Companies Act 2014 section 299

Exemption from consolidation: holding company that is subsidiary undertaking of undertaking registered in EEA

Section 299 sets out the conditions under which a holding company that is itself a subsidiary of an EEA-registered parent undertaking may claim exemption from preparing group (consolidated) financial statements.

• A holding company (the "lower holding company") owned by an EEA parent may be exempt from preparing group financial statements, provided it is wholly owned, or the parent holds over 90% with remaining shareholder approval, or the parent holds over 50% and minority shareholders have not requested consolidation
• Several conditions must be met: the lower holding company must be included in the EEA parent's consolidated accounts, those accounts must comply with the EU Accounting Directive or IFRS, and the exemption must be disclosed in the lower holding company's own financial statements along with details of the parent undertaking
• The lower holding company must file copies of the parent's consolidated accounts, consolidated annual report, and auditors' report with the Registrar within the normal filing deadline for its own entity financial statements
• When calculating ownership percentages, shares held by or on behalf of the parent's wholly owned subsidiaries are attributed to the parent, and directors' qualifying shares are disregarded when determining whether a company is wholly owned