Private Client analysis: This case addresses whether a company’s purchase of shares from a majority shareholder qualified for capital gains tax treatment under section 1033 of the Corporation Tax Act 2010 (CTA 2010). The First-tier Tribunal allowed the taxpayer’s appeal, finding that the share buyback was ‘wholly or mainly for the purpose of benefiting’ the company’s trade, despite HMRC’s attempt to treat it as a distribution. The Tribunal took a pragmatic approach, considering the share purchase as part of a broader exit arrangement that would benefit the trade by resolving management disputes and enabling necessary business investments. Importantly, the Tribunal clarified that the company’s purpose, not the shareholder’s motives, is key when applying s 1033, and that the trade benefit can be achieved through the purchase in conjunction with other actions. The case offers valuable guidance on share buybacks, particularly where management disputes impede business development. Practical implications written by Rory Mullan KC of 15 Old Square Chambers.

The bringing to an end of a valid civil partnership between two people of the same sex

Bona vacantia means ‘goods without an owner’. Section 1012 of the Companies Act 2006 (CA 2006) provides that any assets which have not otherwise been disposed of and remain in the ownership of the company at the time of dissolution of a company pass to the Crown bona vacantia. This Practice Note considers enforcement of security (by way of sale by the mortgagee or appointment of a receiver) over property which has vested in the Crown bona vacantia. It looks at bona vacantia property, disclaimer, escheat, involvement of the Crown/ Government Legal Department and HM Land Registry guidance. How is a company struck off? Broadly speaking, a company can be struck off the register of companies in two ways: • voluntarily by application of the directors • by the Registrar of Companies—the Registrar is able to strike off and dissolve companies that the Registrar believes are not carrying on business. Often, this will be because the company fails to file statutory information by a given deadline, eg annual accounts. The Registrar also has

As soon as a company’s affairs are fully wound up, the liquidator must make up an account of the winding up, showing how it has been conducted and how the company’s property has been disposed of. The liquidator must send a copy of the account to members of the company and the Registrar of Companies within 14 days beginning with the day on which the account is made up. Prior to the above step, the liquidator must deliver a notice to the company’s members accompanied by the proposed final account giving them a minimum of eight weeks’ notice of the specified date on which the liquidator intends to deliver the final account. The notice must inform members that when the company’s affairs are fully wound up the liquidator will make up the final account and deliver it to the members and when the final account is delivered to the Registrar

Compulsory liquidation or winding up by the court Where the Official Receiver is appointed On the making of a winding-up order by the court, the official receiver (OR) is appointed as liquidator. When the OR has completed their enquiries and is satisfied that the winding up is for practical purposes complete, they may submit a notice to the registrar of companies stating that the winding up by the court is complete. Completion of a winding up occurs when the liquidator gets as far as they can to wind the affairs of the company up. The company will be dissolved three months after the notice is registered by the registrar of companies. In accordance with Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024, r 7.70, the OR must deliver notice of intention to dissolve to creditors before giving notice to the Secretary of State under section 174(3) of the Insolvency Act 1986 (IA 1986) that the winding up is for practical purposes complete. The

This checklist sets out the key issues to consider when a general partnership is to be dissolved. It considers the relevant legal, regulatory and practical issues where there is a technical dissolution and a general dissolution (where the partnership business is sold). It does not deal with all grounds for dissolution and does not deal with insolvency. Pre-dissolution What is the background to the dissolution? Do the continuing partners as a new partnership wish to succeed the dissolved partnership immediately, and wish for that new partnership to take on the assets and liabilities of the dissolved partnership and to continue its business? Is it a technical dissolution (whereby the business will be continued by the new partnership) or a general dissolution (whereby the partnership’s affairs will be wound up? Technical dissolution What specific event or incident is leading to the dissolution? Is it: • a new person being admitted as a partner to the partnership, or • an existing partner leaving the partnership (eg as a result of death or retirement)? How many partners will

This checklist sets out the key issues to consider when a limited liability partnership (LLP) is voluntarily dissolved and struck off the register. It considers the relevant legal, regulatory and practical issues. Pre-application Do any of the circumstances (LLP activities) set out in the Companies Act 2006 (CA 2006), s 1004 (as modified by the Limited Liability Partnership (Companies Act 2006) Regulations 2009 (LLPR 2009), SI 2009/1804, reg 51) apply? These are, if at any time in the previous three months, the limited liability partnership (LLP) has: • changed its name • traded or carried on business (which does not include a payment in respect of a liability incurred in the course of trading or otherwise carrying on business) • made a disposal for value of property or rights that, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in

Pre-dissolution What is the background to the dissolution? Is the general partner resigning from, or being removed from, the partnership, with a new general partner to be appointed in its place? Is it a technical dissolution (whereby the new general partner will be appointed) or a general dissolution (whereby the partnership’s affairs will be wound up)? Technical dissolution What does the partnership agreement provide for in respect of a technical dissolution? Does it provide that, on a change of general partner, a new partnership taking into account that change will succeed the dissolved partnership immediately and take on the assets and liabilities of the dissolved partnership and continue its business? If not, the partners will need to agree the process separately. Do special accounts

Dissolution of a corporation refers to the formal legal process by which a company ceases to exist as a separate legal entity and is struck off the relevant companies register. In practice, it marks the endpoint of the company lifecycle, following liquidation, winding up or an administrative strike‑off.In England and Wales, Scotland and Northern Ireland, dissolution is governed principally by the Companies Act 2006 and associated secondary legislation, with Companies House removing the company from the register. In Ireland, equivalent provisions are found in the Companies Act 2014, with dissolution effected by the Companies Registration Office.Dissolution typically follows: (i) a members’ voluntary liquidation, (ii) a creditors’ voluntary or court‑ordered liquidation, or (iii) an administrative strike‑off for non‑compliance (for example, failure to file accounts or annual returns). Upon dissolution, the company loses capacity to sue or be sued and any remaining property usually vests as bona vacantia in the Crown (or the State in Ireland).Legal practitioners frequently address dissolution when advising on corporate restructuring, insolvency, restoration of dissolved companies, limitation issues, and the recovery or protection of assets post‑dissolution. Usage and core legal effects are broadly consistent across the UK and Ireland.

Dissolution of marriage describes the formal legal process by which a valid marriage is brought to an end by court order, so that the parties are no longer spouses and are free to remarry. It is commonly used as a neutral umbrella term covering divorce and, in some contexts, nullity.In England and Wales, Scotland and Northern Ireland, the process is governed principally by statute (for example, the Matrimonial Causes Act 1973; Divorce, Dissolution and Separation Act 2020; Divorce (Scotland) Act 1976; relevant Northern Ireland Orders) and culminates in a final decree or order (final order/final decree of divorce). In Ireland, the equivalent process is divorce under the Family Law (Divorce) Act 1996, as amended.The term is widely used in family law practice, procedural rules, and commentary to refer collectively to proceedings to terminate marital status and to distinguish status issues from ancillary relief/financial remedy, property adjustment, pension sharing and child arrangements. It is significant for limitation, succession, tax, pension and immigration consequences, as legal rights and obligations as spouses generally cease on dissolution, subject to any continuing court orders or statutory entitlements.

The bringing to an end of a valid civil partnership.

This Practice Note gives an introduction to dissolution orders for civil partnerships in relation to proceedings that were issued before 6 April 2022 and which are proceeding under the law as it was before the commencement of the Divorce, Dissolution and Separation Act 2020. It explains that the ground for dissolution is irretrievable breakdown of the civil partnership and details the four facts that may be relied on to evidence that: unreasonable behaviour, desertion, separation for two years with consent and five years' separation. The Divorce, Dissolution and Separation Act 2020 (DDSA 2020) came into force on 6 April 2022. Proceedings issued by the court on or after 6 April 2022 will be subject to the provisions of DDSA 2020 and the changes to procedure under the amended Family Procedure Rules 2010 (FPR 2010) , SI 2010/2955. For further information, see Practice Note: Introduction to the Divorce, Dissolution and Separation Act 2020. Proceedings issued by the court on or before 5 April 2022 will continue to progress under the pre-DDSA 2020 law. Such applications