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HMRC internal manual

Compliance Handbook

Information & Inspection Powers: Information Notices: Third Party Notice: Groups: Groups of undertakings - definitions

An undertaking is a parent undertaking of another undertaking (a subsidiary undertaking) if

  • it holds a majority of the voting rights, or
  • it is a member of the other undertaking and has the right to appoint or remove a majority of its board of directors, or
  • it has the right to exercise a dominant influence over the undertaking

    • through provisions in the undertaking’s articles, or
    • through a control contract, or
  • it is a member of the undertaking and controls alone, or under agreement with other shareholders or members, a majority of the voting rights in the undertaking
  • it has the power to exercise, or actually exercises, dominant influence or control over the other undertaking or
  • it and the other undertaking are managed on a unified basis.

‘Subsidiary undertaking’ of a parent undertaking includes subsidiaries of the parent undertaking’s subsidiaries, and so on.

Companies Act 2006/S1162