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Companies Act 2006

Companies Act 2006 Sch 1A para 18

Sch 1A para 18

(1) A person holds a share “indirectly” if the person has a majority stake in a legal entity and that entity— (a) holds the share in question, or (b) is part of a chain of legal entities— (i) each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and (ii) the last of which holds the share. (2) A person holds a right “indirectly” if the person has a majority stake in a legal entity and that entity— (a) holds that right, or (b) is part of a chain of legal entities— (i) each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and (ii) the last of which holds that right. (3) For these purposes, A has a “majority stake” in B if— (a) A holds a majority of the voting rights in B, (b) A is a member of B and has the right to appoint or remove a majority of the board of directors of B, (c) A is a member of B and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or (d) A has the right to exercise, or actually exercises, dominant influence or control over B. (4) In the application of this paragraph to the right to appoint or remove a majority of the board of directors, a legal entity is to be treated as having the right to appoint a director if— (a) a person's appointment as director follows necessarily from that person's appointment as director of the legal entity, or (b) the directorship is held by the legal entity itself.

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