Part 38— Companies: interpretation

A company is a “subsidiary” of another company, its “holding company”, if that other company—

A company is a “wholly-owned subsidiary” of another company if it has no members except that other and that other's wholly-owned subsidiaries or persons acting on behalf of that other or its wholly-owned subsidiaries.

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

In this section and that Schedule “company” includes any body corporate.

The Secretary of State may by regulations amend the provisions of section 1159 (meaning of “subsidiary” etc) and Schedule 6 (meaning of “subsidiary” etc: supplementary provisions) so as to alter the meaning of the expressions “subsidiary”, “holding company” or “wholly-owned subsidiary”.

Regulations under this section are subject to negative resolution procedure.

Any amendment made by regulations under this section does not apply for the purposes of enactments outside the Companies Acts unless the regulations so provide.

So much of section 23(3) of the Interpretation Act 1978 (c. 30) as applies section 17(2)(a) of that Act (effect of repeal and re-enactment) to deeds, instruments and documents other than enactments does not apply in relation to any repeal and re-enactment effected by regulations under this section.

In the Companies Acts “undertaking” means—

In the Companies Acts references to shares—

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.

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.

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

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

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

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

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

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.

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

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

In the Companies Acts “non-cash asset” means any property or interest in property, other than cash. For this purpose “cash” includes foreign currency.

A reference to the transfer or acquisition of a non-cash asset includes—

This section defines “banking company” and “banking group” for the purposes of the Companies Acts.

“Banking company” means a person who has permission under Part 4A of the Financial Services and Markets Act 2000 (c. 8) to accept deposits, other than—

The definition in subsection (2) must be read with section 22 of that Act, any relevant order under that section and Schedule 2 to that Act.

References to a banking group are to a group where the parent company is a banking company or where—

For the purposes of subsection (4)—

This section defines “insurance company”, “authorised insurance company”, “insurance group” and “insurance market activity” for the purposes of the Companies Acts.

An “authorised insurance company” means a person (whether incorporated or not) who has permission under Part 4A of the Financial Services and Markets Act 2000 (c. 8) to effect or carry out contracts of insurance.

An “insurance company” means—

Neither expression includes a friendly society within the meaning of the Friendly Societies Act 1992 (c. 40).

References to an insurance group are to a group where the parent company is an insurance company or where—

For the purposes of subsection (5)—

“Insurance market activity” has the meaning given in section 316(3) of the Financial Services and Markets Act 2000.

References in this section to contracts of insurance and to the effecting or carrying out of such contracts must be read with section 22 of that Act, any relevant order under that section and Schedule 2 to that Act.

the bona fide employees or former employees of—

the spouses, civil partners, surviving spouses, surviving civil partners, or minor children or step-children of such employees or former employees.

The following provisions apply for the purposes of the Companies Acts.

A document or information is sent or supplied in hard copy form if it is sent or supplied in a paper copy or similar form capable of being read. References to hard copy have a corresponding meaning.

A document or information is sent or supplied in electronic form if it is sent or supplied—

A document or information is sent or supplied by electronic means if it is—

A document or information authorised or required to be sent or supplied in electronic form must be sent or supplied in a form, and by a means, that the sender or supplier reasonably considers will enable the recipient—

For the purposes of this section, a document or information can be read only if—

The provisions of this section apply whether the provision of the Companies Acts in question uses the words “sent” or “supplied” or uses other words (such as “deliver”, “provide”, “produce” or, in the case of a notice, “give”) to refer to the sending or supplying of a document or information.

For the purposes of the Companies Acts a company is “dormant” during any period in which it has no significant accounting transaction.

A “significant accounting transaction” means a transaction that is required by section 386 to be entered in the company's accounting records.

In determining whether or when a company is dormant, there shall be disregarded—

Any reference in the Companies Acts to a body corporate other than a company being dormant has a corresponding meaning.

Any reference in the Companies Acts to a receiver or manager of the property of a company, or to a receiver of it, includes a receiver or manager or (as the case may be) a receiver of part only of that property and a receiver only of the income arising from the property or from part of it.

Any reference in the Companies Acts to the appointment of a receiver or manager under powers contained in an instrument includes an appointment made under powers that by virtue of an enactment are implied in and have effect as if contained in an instrument.

In the Companies Acts “ contributory ” means every person liable to contribute to the assets of a company in the event of its being wound up.

For the purposes of all proceedings for determining, and all proceedings prior to the final determination of, the persons who are to be deemed contributories, the expression includes any person alleged to be a contributory.

The reference in subsection (1) to persons liable to contribute to the assets does not include a person so liable by virtue of a declaration by the court under—

In the Companies Acts— “the Audit Regulation” means Regulation 537/2014 of the European Parliament and of the Council on specific requirements regarding statutory audit of public interest entities; “body corporate” and “corporation” include a body incorporated outside the United Kingdom, but do not include— a corporation sole, or a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed; “the competent authority” means the Financial Reporting Council Limited; “credit institution” means a credit institution as defined in Article 4(1)(1) of Regulation ( EU ) No. 575/2013 of the European Parliament and of the Council. “the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act); “EU regulated market” has the meaning given in Article 2.1.13B of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012; “financial institution” means a financial institution within the meaning of Article 1.1 of the Council Directive on the obligations of branches established in a Member State of credit and financial institutions having their head offices outside that Member State regarding the publication of annual accounting documents (the Bank Branches Directive, 89/117/EEC); “firm” means any entity, whether or not a legal person, that is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association; “the Gazette” means— as respects companies registered in England and Wales, the London Gazette, as respects companies registered in Scotland, the Edinburgh Gazette, and as respects companies registered in Northern Ireland, the Belfast Gazette; “hire-purchase agreement” has the same meaning as in the Consumer Credit Act 1974 (c. 39); “officer”, in relation to a body corporate, includes a director, manager or secretary; “parent company” means a company that is a parent undertaking (see section 1162 and Schedule 7); “regulated activity” has the meaning given in section 22 of the Financial Services and Markets Act 2000 (c. 8); “regulated market” has the meaning given in Article 2.1.13 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012; ; “transferable securities” has the meaning given by Article 2.1.24 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012; “UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012; “working day”, in relation to a company, means a day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 (c. 80) in the part of the United Kingdom where the company is registered.

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