This Practice Note deals with the specific tax meanings of companies with investment business and investment companies, rather than any more generic usage of investment company (for example in the context of Family investment companies) or other entities such as investment trust companies, for which see: Tax and investment trusts—overview. What is a company with investment business? A company with investment business is a company whose business consists wholly or partly of making investments. This definition can be divided up into its parts: • company—means any body corporate or unincorporated association, but excludes partnerships, co-ownership schemes (as defined in section 235A of the Financial Services and Markets Act 2000 (see Practice Note: Authorised contractual schemes (ACSs)), local authorities and local authority associations (see Practice Note: What is the basis of corporation tax?) • business—the making of investments must actually form a business activity. The putting of cash on deposit earning interest whilst the company decides what stock to buy next will not constitute a business • wholly or partly—this means that a company which carries

A reference to the right of an employee to be accompanied by a work colleague or Trade Union Official to certain formal meetings, for example a disciplinary hearing or a redundancy meeting.

Company denotes an association of individuals formed together for some common purpose.

‘Relevant persons’ for the purpose of the Money Laundering Regulations 2007 (MLRs) The Money Laundering Regulations 2007, SI 2007/2157 (MLRs 2007) apply to the following legal or natural persons acting in the course of business carried on by them in the UK as defined in MLR 2007, SI 2007/2157, reg 3: • credit institutions • financial institutions • auditors, insolvency practitioners, external accountants and tax advisers • independent legal professionals • trust or company service providers • estate agents • high value dealers • casinos MLR 2007, SI 2007/2157, reg 4 outlines exclusions to the rule and discusses a range of persons and activities. It may also be useful to view Practice Note: Introduction to the UK AML/CTF legal and regulatory framework for financial services for further insight. Customer due diligence As required by MLR 2007, SI 2007/2157, reg 7(1), a relevant person must apply

This Q&A applies where: • A, B and C are all members of the same group of companies for stamp duty land tax (SDLT) purposes, and • B and C do not acquire any rights under the contract between the third party and A (ie the transfers to B and C are free-standing transfers for the purposes of Schedule 2A to the Finance Act 2003 (FA 2003)) For SDLT purposes, relief for sub-sales comes within the rules on pre-completion transactions (PCTs) under FA 2003, Sch 2A. The rules apply where: • a person (the original purchaser) enters into a contract (the original contract) for the acquisition by that person of a chargeable interest under which the acquisition is to be completed by a conveyance, and • there is a PCT A transaction is a PCT if: • as

Para C4.5 of Workers and Temporary Workers: guidance for sponsors part 3: sponsor duties and compliance states as follows: 'C4.5. Where there is a change in direct ownership of your organisation or business – for example, if it is sold as a going concern, or a share sale results in the controlling number of shares being transferred to a new owner – your sponsor licence will be either revoked or, if sponsored workers have transferred to another sponsor’s licence, made dormant. The new owners must then apply for a new sponsor licence, if they don’t already have one, if they wish to continue employing any workers you were sponsoring.' The Sponsor Guidance sets out the various steps that must then be

We have assumed in this Q&A that Company A is not ultimately owned, wholly or partly, by institutional investors, and that therefore the special rules applying to ‘qualifying institutional investors’ in paragraphs 3A, 3B and 8A of Schedule 7AC to the Taxation of Chargeable Gains Act 1992 (TCGA 1992) do not apply. We have further assumed that Companies B and C would satisfy the trading status test in TCGA 1992, Sch 7AC, para 19: ie broadly they are both trading companies (or are holding companies of trading subgroups) and have been so for at least a year before the disposal. For the substantial shareholdings exemption (SSE) to apply to the disposal by Company A

UK jurisdiction There is no UK court; the courts for the UK are those in the three different jurisdictions, being England and Wales, Scotland and Northern Ireland. The UK jurisdiction clause may therefore be problematic in determining which court has jurisdiction. For guidance on determining jurisdiction within the UK, see Practice Note: Allocation of jurisdiction within the UK courts. Can Company A be served with the claim form at its UK offices? It has been assumed that the courts of England and Wales have jurisdiction to determine the dispute. The rules on service can be difficult to navigate and parallel regimes are set out in the Companies Act 2006 and in CPR 6. The application of the rules

Enforcement—general Generally, a creditor’s rights of enforcement will be expressly provided for in the debenture itself (together with the instrument creating or evidencing the secured liabilities) and therefore, how and when a creditor can enforce its security will usually be a matter of construction of those documents. Implied powers of enforcement are rarely relied upon and usually only help where the secured liability has become payable (see Commentary: Part 2: When can the creditor exercise his powers?: Taking Security [9.27]). See Practice Note: Enforcement—debentures and floating charges. Appointment of administrators For information on appointment of administrators, see Practice Notes: • Out-of-court administrator appointments—who can appoint and in what circumstances? • Out-of-court administration appointments—the procedure You

The Landlord and Tenant Act 1987 (as amended) (LTA 1987) provides the right of first refusal to qualifying tenants of a building where the landlord wishes to dispose of its interest in the property in which those tenements are comprised. Where the right arises, most disposals, including a sale on the open market, to an identified purchaser or at auction, will trigger the right. The landlord is obliged by LTA 1987, s 5 to send notice to the qualifying tenants informing them of the price (or, where the property is to be sold at auction, that this is the case and of their right to

Where a party owns land with the potential for development, and wishes to retain a financial interest in the uplift in value of that land in respect of that future development, but also wishes to dispose of the land, it is common for the transferor and the transferee to enter into an overage agreement. Such an agreement is a contract that provides that the transferee (or its assigns) will pay to the transferor a sum calculated by a formula (usually a fixed percentage of the increase in the value of the land in a developed state, or if planning permission is obtained) on the happening

Information Law analysis: This decision of the High Court arose out of a claim for misuse of confidential information brought against a company and three of its directors. At the original trial, judgment had been given against the company and two of the directors but the other director, Mr Timol had been held not liable. The Court of Appeal had ordered a re-trial of the claim against Mr Timol following late disclosure of relevant documents. At the re-trial, Mr Timol was held personally liable for breach of confidence. He was so found because having received confidential information in circumstances importing a confidentiality obligation on him, his misuse of that information, even if he was not conscious of that use, was a breach of that obligation. Knowledge of wrongdoing was not relevant in this situation. Written by Mark Snelgrove, consultant and IP solicitor at Potter Clarkson LLP.