ACT 125
COMPANIES ACT 1965 (REVISED - 1973)
PART I - PRELIMINARY

 
Section 5. Definition of subsidiary and holding company.
 
Section 5. Definition of subsidiary and holding company. (COMPANIES ACT 1965 (REVISED - 1973) - ACT 125)

(1) For the purposes of this Act, a corporation shall, subject to subsection (3), be deemed to be a subsidiary of another corporation, if—

    (a) that other corporation—

      (i) controls the composition of the board of directors of the first-mentioned corporation;

      (ii) controls more than half of the voting power of the first-mentioned corporation; or

      (iii) holds more than half of the issued share capital of the first-mentioned corporation (excluding any part thereof which consists of preference shares); or

    (b) the first-mentioned corporation is a subsidiary of any corporation which is that other corporation's subsidiary.

(2) For the purposes of subsection (1), the composition of a corporation's board of directors shall be deemed to be controlled by another corporation if that other corporation by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove all or a majority of the directors, and for the purposes of this provision that other corporation shall be deemed to have power to make such an appointment if—
    (a) a person cannot be appointed as a director without the exercise in his favour by that other corporation of such a power; or

    (b) a person's appointment as a director follows necessarily from his being a director or other officer of that other corporation.

(3) In determining whether one corporation is a subsidiary of another corporation—

    (a) any shares held or power exercisable by that other corporation in a fiduciary capacity shall be treated as not held or exercisable by it;

    (b) subject to paragraphs (c) and (d), any shares held or power exercisable—

      (i) by any person as a nominee for that other corporation (except where that other corporation is concerned only in a fiduciary capacity); or

      (ii) by, or by a nominee for, a subsidiary of that other corporation, not being a subsidiary which is concerned only in a fiduciary capacity, shall be treated as held or exercisable by that other corporation;

    (c) any shares held or power exercisable by any person by virtue of the provisions of any debentures of the firstmentioned corporation or of a trust deed for securing any issue of such debentures shall be disregarded; and

    (d) any shares held or power exercisable by, or by a nominee for, that other corporation or its subsidiary (not being held or exercisable as mentioned in paragraph (c)) shall be treated as not held or exercisable by that other corporation if the ordinary business of that other corporation or its subsidiary, as the case may be, includes the lending of money and the shares are held or power is exercisable as aforesaid by way of security only for the purposes of a transaction entered into in the ordinary course of that business.

(4) A reference in this Act to the holding company of a company or other corporation shall be read as a reference to a corporation of which that last-mentioned company or corporation is a subsidiary.