Companies

A company is a separate legal entity, distinct from its members. It is owned by its members (also known as shareholders) and it is managed by its directors. It is regulated by the Companies Act 2006 (CA 2006).

The types of company that can be incorporated under CA 2006 are:

  1. a public company limited by shares (a public company must have shares and cannot be limited by guarantee or unlimited)

  2. a private company limited by shares

  3. a private company limited by guarantee (which are primarily used by charities and other not-for-profit organisations—see Practice Note: Companies limited by guarantee), and

  4. an unlimited company (which are relatively rare—see Practice Note: Unlimited companies)

Incorporation

A company is formed by one or more persons (the subscribers):

  1. subscribing their names to a memorandum of association, and

  2. complying with the registration requirements set out in CA 2006

The company is incorporated when the Registrar of Companies issues it with a certificate of incorporation.

A person wanting to set up a company has the following options:

  1. they can incorporate a new

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All in? Court confirms when a settlement is 'made' for the purposes of excluded property (Accuro Trust (Switzerland) SA v The Commissioners for HMRC)

Private Client analysis: This case considered the meaning of 'relevant property' under the settlements regime of the Inheritance Tax Act 1984 (IHTA 1984) and, in particular, the time at which this definition is to be tested. The question arose as to whether the trustees of an offshore trust established by a non-UK domiciled settlor were subject to the UK settlements regime in respect of property added to the trust after the settlor became deemed domiciled in the UK, or whether they were exempt from such charges as the trust consisted solely of excluded property. The First-tier Tribunal (FTT) held that whether trust property is excluded property is based on the status of the trust at the time that it was established, not at the time that the property in question was added to the settlement. As a result, the trust in this case did consist solely of excluded property and no inheritance tax (IHT) charges arose as a result of either the ten-year anniversary or capital distributions. The FTT was also asked to consider whether their jurisdiction was appellate, or supervisory only. The FTT held that, while their jurisdiction was supervisory, the questions raised by the trustees were relevant in establishing whether HMRC had acted reasonably and that the outcome (ie that the paid IHT should be refunded and that no further IHT was due) would be the same in either case. Written by Katherine Willmott, senior associate solicitor at Foot Anstey LLP.

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