Finance Act 2024

Certain institutional investors required to meet GDO or non-close condition

4 (1) Section 528 is further amended as follows.

(2) In subsection (4A)—

(a) in paragraph (a)—

(i) in sub-paragraph (i), after “2000)” insert “that meets the genuine diversity of ownership condition (see section 528ZB(2)) or the non-close condition”, and

(ii) in sub-paragraph (ii), after “Act)” insert “and that meets the genuine diversity of ownership condition or the non-close condition”,

(b) in paragraph (b)—

(i) in sub-paragraph (i), after “Act” insert “and that meets the genuine diversity of ownership condition or the non-close condition”,

(ii) in sub-paragraph (ii), for “and” substitute “that”, and

(iii) in that sub-paragraph, after “2000)” insert “and that meets the genuine diversity of ownership condition or the non-close condition”,

(c) in paragraph (c), after “2000)” insert “that meets the genuine diversity of ownership condition or the non-close condition”, and

(d) in paragraph (e), after “who” insert “meets the non-close condition and who”.

(3) After subsection (4C) (as inserted by paragraph 3) insert—

“(4D) But for the purposes of applying the non-close condition for the purpose of any of paragraphs (a) to (c) of subsection (4A), subsection (4C) has effect as if—

(a) paragraph (a)(ii) were omitted, and

(b) in paragraph (b), in the words before sub-paragraph (i), “or (ii)” were omitted.”

(4) In subsection (5) (as amended by paragraph 3)—

(a) the words from “a company” to the end become paragraph (a),

(b) after that paragraph insert “, and

(b) ignore paragraph (a) of section 442 (non-UK resident companies deemed not to be close).”

(5) After subsection (5) insert—

“(5A) But subsection (5)(a) does not apply for the purpose of determining whether a person acting in the course of a long term insurance business meets the non-close condition.”

(6) After subsection (5C) (as inserted by paragraph 3) insert—

“(5D) In determining whether a company is a close company for the purposes of the non-close condition—

(a) the rights and powers of a person (“A”) are not to be attributed to another person (“P”) merely because A is a partner of P for the purposes of any attribution under section 451(4) (rights of a person's associates to be attributed to the person etc in determining “control”), and

(b) a company (“C”) is not to be regarded as a close company only because a person possesses or is entitled to acquire 50% or more of the voting power in C as a result of being—

(i) a manager of a collective investment vehicle (within the meaning of Schedule 5AAA to TCGA 1992), or

(ii) a general partner in a limited partnership which is a collective investment scheme.”

(7) In section 528ZA, in subsection (7), for the words from “which” to the end substitute “if a person acting on behalf of it would be an institutional investor as a result of section 528(4A)(c)”.

(8) In section 528ZB—

(a) for the heading substitute “Genuine diversity of ownership condition”,

(b) omit subsection (1),

(c) omit subsection (5), and

(d) in subsection (7), after “section” insert “—

• “collective investment scheme” has the meaning it has in section 235 of FISMA 2000;”.

(9) In consequence of the other amendments made by this paragraph, in Schedule 5AAA to TCGA 1992, in paragraph 46(3)(a), for “section 528(4A)(a), (b), (c), (i) or (j)” substitute “section 528(4A)(i) or (j)“.