In practice, there are different ways in which a UK tax resident company (or group of companies) might migrate from the UK (or reorganise itself so as to achieve a similar result from a tax perspective). As explained further in Practice Note: Company migration or corporate inversion—how to change tax residence in practice, these include: • direct emigration—whereby a UK tax resident company shifts its tax residence outside of the UK, and • corporate inversion—whereby a new, non-UK resident, holding company is inserted above the existing UK parent company of a corporate group This Checklist outlines the points that must be considered on direct emigration, when a company is migrating from the UK by shifting its tax residence from the UK to another jurisdiction. The UK corporation tax exit charges arising as a result of direct emigration, and post-migration UK tax considerations, are considered more fully in Practice Note: Consequences of company migration—UK exit charges and post-migration UK tax considerations. Checklist of key points prior to corporate migration Point Comment and references Response If

A corporate opportunity is a business opportunity that properly belongs to a company, rather than to its directors or senior executives personally. It commonly arises where a director becomes aware, through their office or access to confidential information, of a transaction, contract, asset, venture or strategic prospect that the company could reasonably be expected to pursue.Across England & Wales, Scotland, Northern Ireland and Ireland, “corporate opportunity” is mainly a case law concept linked to directors’ fiduciary duties to avoid conflicts of interest and not to profit from their position without informed consent. It is not usually defined in statute, but in the UK it underpins duties in the Companies Act 2006 (for example, sections 175 and 176).Key issues are whether the opportunity falls within the company’s existing or contemplated business, whether the company has the financial and practical ability to exploit it, and whether the director is using company information or property. Improper appropriation of a corporate opportunity can lead to remedies such as an account of profits, constructive trust, damages, injunctions and disqualification of directors.

The principal corporate documents required for a corporate real estate (CRE) joint venture transaction involving the development of a property are: • the joint venture agreement (JVA), and • the articles of association of the joint venture company (JVC) Additional documents that will be required are: • the property sale agreement, see for eg Precedents: Contract for sale—freehold vacant possession conditional on planning and Contract for sale—leasehold vacant possession conditional on landlord’s consent • the development funding agreement, see Practice Note: Real estate finance—development facilities—key features • development management agreement, see Precedent: Development management agreement Brexit impact For information on the potential effect that Brexit might have on CRE corporate joint ventures and the possible implications on the drafting, negotiation and enforceability of CRE JVAs, see Practice Notes: Brexit—impact on corporate joint ventures and Brexit—drafting boilerplate clauses [Archived]. Property joint ventures A property development joint venture allows the parties to it to: • share risk and also to place specialist risk with the relevant joint venture party, eg placing such risk with a developer • gain access

Purpose of checklist The purpose of this checklist is to illustrate the sorts of considerations which need to be borne in mind, and on which client instructions will need to be obtained, when drafting a joint venture agreement (JVA) and articles of association for a corporate real estate transaction. For additional key issues to consider generally when drafting a JVA, see Checklists: Corporate joint venture preliminary issues—checklist and Joint venture shareholders’ agreement—checklist. See also Practice Note: Property Joint Ventures—general issues for a list of commercial issues that the joint venture parties will need to consider when forming a property joint venture (JV). Typically corporate real estate JVs involve a JV between parties that have the ability to source real estate (one party possibly owning and contributing to the joint venture company (JVC) the property which is to be developed), the ability to provide material capital to the JVC, the ability to provide or procure debt financing (in order to finance the development of the property) and the expertise necessary to develop and/or manage the property. The

It is possible for a non-UK incorporated company to redomicile to the UK. Depending on what is permitted under the laws of the non-UK company’s jurisdiction of incorporation, this can potentially be done either by way of what is typically called a corporate inversion, where a new UK incorporated holding company is inserted above the existing non-UK company, or by way of a direct emigration, where the non-UK company shifts its tax residence to the UK. A corporation is domiciled in the country under the law of which it is incorporated, akin to the approach in relation to individuals (see: Domicile of corporations: Halsbury's Laws of England [767] and see also the case of Gasque v IRC). A company formed under the Companies Act 2006 has an English domicile if registered in England, and a Scottish domicile if registered in Scotland. Unlike an individual, it cannot directly change its domicile, even if it carries on business elsewhere. The UK will therefore not re-register incoming companies and does not let existing

The table below tracks the significant legislative and regulatory focus on developments in corporate reporting and audit relating to climate change and environmental sustainability in England and Wales. To track EU developments in this area, see: EU environment tracker 2025—sustainability and ESG and EU ESG and sustainability—key developments tracker. In addition, the following Practice Notes provide substantive information on the climate-related corporate reporting regime: • CSR, ESG and human rights reporting and initiatives • TCFD recommendations and other ESG reporting frameworks, standards and benchmarks [Archived] • Investor group guidance on environmental, social and governance (ESG) issues • The strategic report • The directors' report • Voluntary environmental, social and corporate governance (ESG) reporting 2026 Date Issuing body Document(s) Description 19 May 2026 Financial Services Regulatory Initiatives Forum Regulatory Initiatives Grid, May 2026 The FCA stated in the Regulatory Initiatives Grid that it aims to publish a Policy Statement on CP26/5 in Autumn 2026 25 February 2026 UK government Finalised UK Sustainability Reporting Standards: UK SRS S1 and UK SRS

If a corporation is a member of a company, it may by resolution of its directors authorise a person or persons to act as its representative or representatives at any meeting of the company. A corporate representative is entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of the company. A corporation may appoint any number of corporate representatives. Unlike proxies, a corporation is not subject to any limitation on the number of corporate representatives it appoints (so, in theory, it could appoint more corporate representatives than shares it holds). See proxy below, and see also: Calling a general meeting—overview.

Corporate Crime analysis: What corporate responsibilities exist in relation to preventing modern slavery? Sean Nesbitt, partner at Taylor Wessing LLP, points out that the fissures in responsibility and accountability associated with the increasing use of extended supply chains and indirect labour mean that there are, in effect, liability gaps.

Restructuring & Insolvency analysis: In Re Mannarest Ltd the High Court made an order under paragraph 38 of Schedule B1 (Sch B1) to the Insolvency Act 1986 (IA 1986) which placed a company in liquidation into administration so that it’s eventual rescue could be achieved. This was pursuant to a plan which involved settlement of all (barring one postponed creditor) creditor claims and expenses of the liquidation, so that the company could retain ownership of an asset which was intended to be developed and sold. It is (so far as the author is aware) the first reported decision on IA 1986, Sch B1, para 38. Written by Govinder Chambay, barrister at Guildhall Chambers.

An aspect of governance'>corporate governance (and shareholder stewardship) whereby an organisation aims to create a positive impact through its commercial activities on its environment, consumers, employees, and other stakeholders. Also known as corporate responsibility or corporate citizenship.

An aspect of governance'>corporate governance (and shareholder stewardship) whereby an organisation aims to create a positive impact through its commercial activities on its environment, consumers, employees, and other stakeholders.

An aspect of governance'>corporate governance (and shareholder stewardship) whereby an organisation aims to create a positive impact through its commercial activities on its environment, consumers, employees, and other stakeholders.