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HMRC internal manual

Company Taxation Manual

Close companies: tests: definition of director

CTA 2010/S452 (1) & (2) (formerly ICTA88/S417 (3), (5), (6)) and CTA2010/S1119 (formerly ICTA88/S832 (1))

‘Director’ includes any person occupying the position of director by whatever name called and any person in accordance with whose directions or instructions the directors are accustomed to act. It also includes any person who:

  1. is a manager of the company or otherwise concerned in the management of the company’s trade or business, and
  2. is either on their own or with one or more of their associates the beneficial owner of, or able, directly or through the medium of other companies, or by any other indirect means, to control not less than 20% of the ordinary share capital of the company.

The expression ‘with one or more of his or her associates’ means that a person is treated as owning or, as the case may be, controlling, what any associate owns or controls, even if he or she does not own or control share capital of his or her own.

‘Ordinary share capital’ means all the issued share capital, by whatever name called, of the company other than share capital carrying a right to a dividend only at a fixed rate. ‘Associate of a person’ has a similar meaning to associate of a participator. See CTM60150 to CTM60170, substituting ‘person’ for ‘participator’.