Schedule 1A, Part 3, paragraph 18

A person holds a share “indirectly” if the person has a majority stake in a legal entity and that entity— holds the share in question, or is part of a chain of legal entities— each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and the last of which holds the share. A person holds a right “indirectly” if the person has a majority stake in a legal entity and that entity— holds that right, or is part of a chain of legal entities— each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and the last of which holds that right. For these purposes, A has a “majority stake” in B if— A holds a majority of the voting rights in B, A is a member of B and has the right to appoint or remove a majority of the board of directors of B, 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 A has the right to exercise, or actually exercises, dominant influence or control over B. 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 person's appointment as director follows necessarily from that person's appointment as director of the legal entity, or the directorship is held by the legal entity itself.

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Source: legislation.gov.uk · retrieved 2026-09-04