Beneficial ownership registers for Private Client

Individuals, trustees, personal representatives and their advisers are subject to increasingly numerous and far reaching compliance and regulatory obligations. While seeking to navigate the regimes aimed at increasing transparency and minimising tax evasion worldwide, at the same time as ensuring compliance with data protection rules, trustees must have regard to their fiduciary duties and other trust law principles, such as confidentiality.

In 2014, the G20 countries agreed high-level principles on beneficial ownership transparency. This has led to the creation of different registers recording the beneficial ownership of assets.

For guidance on beneficial ownership registers which may be relevant to Private Client practitioners, see Practice Note: Beneficial ownership registers—private clients and trusts.

Register of persons with significant control (PSC)

To implement the G20 agreed principles in the UK, the government introduced the Small Business, Enterprise and Employment Act 2015 which, together with secondary legislation and by amendments to the Companies Act 2006, requires most UK companies to collect information and keep a register of people who have significant control over a UK company (PSC register) from 24 July 2018, in the same way as they keep

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Market value, distributions and notional transactions—key SDLT lessons from Tower One St George Wharf Ltd v HMRC

Tax analysis: In Tower One St George Wharf Ltd v HMRC, the Court of Appeal considered the basis on which stamp duty land tax (SDLT) should be assessed and whether that resulted in SDLT being paid on the market value, the actual consideration paid, or on some other basis for a complex transaction within a corporate group. The taxpayer argued that the ‘Case 3’ exception under section 54(4) of the Finance Act 2003 (FA 2003) applied, which would result in SDLT being charged on the actual consideration. HMRC argued that the exception did not apply, which would result in SDLT being paid on the market value of the property. Alternatively, HMRC argued that if the exception did apply then the anti-avoidance provisions at section 75A FA 2003 applied, potentially resulting in an even higher SDLT charge. The Court of Appeal held that although the Case 3 exception applied, the anti-avoidance provision in FA 2003, s 75A also applied. This resulted in SDLT being assessed on an aggregate amount that was even higher than the property's market value (although HMRC did not seek to increase its assessment beyond market value). Therefore, the appeal was dismissed. As explained by Jon Stevens, partner, and Rory Clarke, solicitor, at DWF Law LLP, this decision deals with the interaction of a number of complex SDLT provisions and clarifies the SDLT provisions relating to transfers to connected companies and the SDLT anti-avoidance provisions, with implications for corporate structuring and tax planning.

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