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HMRC internal manual

Company Taxation Manual

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ACT: FID: international headquarters companies (IHC): ownership of share capital

ICTA88/S246S (11) (12), & (13)

In determining whether the various conditions in ICTA88/S246S were met, it was necessary to consider a person’s ownership of a particular percentage of a company’s share capital at a particular time.

That percentage of ownership was the percentage of the total votes which the owner could exercise, by virtue of the company’s share capital beneficially owned by him or her, if a general meeting were to be held at that time.

If shares were held by a discretionary trust, the trustees would not usually have had beneficial ownership of the shares and so the discretionary trust would be treated as not owning the shares.

For the purposes of the fourth condition of CTM21510, this rule did not apply. Instead, references to ownership were construed as references to beneficial ownership.

A company wholly owned another company for the purposes of ICTA88/S246S if the first beneficially owned all the share capital of the second.