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HMRC internal manual

Company Taxation Manual

Shadow ACT: definition of a group: additional tests for 51% subsidiaries

SI1999/358, Reg. 6(3)

Where a company would not otherwise be a 51% subsidiary but:

  • persons, whether company members or not enjoy extraordinary rights or powers under the articles of association or under any other document regulating the company, and
  • because of that fact, ownership of the ordinary share capital may not be an appropriate test,

then, in considering whether the company is a 51% subsidiary, holdings of all kinds of share capital, including preference shares, or any particular category of share capital, or voting power or any other kind of special power may be taken into account instead of ordinary share capital.