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HMRC internal manual

Company Taxation Manual

Groups & consortia: groups - entitlement to profits or assets available for distribution: examples - background

CTA10/PART5/Ch6

The examples at CTM81121 to CTM81124 show how the legislation in CTA10/S151 and CTA10/PART5/Ch6 applies in various group structures to ensure that group relief can only pass to the parent company that is the true economic parent.

The examples are illustrative rather than true to life, and, for simplicity, only the entitlement to profits test is considered. Similar principles apply to the test of entitlement to assets in a winding-up. Remember that an equity holder is defined in terms of a person who not only may hold ordinary shares but also is a creditor in respect of a loan that is not a ‘normal commercial loan’ - see CTM81010.

An illustration of the application of the basic rule in CTA10/S151 and CTA10/S165 is at CTM81121 and more complicated structures involving:

  • shares with limited rights, paragraph 4, (CTM81060 to CTM81065),
  • shares with varying rights, paragraph 5, (CTM81070 to CTM81075),
  • option arrangements, paragraph 5B, (CTM81085 to CTM81100), are illustrated at CTM81122 to CTM81124.