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HMRC internal manual

Capital Gains Manual

Capital gains group definition: meaning of “company”

TCGA92/S170 (9)

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.