Associate | Practical Law

Associate | Practical Law

Associate

Associate

Practical Law UK Glossary 9-107-6443 (Approx. 4 pages)

Glossary

Associate

This term has different meanings depending on its context:
  • In the context of sections 344, 936 and 1151 of the Companies Act 2006 (CA 2006) (independence requirement) in relation to an individual, it means the individual's spouse, civil partner, minor child, stepchild, body corporate of which the individual is a director and any employee or partner of the individual. In relation to a body corporate, it means any body corporate of which that body is a director, a body corporate of the same group as that body and any employee or partner of that body or of any body corporate in the same group. In relation to a partnership that is a legal person under the law by which it is governed, it means any body corporate of which that partnership is a director, any employee of or partner in that partnership and any person who is an associate of a partner in that partnership. In relation to a partnership that is not a legal person under the law by which it is governed, it means any person who is an associate of any of the partners. In relation to a limited liability partnership, references to "director" should be read as if to a "member" (sections 345, 937 and 1152, Companies Act 2006).
  • In the context of Chapter 3 of Part 28 of the CA 2006 ("Squeeze-out" and "sell-out"), in relation to an offeror, it means a nominee of the offeror; a holding company, subsidiary or fellow subsidiary of the offeror or a nominee of such a holding company, subsidiary or fellow subsidiary; a body corporate in which the offeror is substantially interested; a person who is, or is a nominee of, a party to a share acquisition agreement with the offeror; or (where the offeror is an individual) that person's spouse or civil partner and any minor child or stepchild of that person (section 988, CA 2006). For further information see Practice note, Buying out minority shareholders.
  • In the context of the Insolvency Act 1986, in relation to an individual, it means the individual's husband, wife, civil partner or relative (including brothers, sisters, uncles, aunts, nephews and nieces, and former or reputed husbands, wives and civil partners), or the husband, wife or civil partner of a relative of the individual or the individual's husband, wife or civil partner. In relation to a partnership, it means any person with whom the person is in partnership, and the husband, wife, civil partner or relative of any individual with whom the person is in partnership. The term also includes an employee or employer. A company may be an associate of another company if the same person has control of both, or a person has control of one and that person's associates have control of the other (section 435, Insolvency Act 1986).
  • In the context of financial services and regulation (including the definition of "associate" in the Listing Rules), the glossary to the FCA Handbook sets out the full definition of associate.
  • In the context of tax, the term is used in the legislation relating to close companies in Part 10 of the Corporation Tax Act 2010. In relation to a person (P), associate means:
    • any relative or partner of P;
    • the trustees of any settlement in relation to which P is a settlor;
    • the trustees of any settlement in relation to which any relative of P is or was a settlor;
    • if P has an interest in any shares or obligations of a company which are subject to any trust, the trustees of that trust;
    • if P is a company and has an interest in any shares or obligations of a company which are subject to a trust, any other company which has an interest in those shares or obligations;
    • if P has an interest in any shares or obligations of a company which are part of the estate of a deceased person, the personal representatives of the deceased; or
    • if P is a company and has an interest in any shares or obligations of a company which are part of the estate of a deceased person, any other company which has an interest in those shares or obligations.
    (Section 448, Corporation Tax Act 2010.)