Companies Act 2006

Meaning of “undertaking” and related expressions

1161Meaning of “undertaking” and related expressions

(1)In the Companies Acts “undertaking” means—

(a)a body corporate or partnership, or

(b)an unincorporated association carrying on a trade or business, with or without a view to profit.

(2)In the Companies Acts references to shares—

(a)in relation to an undertaking with capital but no share capital, are to rights to share in the capital of the undertaking; and

(b)in relation to an undertaking without capital, are to interests—

(i)conferring any right to share in the profits or liability to contribute to the losses of the undertaking, or

(ii)giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.

(3)Other expressions appropriate to companies shall be construed, in relation to an undertaking which is not a company, as references to the corresponding persons, officers, documents or organs, as the case may be, appropriate to undertakings of that description.

This is subject to provision in any specific context providing for the translation of such expressions.

(4)References in the Companies Acts to “fellow subsidiary undertakings” are to undertakings which are subsidiary undertakings of the same parent undertaking but are not parent undertakings or subsidiary undertakings of each other.

(5)In the Companies Acts “group undertaking”, in relation to an undertaking, means an undertaking which is—

(a)a parent undertaking or subsidiary undertaking of that undertaking, or

(b)a subsidiary undertaking of any parent undertaking of that undertaking.

1162Parent and subsidiary undertakings

(1)This section (together with Schedule 7) defines “parent undertaking” and “subsidiary undertaking” for the purposes of the Companies Acts.

(2)An undertaking is a parent undertaking in relation to another undertaking, a subsidiary undertaking, if—

(a)it holds a majority of the voting rights in the undertaking, or

(b)it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors, or

(c)it has the right to exercise a dominant influence over the undertaking—

(i)by virtue of provisions contained in the undertaking’s articles, or

(ii)by virtue of a control contract, or

(d)it is a member of the undertaking and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the undertaking.

(3)For the purposes of subsection (2) an undertaking shall be treated as a member of another undertaking—

(a)if any of its subsidiary undertakings is a member of that undertaking, or

(b)if any shares in that other undertaking are held by a person acting on behalf of the undertaking or any of its subsidiary undertakings.

(4)An undertaking is also a parent undertaking in relation to another undertaking, a subsidiary undertaking, if—

(a)it has the power to exercise, or actually exercises, dominant influence or control over it, or

(b)it and the subsidiary undertaking are managed on a unified basis.

(5)A parent undertaking shall be treated as the parent undertaking of undertakings in relation to which any of its subsidiary undertakings are, or are to be treated as, parent undertakings; and references to its subsidiary undertakings shall be construed accordingly.

(6)Schedule 7 contains provisions explaining expressions used in this section and otherwise supplementing this section.

(7)In this section and that Schedule references to shares, in relation to an undertaking, are to allotted shares.