This Practice Note provides a navigational guide to Corporate content and resources that may be of particular interest to in-house lawyers. Keeping up-to-date Current awareness service News and other items of topical interest are available via the daily email alerts, which can be set up via the ‘Alerts’ section (on the top right) within the Corporate homepage. Our News tab contains: • news stories, case digests and legislation updates • news analysis pieces written by external practitioners, members of the Corporate team, and other practice area teams (where relevant for corporate lawyers) • the Corporate and Market Standards weekly highlights newsletters • daily Market Standards round-ups, listing announcements of the latest public company deals We also publish a weekly highlights newsletter highlighting the latest news stories (organised on a topic basis), as well as upcoming dates for the diary and details of newly-published and updated content. See: Corporate weekly highlights—overview. Horizon scanning In correlation with daily news updates and our weekly highlights newsletter, see Practice Note: Corporate horizon scanning—2026 and beyond, which tracks legal developments

Introductory materials The Corporate practice area offers a range of introductory resources which may be particularly useful for students and law faculty tutors looking to find accessible content on a new topic quickly, including: • Corporate—new starter guide—this guide is both a navigational aide to the wide range of resources available within the Corporate practice area, as well as providing a brief overview of the main subject areas • Forms of business vehicle—fundamentals—this note considers the different available forms of business vehicle in the UK with links to relevant material, and includes summaries of the key features of the most common forms of business vehicle (limited companies, general partnerships and limited liability partnerships) • Company secretarial resources—another navigational resource to the significant content available in the context of company secretarial work • Separate legal personality and the corporate veil—a Practice Note exploring the fundamental foundations of corporate identity Companies Act 2006 resources Useful access points to the Companies Act 2006 (CA 2006) and associated explanatory notes include: • CA 2006 • Companies Act 2006 explanatory notes • Companies

This Practice Note is an introduction to corporate and company law (together ‘Corporate’) for trainee solicitors and those who are new to the Corporate practice area. It focuses on the basic concepts and includes links to Lexis+® resources which provide further information on the topics covered. You can also refer to the Overviews in each of the subtopics which summarise the law relating to a particular issue or aspects of Corporate transactions, providing links to relevant content within the subtopic to help navigate the area. Overviews along with further practice area content can be found when viewing subtopics in Corporate ‘Topics & Tasks’. Where something is not covered by this basic guide, use the Topics tab or Topics dropdown menu to browse further practice area content. For information on the team of experienced lawyers and expert authors who contribute to the Corporate module, visit the Corporate experts page. Companies and other forms of business vehicle To decide on which form of business vehicle to choose from, a number of different legal, tax and commercial issues, and their advantages

The following Corporate resources, providing useful practical commentary, legislation, rules and guidance for Corporate lawyers, whether in private practice or in-house, are available in Lexis+® UK. They are referenced and linked to in the Corporate content in Lexis+® UK. Please note, however, the titles listed can only be accessed with the relevant Lexis+® UK subscription(s). General company law Title Summary Who should use this resource? Boyle and Birds' Company Law A leading textbook in company law which combines a comprehensive and authoritative exploration of law and practice with examination of theoretical issues. Lawyers advising on general company law. Buckley on the Companies Acts A leading reference source for company law since first published in 1872. Buckley is an essential source of up-to-date information for both practitioners and academics, containing extensive annotation and detailed expert commentary on the Companies Act 2006 and other companies legislation. Lawyers advising on general company law. Butterworths Company Law Handbook The essential company law reference work, setting out the full texts of the most important statutes, statutory instruments and EU and assimilated

This Practice Note deals with the administration of a claim for both group relief for current year losses and carried-forward losses. The administration of a claim for consortium relief is not dealt with specifically in this Practice Note, but the process is the same as for group relief save that requirements have to be satisfied in respect of the consortium companies—for more, see Practice Note: Consortium relief—Administration of claims for consortium relief and the relevant further reading links to Tolley's Corporation Tax Annual and to Simon’s Taxes. The surrender of group relief to a parent entity in the corporate group could constitute a distribution for company law purposes. For further information, see When company law attacks: group relief traps (2025): Tax Journal, Issue 1732, 10. Conditions for claiming group relief Where a company (the surrendering company) has a loss or other amount that can be surrendered for group relief in an accounting period (the surrender period), it can surrender the loss as group relief and another company (the claimant company) can claim the relief as

This Practice Note explains the tax treatment of carried-forward income losses for corporation tax purposes. The rules governing the use of carried-forward income losses were reformed by Finance (No 2) Act 2017 (F(No 2)A 2017). The reforms resulted in two separate regimes, such that, broadly speaking: • if a company incurs a loss on or after 1 April 2017 (post-1 April 2017 losses) those losses can, generally, be carried forward and set off against its total profits arising in future accounting periods. In addition, post-1 April 2017 losses which are carried-forward can be surrendered by way of group relief. This is often referred to as the ‘loss relaxation’ • if a company incurred a loss prior to 1 April 2017 (pre-1 April 2017 losses) those losses can, generally, only be carried forward and set off against future profits of the same type. For example, a company with a trading loss that arose prior to 1 April 2017 and which is not relieved in the same accounting period can carry that loss forward to subsequent

The table below provides a high-level summary of the different ways in which a company can obtain relief for certain corporation tax losses. Relief for corporation tax losses is in all cases limited by certain conditions, exclusions and anti-avoidance rules. These are discussed in more detail in the Practice Notes referred to in the table. The rules applicable to corporate carried-forward income losses were significantly amended with effect from 1 April 2017. The changes introduced: • a loss relaxation—this allows most carried-forward income losses arising from 1 April 2017 to be used more flexibly against the total taxable profits, rather than particular types of profits, of a company and to be surrendered as group relief, and • a corporate income loss restriction (CILR)—this imposes a limit, of broadly 50%, on the amount of total profits arising on or after 1 April 2017 that can be relieved by carried-forward income losses. The loss restriction applies to both post-1 April 2017 losses and pre-1 April 2017 losses A similar loss restriction was introduced for carried-forward (allowable) capital losses with

This Practice Note explains how a company that has incurred a loss in a trade in an accounting period can relieve that trading loss. As explained in more detail below, the trading loss can be: • set off against the company’s current year profits (current period loss relief) • carried back and set off against profits of prior accounting periods (carry back loss relief) • surrendered by way of group relief or consortium relief • carried forward for relief against profits arising in a later accounting period (carried-forward loss relief), or • carried forward and surrendered by way of group relief for carried-forward losses There are also special rules, known as terminal loss relief, which apply if a company makes a loss in an accounting period in which it ceases to trade. This Practice Note describes the rules governing: • current period loss relief • carry back loss relief • the administration of current period and carry back loss relief • carry forward loss relief • terminal loss relief, and • the anti-avoidance rules

Corporation tax deduction for costs incurred in setting up and operating employee share schemes Costs incurred in setting up and operating an employees’ share scheme may be deductible for corporation tax (CT) purposes either under a specific legislative provision or under the general provisions dealing with corporate expenditure. The deductibility of these costs will depend upon the type of employee share scheme the company operates. For further general details on corporation tax, including details of the rates and applicability, see Practice Note: What is the basis of corporation tax? Specific legislative provisions Share incentive plans (SIPs) A share incentive plan (SIP) is a tax-advantaged employee share scheme arrangement that allows employees to acquire shares in their employer (or their employer's parent company) that are held in a SIP trust for a period of time. For further information on SIPs, see Practice Note: What is a share incentive plan? An employer company is allowed a deduction for CT purposes in respect of • expenses incurred in setting up a Schedule 2 SIP

With effect from 1 January 2016, banking companies and building societies have been required to pay a surcharge on their taxable profits (subject to a number of adjustments), in addition to the main rate of corporation tax, subject to an annual allowance. The surcharge was initially set at 8%, but this was reduced to 3% from 1 April 2023. On top of the bank levy, the restriction of carried-forward losses, and the non-deductibility of compensation payments, the surcharge is another measure that has increased the tax and compliance burden on banks. However, the introduction of the surcharge was linked to a gradual reduction in the headline rate of the bank levy. Alongside Autumn Budget 2024, the government published a Corporate Tax Roadmap setting out its plans for corporation tax and other taxes over the course of the current parliament. The Roadmap states the following in relation to the surcharge and the bank levy: The banking sector is subject to two sector-specific taxes – the Bank Levy and the Bank Corporation Tax Surcharge – that together raise

This Practice Note looks at the meaning of connected persons within sections 1122 and 1123 of the Corporation Tax Act 2010 (CTA 2010). An almost identical definition for income tax purposes is contained within section 993 of the Income Tax Act 2007 (ITA 2007). CTA 2010, ss 1122 and 1123 set out: • when a company is connected with another company • when a company is connected with another person • when an individual is connected with another individual • with whom a trustee of a settlement is connected, and • with whom a partner in a partnership is connected Why is the definition of connected persons important? The term ‘connected persons’ is applied in various corporation tax and other tax provisions including: • throughout the Corporation Tax Acts (although a modified definition applies for specific parts) • for stamp duty land tax (SDLT), land transaction tax (LTT) and land and buildings transaction tax (LBTT) purposes, and • in relation to the market value rules applicable for stamp duty and stamp duty reserve tax (SDRT) purposes It

A person is said to have corporeal chattels when he has not only the right but also the actual enjoyment of the chattels while a person who has merely a bare right to enjoy such chattels is said to have incorporeal chattels.