Corporation Tax Act 2010 section 441

Treatment of some persons as participators or directors for the purposes of section 439(3)

Section 441 sets out special rules for determining whether certain persons should be treated as participators or directors when applying the close company test based on five or fewer participators possessing or being entitled to acquire certain rights.

• A person who is a participator in or director of another company that would receive assets on a notional winding up of the company being tested is treated as a participator in or director of that company
• Corporate participators are generally ignored when counting whether five or fewer participators hold the relevant rights
• The exception is where a corporate participator holds or is entitled to acquire the rights in a fiduciary or representative capacity, in which case it is counted
• The rule excluding corporate participators does not apply when determining entitlements under the notional winding-up basis itself