Section 613: Merger relief: meaning of 90% equity holding

Companies Act 2006 · 2006 c. 46View on legislation.gov.uk

Part 17: A company's share capital — Chapter 7: Share premiums

The following provisions have effect to determine for the purposes of section 612 (merger relief) whether a company ("company A") has secured at least a 90% equity holding in another company ("company B") in pursuance of such an arrangement as is mentioned in subsection (1) of that section.

Company A has secured at least a 90% equity holding in company B if in consequence of an acquisition or cancellation of equity shares in company B (in pursuance of that arrangement) it holds equity shares in company B of an aggregate amount equal to 90% or more of the nominal value of that company's equity share capital.

For this purpose—

it is immaterial whether any of those shares were acquired in pursuance of the arrangement; and
shares in company B held by the company as treasury shares are excluded in determining the nominal value of company B's share capital.

Where the equity share capital of company B is divided into different classes of shares, company A is not regarded as having secured at least a 90% equity holding in company B unless the requirements of subsection (2) are met in relation to each of those classes of shares taken separately.

For the purposes of this section shares held by—

a company that is company A's holding company or subsidiary, or
a subsidiary of company A's holding company, or
its or their nominees,

are treated as held by company A.

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Reuse reviewed 21 August 2026 under Open Government Licence v3.0.