VCM17250 - Qualifying trades: Providing services for a non-qualifying trade

ICTA/S298 (1); ITA/S199; ITA/S310; FA00/SCH15/PARA33

Providing services or facilities for any business carried on by another person (other than the parent of the company) is an excluded activity where:

• that other business consists to a substantial extent of any activities mentioned above, and
• a controlling interest in that other business is held by a person who also has a controlling interest in the business carried on by the company.

A controlling interest in a business is defined as below. (In this definition, references to a business carried on by a person other than the company whose shares are the subject of the claim to relief include references to any trade, profession or vocation).

A person has a controlling interest in a business if:

1. In the case of a business carried on by a company:
1. he controls the company, or
2. the company is a close company and he (or an associate of his) is both a director of it and the beneficial owner of, or able directly or through the medium of other companies (or by any other indirect means) to control, more than 30% of its ordinary share capital (see VCM12010), or
3. he owns at least one-half of the business by reference to the tests of ownership set out in ICTA/S344 (2) (see CTM06020).
2. In any other case, if he is entitled to not less than half of the assets used for, or the income arising from, the business.

For the purposes of (a) and (b) above, the rights or powers of any person's associate (see VCM25200) count as his rights and powers.

For the purposes of (a) above, ”control“ has the meaning given to it by ICTA/S416 (2) - (6), (see CTM60200 onwards).

A person may have a controlling interest in a business by virtue of (a)(3) above although he does not have control, under (a)(1) above, of the company carrying it on.

Example

Suppose A holds 25% of the ordinary share capital of Y Ltd, the remaining 75% being held by X Ltd. A also holds 40% of the share capital of X Ltd. In these circumstances A does not control Y Ltd within the Section 416 definition of the term. However, A does own more than half the business of Y Ltd, because Section 344 (2)(b) enables a proportion of X Ltd's 75% holding in Y Ltd to be attributed to A even though he does not control X Ltd. A thus owns 25% + 30% (40% x 75%) of Y's business.