Taxes Consolidation Act 1997 section 431

Certain companies with quoted shares not to be close companies

Section 431 sets out the conditions under which a quoted company is not treated as a close company by reason of public shareholding, and defines key terms including "principal member" and shares "held by the public".

• A company is not a close company if at least 35% of its voting power is unconditionally and beneficially held by the public, and the shares have been dealt in and quoted on a recognised stock exchange in the preceding 12 months.
• This exemption is lost if the company's principal members — broadly, the five largest voting shareholders each holding more than 5% — together hold more than 85% of the voting power.
• Shares are treated as held by the public if owned by a non-close company or held in trust for a Revenue-approved pension scheme, provided they do not form part of a principal member's holding.
• Shares held by directors, their associates, companies under their control, associated companies, or employee/director benefit funds are not regarded as held by the public.