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HMRC internal manual

Company Taxation Manual

HM Revenue & Customs
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Consortia: group relief: 90% subsidiary

CTA10/S153(3), CTA10/S151(4)

A trading company which is a direct 90% subsidiary of a holding company owned by a consortium may itself be a ‘company owned by a consortium’ (CTM80530). Such a subsidiary is a 90% subsidiary if the holding company:

  • directly beneficially owns not less than 90% of the subsidiary company’s ordinary share capital as defined in CTA10/S1119,


  • is beneficially entitled to not less than 90% of:

    • any profits available for distribution to equity holders of the subsidiary company,


      • any assets of the subsidiary company which would be available for distribution to its equity holders on a winding-up (see CTA10/S151(4)).

      The detailed rules in the second bullet above are in CTA10/Part 5/Chapter 6. The description of how these apply is in CTM81000 onwards.

      Where the conditions above are not met for part of an accounting period (during which there is otherwise a consortium relationship) that period of interruption is excluded from the calculation under CTA10/Ss138 to 142 of the amounts available for claim or surrender in the overlapping period (CTM80225).