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HMRC internal manual

Company Taxation Manual

Close companies: tests: information regarding share holding

Normally information regarding:

  • shareholdings etc,
  • relationship of shareholders etc,
  • the beneficial owners of shares etc, held by nominees,
  • the beneficiaries of trusts etc holding shares etc,

should be sought from the company or other person authorised to act on its behalf. If the company or authorised person is unable to supply information regarding the beneficial ownership of shares held by nominees or regarding the beneficiaries of a trust or of the estate of a deceased person, CTA2010/S465 (1) (formerlyFA89/SCH12/PARA3) gives the Inspector power to seek the information from the person in whose name the shares are registered.

Where it is essential to establish the beneficial ownership of bearer shares etc before it can be decided whether or not the company is a close company, and the company is unable to provide that information, the case should be submitted to CT&VAT (Technical) after obtaining the information below.

  1. the ownership of any non-bearer shares etc,
  2. particulars of the bearer shares issued by the company,
  3. the names and addresses of the persons to whom the company issued the shares etc,
  4. the respective amounts issued to each person.

Power to obtain the information referred to in (c) and (d) above is given to the Inspector by CTA2010/S465 (2) to (4) (formerly FA89/SCH12/PARA4 (1)(a)).