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Practice notes
A guide to share purchase agreementsThis Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited...
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19th May
Practice notes
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
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19th May
Practice notes
Tailoring a shelf companyA person wishing to set up a new company has the following options:•they can incorporate a new company in accordance with the...
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19th May
Practice notes
Alternate directorsThis Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and...
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19th May
Practice notes
Non-executive directors—independenceThe concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board...
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Produced in partnership with Advanced Boardroom Excellence 19th May
Practice notes
G20/OECD Principles of Corporate GovernanceThis Practice Note discusses the Principles of Corporate Governance (Principles) published by the Group of...
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Produced in partnership with Professor Brenda Hannigan of University of Southampton 19th May
Practice notes
The Prospectus Regulation—key changes in comparison to the Prospectus Directive regimeThis Practice Note provides an overview of the implementation of...
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19th May
Q&As
Can a capital contribution/gift by a shareholder be treated as distributable reserves?The issue is whether capital contributions or gifts by a...
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Produced in partnership with Brenda Hannigan of Southampton University 19th May
Practice notes
The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...
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Produced in partnership with Mr Darragh Connell of Forum Chambers 19th May
Practice notes
Sub-division and consolidation of sharesIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period...
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19th May
Practice notes
Insider listsThis Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope...
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19th May
Practice notes
General meetings—notice requirements for private and unlisted public companiesA general meeting must satisfy certain requirements set out in the...
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19th May
Practice notes
Notifying changes in share capital to Companies House—statement of capitalCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some...
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19th May
Q&As
Will a redesignation of shares constitute a variation of class rights?A redesignation of shares involves a change in the name of some or all of a...
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Produced in partnership with Julian Henwood of Gowling WLG 19th May
Q&As
What is the process for a redesignation of shares?This Q&A examines how a company may carry out a redesignation of shares, meaning a change in the...
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19th May
Practice notes
Financial assistance—a quick guideThe Companies Act 2006 (CA 2006) prohibits: •a public company (or its subsidiary) from giving financial assistance...
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19th May

Most recent Tax content

Precedents
Stamp duty adjudication letterHMRC—Stamp Office[Insert HMRC Stamp Office email address][Insert date]Dear [insert organisation name]Purchase of shares...
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24th Sep
Practice notes
How are individuals taxed on distributions received from companies?This Practice Note explains the rules that apply to distributions made to UK...
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21st Sep
Precedents
Tax covenant—single corporate seller—buyer and seller wordingIP COMPLETION DAY: The Brexit transition period ended at 11pm on 31 December 2020. At...
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19th Aug
Precedents
Tax covenant—short form—buyer and seller wordingIP COMPLETION DAY: The Brexit transition period ended at 11pm on 31 December 2020. At this time...
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19th Aug
Precedents
Tax covenant—multiple individual sellers—buyer and seller wordingIP COMPLETION DAY: The Brexit transition period ended at 11pm on 31 December 2020. At...
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19th Aug
Practice notes
UK real estate investment trusts (REITs)—summaryFORTHCOMING CHANGE: Finance Bill 2022 will amend the real estate investment trust (REIT) regime. The...
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Produced in partnership with Martin Shah of Simmons & Simmons and Charles Goddard of Rosetta Tax 16th Aug
Practice notes
Why have a tax covenant?It is market practice for a tax covenant, also known as a tax deed, to form part of the transaction documents in respect of a...
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15th Aug
Practice notes
Substantial shareholdings exemptionThe substantial shareholdings exemption (SSE) is an exemption from corporation tax on chargeable gains for certain...
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15th Aug
Practice notes
Share sale or asset sale—tax considerationsThe sale of a company's business can be structured as either:•a sale of assets owned by the company (an...
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15th Aug
Practice notes
Key tax considerations in an asset saleThe sale of a company's business can be structured as either:•a sale of the business assets owned by the...
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Produced in partnership with Mark Simpson of Squire Patton Boggs (UK) LLP 15th Aug
Practice notes
Tax warranties on a share saleWhen a person (the Buyer) buys a company, rather than the assets of a business, all of the historic liabilities of that...
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15th Aug
Practice notes
CGT—business asset disposal relief (formerly entrepreneurs' relief)Business asset disposal relief (BADR), which was called entrepreneurs' relief for...
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Produced in partnership with Satwaki Chanda 15th Aug
Practice notes
Stamp duty and SDRT on the sale of certificated registered UK sharesFORTHCOMING CHANGE relating to electronic stamping becomes permanent on 19 July...
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15th Aug
Precedents
Client letter explaining the tax covenant and the tax warranties[Law firm’s letterhead][Addressed to client]Acquisition by [name of buyer] (the Buyer)...
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15th Aug
Practice notes
Tax issues on share buybacks for corporate lawyersA limited company may buy back its own shares, if certain conditions set out in the Companies Act...
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12th Aug
Q&As
On a wait and see application, when the stock transfer forms are provisionally stamped, can you update the register of members or do you need to wait...
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31st Jul
Practice notes
Insuring tax risk in transactionsDeal makers may look to insurance to manage a variety of risks inherent in transactions. In many situations, tax risk...
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Produced in partnership with Mary Duffy of AIG 31st Jul

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