Capital gains group definition: meaning of “company”
For the purposes of the capital gains group provisions the term `company’ is defined by TCGA92/S170(9) to include only the following.
- A company within the meaning of the Companies Act 2006.
- A company constituted under any other Act or a Royal Charter or letters patent, or formed under the law of a foreign country.
- A registered industrial and provident society.
- A building society.
- An incorporated friendly society (with effect from 17 March 1998).
Section 1 of Companies Act 2006 applies the meaning of “company” to those within the scope of previous Acts; see in particular Part XXII of Companies Act 1985.
The definition of “company” includes any body corporate or unincorporated association (but not a partnership); such an entity may be a company within a CG group provided it is constituted under an Act, Royal Charter or letters patent or under the law of another country or territory.
Note that a company without ordinary share capital may only be a member of a group as its principal company, see CG45110. HMRC guidance on the meaning of “ordinary share capital” can be found in the Company Taxation Manual at pages CTM00511 to 00516.