Section 719 — Corporation Tax Act 2010: Meaning of “change in the ownership of a company”

Meaning of “change in the ownership of a company” 719 1 For the purposes of this Part there is a change in the ownership of a company if condition A, B or C is met.

2 Condition A is that a single person acquires a holding of more than half the ordinary share capital of the company.

3 Condition B is that—

a two or more persons each acquire a holding of at least 5% of the ordinary share capital of the company, and b those holdings together amount to more than half the ordinary share capital of the company.

4 Condition C is that—

a two or more persons each acquire a holding of the ordinary share capital of the company, and b those holdings together amount to more than half the ordinary share capital of the company, but there is disregarded a holding of less than 5% unless—

i it is an addition to an existing holding, and ii the two holdings together amount to at least 5% of the ordinary share capital of the company. 4A For the purposes of Chapters 2A to 2E there is also a change in the ownership of a company (“C”) if, as a result of the acquisition by a person of a holding of the ordinary share capital of the company, the group condition (as defined in section 188CE) is met in relation to C and another company (“A”) (which was not a member of the same group of companies as C before the acquisition). In this subsection the reference to membership of a group of companies is to be interpreted in accordance with section 188FB.

5 See also sections 721 and 722 which provide for things other than ordinary share capital to be taken into account in determining whether there has been a change in the ownership of a company.