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HMRC internal manual

Company Taxation Manual

Close companies: tests: control - of a company

Having determined who is a participator in the company and having ascertained the rights and powers which the participator possesses (or is entitled to acquire or secure) and has attributed to them under CTM60140 to CTM60170, it is necessary, in order to establish that the company is a close company, to show that it is controlled by:

  • five or fewer participators, or
  • participators who are directors,

and is not excluded from being a close company by (d) to (g) of CTM60105 (see CTM60260 to CTM60310). A company which is not close by virtue of control by participators may be close under the ‘winding up’ rule (see CTM60320).