Land and Buildings Transaction Tax (Scotland) Act 2013 section 35D

Definitions: "director" and "controlling director"

Section 35D provides definitions of "director" and "controlling director" for the purposes of the employment condition in paragraph 35B(b), which is relevant to determining whether certain transactions qualify for group relief from LBTT.

• A "director" has a broad meaning, covering not only formally appointed directors but also any person who acts in accordance with whose directions the board is accustomed to act, or who manages the company or its activities on their own or with others.
• The definition of director draws on section 67(1) of the Income Tax (Earnings and Pensions) Act 2003 and section 452(1) of the Corporation Tax Act 2010, both of which cast the net wider than the straightforward Companies Act definition.
• A "controlling director" is a director who also has control of the company, meaning they hold sufficient rights over the company's shares, voting power, income or assets to be considered in control.
• Control for these purposes is determined using the tests in sections 450 and 451 of the Corporation Tax Act 2010, which include rights held by associates and connected persons.