VCM55210 - VCT: VCT qualifying holdings: meaning of ‘control’

ITA07/S313(4)

For the purposes of the control and independence tests at S296, ‘control’ has the meaning given in CTA10/S450 and S451 (previously ICTA88/S416(2) - (6)) (see CTM60200 onwards), subject to the following three modifications:

• rights in respect of relevant fixed-rate preference shares (see VCM55220) are ignored,
• rights of ‘loan creditors’ (see CTM60130) are ignored (but where a loan or a holding of loan stock is convertible into shares, the effect of these ‘arrangements’ must be considered in accordance with VCM55190).
• rights to dividends carried by eligible shares are ignored (see VCM54150 for the definition of eligible shares)

Thus the particular tests for control by a person set out in CTA10/S450 and S451 cover that possession of, or entitlement to acquire:

• the greater part of the company’s issued share capital, excluding any which consists of relevant fixed-rate preference shares,
• the greater part of the voting power in the company,
• such part of the company’s issued share capital as would entitle the person to receive the greater part of the company’s income if it were all distributed, ignoring for this purpose any entitlement in respect of relevant fixed-rate preference shares, and ignoring all income which would be distributed to the holders of such shares,
• such part of the company’s issued share capital as would entitle the person to receive the greater part of the company’s assets on a winding up, ignoring for this purpose any rights in respect of relevant fixed-rate preference shares, and ignoring all assets which would be distributed to the holders of such shares.

These modifications are unlikely to be of any significance in relation to control of a company by the investee company but are of considerable importance in relation to control of that company (see VCM55190), especially control of it by the VCT itself.