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HMRC internal manual

Company Taxation Manual

HM Revenue & Customs
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Corporation Tax: small companies: association through a trustee

Where the majority of the shares in a company are held in trust then, under CTA10/S450 (3)(a) and (b) (formerly ICTA88/S416 (2)(a)), the trustee will have control of that company. The trustee may be a professional person - for example, a solicitor or trustee company of a clearing bank, yet all the companies under the control of the trustee would be associated even if there were no commercial association.

CTA10/S30 (formerly ESCC9) applies in such circumstances to disregard the rights and powers held in trust where there is no other connection between the companies whose shares are held, whether past or present. Connection for this purpose includes dealings of any kind.

There is power in CTA10/S31 to enable an officer to issue information notices

  • requiring the registered holder of shares and securities to disclose a trust relationship and name the beneficial owners
  • if the officer believes the issuing company to be close, to require particulars of bearer securities issued, including amounts and names of the recipients.

For the meaning of ‘control’ see CTM60220. Securities for this purpose includes shares, stocks, bonds, debentures, debenture stock and any promissory note or instrument evidencing indebtedness.