Parent company (or parent undertaking)
An undertaking that, in relation to another undertaking (a 'subsidiary undertaking'):
holds a majority of the voting rights in the undertaking, or
is a member of the undertaking and has the right to appoint or remove a majority of its board of directors, or
has the right to exercise a dominant influence over the undertaking
by virtue of provisions contained in the undertaking's articles or
by virtue of a control contract, or
is a member of the undertaking and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the undertaking.
For these purposes an undertaking is treated as a member of another undertaking:
if any of its subsidiary undertakings is a member of that undertaking,
if any shares in that other undertaking are held by a person acting on behalf of the undertaking or any of its subsidiary undertakings.
An undertaking is also a parent undertaking in relation to another undertaking (a 'subsidiary undertaking'), if:
it has the power to exercise, or actually exercises, dominant influence or control over it, or
it and the subsidiary undertaking are managed on a unified basis.
A parent undertaking is treated as the parent undertaking of undertakings in relation to which any of its subsidiary undertakings are, or are to be treated as, parent undertakings; and references to its subsidiary undertakings are construed accordingly.
( CA 2006 , s.1162)