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Small company definition

A company can only be small if inter alia it is not a member of an ineligible group.

CA 2006 changed the definition of ineligible group slightly to include members who are: -

- a public company

- a body corporate (other than a company) whose shares are admitted to trading on a regulated market in an EEA State,

Note that 'public company' is defined as one incorporated under CA 2006 and so a UK subsidiary of say a French unlisted plc can now be a small company.

There seems to be a bit of ambiguity relating to the second point.  What does it mean by 'other than a company'?  Presumably a French listed company is a 'company', not something 'other than a company' and so this might suggest that a UK subsidiary of a French listed company qualifies as a small company.  If not then why did they bother with the bracketed words?

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21st Feb 2011 12:28

Presumably?

You say "Presumably a French listed company is a 'company'".  Why?

Have a look at s1 CA 2006 for the definition of a 'company'.

I would not expect a French listed company to be a 'company' - which means that it is "other than a company".  Which in turn means that a UK company which is a member of the same group is ineligible to file small company accounts.

David

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21st Feb 2011 12:51

A company

I had read s1 CA2006 beforehand and it indeed defines 'company' as one registered under CA 2006.  However this is not the end of it.  As per s1(1) it is so defined "unless the context otherwise requires".

The way I read it is in the context "a body corporate (other than a company)" contemplates some other kind of entity such as trust or some other type of foreign vehicle that might be able to trade its shares.

Otherwise why did they not just omit the brackets and say  "body corporate whose shares..."

 

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21st Feb 2011 13:14

Because a public company might, or might not, have its shares listed in an EEA State (including the UK) and a UK public company is a 'company'.

So by adding the words "(other than a company)" any overlap and potential ambiguity is avoided.

The context does not require a reading different from that suggested by section 1.

David

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24th Feb 2011 17:22

EEA listed co

David - Thanks for your input.

Its quite odd that a subsidiary of a French listed company is ineligible to be a small company, but a subsidiary of a USA listed company is. 

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