals with more complex structures by tracing upwards from A Ltd and identifying each 75% subsidiary relationship so that a chain of ownership can be established. Wherever there is a 75% subsidiary relationship between a company and another company above it there is a link in a chain of ownership. When you reach a company that is not a 75% subsidiary of another company no higher links in the chain can be found, the chain stops and the top company is the principal company.

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A Ltd is a 100% subsidiary of B Ltd but B Ltd is a 100% subsidiary of C Ltd. C Ltd is not a 75% subsidiary of another company so C Ltd is the principal company of A Ltd.

Example 3

The test looks at one link of the chain at a time so that in this example:

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A Ltd is a 75% subsidiary of B Ltd. B Ltd is a 75% subsidiary of C Ltd. C Ltd is not a 75% subsidiary of another company so C Ltd is the principal company of A Ltd. It does not matter that A Ltd is not a 75% subsidiary of C Ltd as defined for the purpose of group relief.