½Û×ÓÊÓƵ

In most cases, the definition of group is based on the holding of ordinary share capital.

The concept of what is ordinary share capital can be particularly complex, especially in cases where a company does not have authorised share capital or where the group company being considered is a non-UK entity. These are considered in further detail below.

Ordinary share capital is defined as all the 'issued share capital' of the company (by whatever name called) except capital giving the holder a right to a dividend at a fixed rate and to no other right to share in the profits of the company¹. (See also INTM653060 where HMRC set out their interpretations when deciding whether a particular non-UK entity has 'ordinary share capital', specifically details of HMRC's position on the Delaware Limited Liability companies (DLLC) in the USA.)

The rights in relation to the issued share capital are typically those created by the articles of association as altered from time to time or as varied by agreement.

This definition of share