The transitional rules for stamp duty land tax (SDLT) are set out in Schedule 19 to the Finance Act 2003 (FA 2003) (SDLT: Commencement and Transitional Provisions). The rules are detailed and complex. A transaction is not an SDLT transaction unless the effective date of the transaction is on or after the implementation date of 1 December 2003. The effective date of a transaction is usually completion but there are special SDLT rules which apply where a contract for a land transaction is entered into and the transaction

The amount of stamp duty land tax (SDLT) payable on a chargeable transaction is determined by reference to the 'chargeable consideration' for the transaction. Chargeable consideration has a particular meaning for SDLT purposes and there are specific provisions relating to what amounts to chargeable consideration in the context

This Q&A assumes that the dwelling is situated in England. First-time buyers of residential property, who intend to occupy the property as their main home and where the purchase price is £500,000 or less, can benefit from first-time buyer’s relief from stamp duty land tax (SDLT) for certain transactions with an effective date on or after 22 November 2017. In order for the relief to apply, the conditions that must be satisfied are as follows: • there must be a purchase of a major interest in a single dwelling • the purchase price must be not more than £500,000 • the purchaser (or all of them if more than one) must be a first-time buyer who intends (or who all intend) to occupy the property as their only or main residence • the purchaser(s)

In order to answer these questions it is necessary to consider: • whether the intra-group reorganisation amounts to a relevant transfer under the Transfer of Undertakings (Protection of Employment Regulations) 2006 (TUPE 2006), SI 2006/246 ie either (a) a business transfer or (b) a change of service provider, and, if so: • what the effect is on employees • what information and consultation obligations apply (in general and to small businesses in particular) For information on TUPE 2006 generally, see: TUPE and asset purchases—overview. On an intra-group reorganisation (also known as a business reorganisation), a relevant transfer under TUPE 2006 may take place: • where the business of one group company is transferred to another in an intra-group business transfer • where a share sale is accompanied by a TUPE transfer (because assets are moved around to make sure everything is in the right place before the share sale) or, alternatively where after the share sale the business

A change of service provider may amount to a 'service provision change' (SPC) within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246 whether or not it is also a 'business transfer'. A service provision change may involve outsourcing, a change of contractor or insourcing. In addition to the need for one of those three situations to apply, the following conditions must be satisfied: • (immediately before transfer) there must be an organised grouping of employees (which may be a single employee) situated in Great Britain • (immediately before transfer) the principal purpose of the organised grouping must be the carrying out of the activities on behalf of the client • (immediately before transfer) the client must intend the activities to be carried out by the transferee • the client must intend the activities not to relate to a single specific event or short-term task • the activities must not consist

TUPE 2006 applies to a business transfer or a service provision change involving:. • the transfer of an undertaking or business (or part of an undertaking or business) situated immediately before the transfer in the UK (a business transfer) • a change in the provider of a service (outsourcing, insourcing or a change in contractor), where certain conditions are satisfied (a service provision change) In Addison v Denholm, the Employment Appeal Tribunal held that did not extend to the sale of ‘flotels’ (or floating accommodation) in the UK area of the continental shelf of the North Sea ‘which, by definition, is beyond the UK's territorial waters’. However, Addison was decided on the then applicable Directive 77/187/EEC, which was expressed not to apply to sea-going vessels, and TUPE Regulations 1981, regulation 2(2) which excluded the transfer of a ship ‘without

The main records an employer is obliged by law to keep in relation to its employees and workers include: • records for the purposes of the Immigration, Asylum and Nationality Act 2006 (IANA 2006) • records of working time and statutory holiday entitlement • records of pay for the purposes of the National Minimum Wage Act 1998 (NMWA 1998) • records for the purposes of tax and national insurance contributions • records relating to the administration and payment of statutory payments such as statutory sick pay, maternity pay, adoption pay, parental pay etc • details of certain accidents, diseases, injuries and dangerous occurrences at work and health and safety risk assessments From

A relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246 may be either: • a business transfer • a service provision change For further information, see Practice Notes: • TUPE—business transfers • TUPE—service provision changes The first step will therefore be to determine whether the sale of the property falls within either of these categories. There is nothing to say that the transferor or transferee cannot be an individual, rather than a company. Article 2(1) of Directive 2001/23/EC, the Acquired Rights Directive confirms that the transferor and transferee may be a ‘natural or legal person’. Business transfers A business transfer under TUPE 2006, SI 2006/246, reg 3(1)(a) occurs where there is: • a transfer of an undertaking or business (or part of an undertaking or business) • situated immediately before the transfer in the UK • to another person • where there is a transfer • of an economic entity • and

What is The Lending Code? The Lending Code is a voluntary code of practice, setting standards financial institutions should follow when dealing with individuals and small business customers in the UK. The Lending Code was initially issued by the British Bankers' Association, the Building Societies' Association and the UK Cards Association on 11 March 2011. It was subsequently revised on 12 December 2013. The Lending Code is a self-regulatory code of conduct and as such does not have the force of law. It sets 'minimum standards of good practice' when dealing with the following types of customers in the UK: • consumers • micro-enterprises (which are defined as businesses which employ fewer than 10 people with a turnover, or annual balance sheet, of less than €2m), and • charities with an income of less than £1m The Lending Code covers good practice in relation to loans, credit cards, charge cards and current account overdrafts. It does not apply to merchant services, non-business borrowing on

Unfair Contract Terms Act 1977 (UCTA 1977) In general, the Unfair Contract Terms Act 1977 (UCTA 1977) is primarily concerned with liability as between businesses. It provides protection to varying degrees in respect of specific types of liability. It does not deal with all types of liability (for example the law on penalty clauses is not covered by UCTA 1977), nor does it provide rules on the fairness of contract terms generally. To determine whether UCTA 1977 applies, it is therefore necessary to consider both the type of contract and the nature of the liability in question, and to consider both of these factors in light of the various provisions for application and exemption within UCTA 1977. UCTA 1977, s 1(1)(3) provides: ‘(3) In the case of both contract and tort, sections 2 to 7 apply (except where the contrary is stated in section 6(4)) only to business liability, that is liability for breach of obligations or duties arising— (a) from things done or to be done by a person in the course of a business

SDRT does not arise on the grant of an option, however, it could arise on an assignment of the option. The grant of an option does not involve a transfer of any property. In any case, even if (which is not accepted) there were a transfer, the shares are unlikely to be ‘chargeable securities’ for the purposes of the tax. Stamp duty, however,

UK stamp duty treatment of grant of option As explained below, the grant of a call option over shares constitutes an instrument of transfer in respect of which UK stamp duty is chargeable on the option premium (the fee paid for the grant of the option). UK stamp duty is chargeable on a transfer on sale. It applies to an instrument of transfer relating to stock and/or marketable securities and is chargeable at a rate of 0.5% by reference to the amount or value of the consideration for the sale (paragraphs 1, 2, 3, Schedule 13 Part I of the Finance Act 1999; section 125 of the Finance Act 2003; STSM021010). For UK stamp duty to apply, there must be a written instrument of transfer and that instrument must relate to stock or marketable securities. These are discussed below. The terms ‘stock’ and ‘marketable security’ are defined as follows: • stock is defined to include (among other things) any share in the capital stock or funded debt