COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 148 Meaning of ""holding company'' and ""subsidiary''.

	[Home] [Databases] [World Law] [Search] [Feedback]
	Northern Irish Legislation
You are here: BAILII >> Databases >> Northern Irish Legislation >> COMPANIES ACT (NORTHERN IRELAND) 1960

[Index] [Table] [Search] [Notes] [Noteup] [Previous] [Next] [Download] [Help]

COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 148

Meaning of ""holding company'' and ""subsidiary''.

148.(1) For the purposes of this Act, a company shall, subject to sub-section
(3), be deemed to be a subsidiary of another if, but only if

(a)that other either

(i)is a member of it and controls the composition of its board of directors;
or

(ii)holds [more than] half in nominal value of its equity share capital; or

(b)the first-mentioned company is a subsidiary of any company which is that
other's subsidiary.

(2) For the purposes of sub-section (1), the composition of a company's board
of directors shall be deemed to be controlled by another company if, but only
if, that other company by the exercise of some power exercisable by it without
the consent or concurrence of any other person can appoint or remove the
holders of all or a majority of the directorships; but for the purposes of
this provision that other company shall be deemed to have power to appoint to
a directorship with respect to which any of the following conditions is
satisfied, that is to say

(a)that a person cannot be appointed thereto without the exercise in his
favour by that other company of such a power as aforesaid; or

(b)that a person's appointment thereto follows necessarily from his
appointment as director of that other company [; or

(c)that the directorship is held by that other company itself or by a
subsidiary of it.]

(3) In determining whether one company is a subsidiary of another

(a)any shares held or power exercisable by that other in a fiduciary capacity
shall be treated as not held or exercisable by it;

(b)subject to paragraphs (c) and (d), any shares held or power exercisable

(i)by any person as a nominee for that other (except where that other is
concerned only in a fiduciary capacity); or

(ii)by, or by a nominee for, a subsidiary of that other, not being a
subsidiary which is concerned only in a fiduciary capacity;

(b)shall be treated as held or exercisable by that other;

(c)any shares held or power exercisable by any person by virtue of the
provisions of any debentures of the first-mentioned company or of a trust deed
for securing any issue of such debentures shall be disregarded;

(d)any shares held or power exercisable by, or by a nominee for, that other or
its subsidiary (not being held or exercisable as mentioned in paragraph (c))
shall be treated as not held or exercisable by that other if the ordinary
business of that other or its subsidiary, as the case may be, includes the
lending of money and the shares are held or power is exercisable as aforesaid
by way of security only for the purposes of a transaction entered into in the
ordinary course of that business.

(4) For the purposes of this Act, a company shall be deemed to be another's
holding company if, but only if, that other is its subsidiary.

(5) In this section "company" includes any body corporate, and "equity share
capital" means, in relation to a company, its issued share capital excluding
any part thereof which, neither as respects dividends nor as respects capital,
carries any right to particiate beyond a specified amount in a distribution.

[Index] [Table] [Search] [Notes] [Noteup] [Previous] [Next] [Download] [Help]

BAILII: Copyright Policy | Disclaimers | Privacy Policy | Feedback
URL: http://www.bailii.org/nie/legis/num_act/cai1960267/s148.html

Northern Irish Legislation

COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 148