Companies Act 2006

Companies Act 2006, Section 1162 is up to date with all changes known to be in force on or before 22 September 2024. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.

Changes to Legislation

Revised legislation carried on this site may not be fully up to date. Changes and effects are recorded by our editorial team in lists which can be found in the ‘Changes to Legislation’ area. Where those effects have yet to be applied to the text of the legislation by the editorial team they are also listed alongside the legislation in the affected provisions. Use the ‘more’ link to open the changes and effects relevant to the provision you are viewing.

Changes and effects yet to be applied to the whole Act associated Parts and Chapters:

• Act amendment to earlier affecting provision S.I. 2008/373 reg. 11(1) by S.I. 2013/1971reg. 9(a) (This amendment not applied to legislation.gov.uk. Amending Regulations revoked (1.10.2013) without ever being in force by S.I. 2013/2224, reg. 2)
• Act amendment to earlier affecting provision S.I. 2008/373 reg. 3(4) by S.I. 2013/1971reg. 4 (This amendment not applied to legislation.gov.uk. Amending Regulations revoked (1.10.2013) without ever being in force by S.I. 2013/2224, reg. 2)

Whole provisions yet to be inserted into this Act (including any effects on those provisions):

• s. 479A(2)(c)(zi) inserted by S.I. 2019/177reg. 4(b)(i) (This amendment not applied to legislation.gov.uk. Reg. 4 substituted by regs. 4, 4A immediately before IP completion day by S.I. 2019/1392, regs. 1(2), 4)
• Sch. 2 Pt. 2 Section (A) para. 25(m) inserted by 2024 c. 13Sch. 30para. 30
• Sch. 2 Pt. 2 Section (A) para. 25(j) omitted by 2024 c. 13Sch. 21para. 10
• Sch. 2 Pt. 2 Section (A) para. 28 words substituted by 2024 c. 13Sch. 18para. 9(2)(a)(i)
• Sch. 2 Pt. 2 Section (A) para. 29 words substituted by 2024 c. 13Sch. 18para. 9(2)(a)(ii)
• Sch. 2 Pt. 2 Section (A) para. 36 words substituted by 2024 c. 13Sch. 18para. 9(2)(b)
• Sch. 10 para. 6(2D) inserted by S.I. 2019/177reg. 28(e) (This amendment not applied to legislation.gov.uk. Reg. 28(e) omitted immediately before IP completion day by virtue of S.I. 2020/523, regs. 1(2), 14(e)(iv))
• Sch. 10 para. 7(2A) inserted by S.I. 2019/177reg. 29(b) (This amendment not applied to legislation.gov.uk. Reg. 29 substituted immediately before IP completion day by S.I. 2020/523, regs. 1(2), 14(f))

1162 Parent and subsidiary undertakings U.K.

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

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

(a) it holds a majority of the voting rights in the undertaking, or

(b) it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors, or

(c) it has the right to exercise a dominant influence over the undertaking—

(i) by virtue of provisions contained in the undertaking's articles, or

(ii) by virtue of a control contract, or

(d) it is a member of the undertaking and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the undertaking.

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

(a) if any of its subsidiary undertakings is a member of that undertaking, or

(b) if any shares in that other undertaking are held by a person acting on behalf of the undertaking or any of its subsidiary undertakings.

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

(a) it has the power to exercise, or actually exercises, dominant influence or control over it, or

(b) it and the subsidiary undertaking are managed on a unified basis.

(5) 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.

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

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

Modifications etc. (not altering text)