Commentary

D2.207 The notional winding-up test

Corporate tax
Corporate tax | Commentary

D2.207 The notional winding-up test

Corporate tax | Commentary

D2.207 The notional winding-up test

To be regarded as members of the same group, the parent company must be beneficially entitled to not less than 75% (or 90% (D2.208)) of any assets of the subsidiary company available for distribution to its equity holders on a winding up. (See D2.205)1.

The notional winding-up test depends on the rights that attach to shares or securities. The test becomes more complex if these rights are limited or vary, or if there are option rights. See D2.250.

The percentage to which one company would be so beneficially depends on:

  1.  

    •     the ordinary shares in the subsidiary held by the parent

  2.  

    •     the loans made by the parent company to the subsidiary company which are not normal commercial loans

  3.  

    •     the shares and loans in respect of which the parent is treated as an equity holder (D2.206), and

  4.  

    •     option rights in respect of shares and

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