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Re-registration of a public limited company to a private and unlimited company—checklist This Checklist is a quick guide to the steps to be taken and the documents to be prepared in order for a public limited company to re-register as a private and unlimited company under Part 7 of the Companies Act 2006 (CA 2006), covering: • Preliminary considerations • Documentation • Meetings and procedures • Companies House filings and certificates • Cancellation of listing and trading—additional matters, and • Post-registration matters Preliminary considerations Step Notes/Resources Tick box when step complete or matter considered Is the company fully aware of the implications of the company becoming unlimited? In particular, the members and directors should be aware that:(1) an unlimited company is not required to file accounts with Companies House(2) an unlimited company is not restricted by capital maintenance rules, and, crucially(3) there is no limit on the liability of the members of an unlimited company, so the members must be willing to financially stand behind the company CA 2006,...
Reviewing board minutes—checklist STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. ECCTA 2023, Pt 1 contains a substantive package of proposals enhancing the role of Companies House and increasing the transparency of UK corporate entities. The provisions of the ECCTA 2023 come into force over an extended period. Many of the provisions in the legislation require detailed secondary legislation and guidance, and the construction of new technical processes and tools to implement the reforms. For more information, see Practice Notes: The Economic Crime and Corporate Transparency Act 2023—what Banking & Finance lawyers need to know, The Economic Crime and Corporate Transparency Act 2023—tracker and Corporate transparency reform—changes to company registers. Board minutes As part of the pre-completion process and satisfaction of the conditions precedent, lawyers acting for a lender in a typical financial transaction need to review the board minutes of the borrower, guarantor and any security provider. Following a board meeting of a company, the directors must...
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Maintaining the PSC register—flowchart View or print a full size PDF version: The flowchart summarises the main steps for a typical company in identifying people with significant control (PSCs) or relevant legal entities (RLEs) so as to update the company’s PSC register and provide details to the Registrar of Companies in relation to the central register. Note however that eligible Scottish partnerships (which are covered by the PSC regime) are not required to keep a PSC register of their own but are only required to deliver PSC information to Companies House for the central register. One of the corporate forms covered by the PSC regime until the end of the Brexit transition period was the Societas Europaea (SE). However any SE still registered in the UK at the end of transition period automatically converted into a UK Societas. For further details on the conversion of SEs to UK Societas see Practice Note: UK Societas. The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received
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Deemed domicile for tax from 6 April 2017 to 5 April 2025 STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime Finance Act 2025 (FA 2025) which received Royal Assent on 20 March 2025, implements legislation to abolish the remittance basis of taxation and replace it with a residence-based regime, commencing on 6 April 2025. FA 2025 also replaces domicile as the key factor in establishing liability to inheritance tax. Other changes include amendment of the rules determining excluded property status, the abolition of protected settlements status of offshore trusts, and changes to overseas workday relief. For information on these changes, see Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based regime for IHT from 2025–26. See also: Finance Bill Tracking Service: Key dates (Finance Bill 2025) and Finance Act 2025. At Summer Budget 2015, the government announced wide-ranging reforms to the deemed domicile rules and also to the excluded property rules...
IHT—anti-avoidance provisions FORTHCOMING CHANGE relating to changes to APR and BPR: At Autumn Budget 2024 on 30 October 2024, the government announced an intention to significantly reduce the amount of APR and BPR on qualifying property from April 2026. Subject to consultation (expected in early 2025), the 100% rate of relief will be restricted so that it will no longer apply to the whole value of the qualifying agricultural or business property, but will instead only apply to the first £1m of combined value. See News Analysis: Autumn Budget 2024—Private Client analysis—Inheritance tax. This Practice Note provides an overview of the main anti-avoidance measures that HMRC seek to rely on to prevent the avoidance of inheritance tax (IHT) in the UK. Note that the main body of the IHT rules is covered in several other Practice Notes. These are referenced where relevant. While not necessarily drafted as anti-avoidance provisions, there are various conditions and provisions which restrict the availability of IHT reliefs and exemptions (eg the requirements for...
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Explanatory note for a client's Will—fully discretionary STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime. Finance Act 2025 (FA 2025) which received Royal Assent on 20 March 2025, implements legislation to abolish the remittance basis of taxation and replace it with a residence-based regime, commencing on 6 April 2025. FA 2025 also replaces domicile as the key factor in establishing liability to inheritance tax. Other changes include amendment of the rules determining excluded property status, the abolition of protected settlements status of offshore trusts, and changes to overseas workday relief. For information on these changes, see Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based regime for IHT from 2025–26. See also: Finance Bill Tracking Service: Key dates (Finance Bill 2025) and Finance Act 2025. [Your ]Will—[explanatory note] This [explanatory note] explains the main provisions of your Will. Please read this [explanatory note] and your Will carefully. If, after reading this [explanatory note] and your Will, you conclude that...
Explanatory note for a client's Will—to spouse on flexible life interest trust with remainder on discretionary trust STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime. Finance Act 2025 (FA 2025) which received Royal Assent on 20 March 2025, implements legislation to abolish the remittance basis of taxation and replace it with a residence-based regime, commencing on 6 April 2025. FA 2025 also replaces domicile as the key factor in establishing liability to inheritance tax. Other changes include amendment of the rules determining excluded property status, the abolition of protected settlements status of offshore trusts, and changes to overseas workday relief. For information on these changes, see Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based regime for IHT from 2025–26. See also: Finance Bill Tracking Service: Key dates (Finance Bill 2025) and Finance Act 2025. [Your] Will—[name of testator]—explanatory note This explanatory note explains the main provisions of your Will. Please read this explanatory note and your Will carefully....
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Is there a difference between ‘I have read and understood the terms’ and ‘I accept the terms in a business to business contract’? The implications of using different terminology are likely to depend on the specific circumstances as interpreted by the relevant court. This Q&A considers the implications of using different terminology in a contract in the context of both contract formation and contract interpretation. Contract formation A contract will only be capable of being enforced if it an offer has been accepted. An acceptance is a final and unqualified expression of assent to the terms of an offer. This means that the following will not generally be sufficient to constitute acceptance: • mere acknowledgement of receipt of the offer • assent to an offer, which contains two alternative proposals • a request for information in relation to the terms of the offer For further guidance on offer and acceptance generally, see Practice Notes: Forming enforceable contracts—offer and Forming enforceable contracts—acceptance. Contract interpretation In interpreting a contract,...
Is it possible for the articles of association of a company to give a person, other than one of its members, the right to vote on a members' resolution? It is not possible for the articles of association of a company to validly give a person who is not either one of its members or acting on behalf of one of its members (ie as their proxy or corporate representative as permitted by the Companies Act 2006 (CA 2006)) the right to vote on a members' resolution. The members of a company are the subscribers to its memorandum of association and every other person who agrees to become a member of the company, and whose name is entered in its register of members. CA 2006, Pt 13 prescribes the types of members' resolutions that may be passed by a company and the way in which such members' resolutions may be passed. Those provisions override any contrary provisions in a company's articles, unless otherwise expressly stated in...
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A major legislative overhaul of workplace pensions is on the way with the publication of the long-awaited Pension Schemes Bill, a Bill which broadly aims to support working people plan for their retirement by making pensions simpler to understand, easier to manage, and drive better value over the long term. The Bill had its first reading in the House of Commons on 5 June 2025, with the second reading giving the opportunity for Parliament to debate the provisions of the Bill. The Bill is expected to receive Royal Assent in 2026 and several consultations are expected to be undertaken in relation to its provisions both before and after Royal Assent. Clive Weber of Wedlake Bell, Richard Evans of Herbert Smith Kramer LLP, Rosalind Connor of Temple Bright, Michael Jones and Sarah Swift of Eversheds Sutherland, and Sarah Hickling of Baker & McKenzie LLP comment on the Bill below.
This week's edition of Pensions weekly highlights includes a review of key news stories, as well as dates for your diary and trackers.
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