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HMRC internal manual

Business Leasing Manual

Sale of lessor companies and similar arrangements: establishing change of ownership: meaning of 75% or 90% subsidiary etc


The meaning of 75% (or 90%) subsidiary for the purposes of the sale of lessors legislation does not just focus only on share capital.

Where the company has share capital the legislation imports the meanings of 75% and 90% subsidiary from section 1154 CTA2010.

Where the company has no share capital the legislation looks for beneficial entitlement to an appropriate proportion of:

  • profits available for distribution; and
  • assets which would be available for distribution on a winding up.

The appropriate proportion is at least 75%.

The rules at CTA2010 Chapter 6 of Part 5 (Equity Holders and Profits or Assets Available For Distribution) apply so that the concept of a 75% subsidiary for these purposes is aligned with the concept of a 75% subsidiary for the purposes of group relief. These rules are adapted to accommodate companies with no share capital. See BLM80350.