What do advisers need to know about access by non-British or Irish citizens to marriage and civil partnership in England and Wales? This Practice Note considers the following questions: • what are the procedures and possible obstacles as regards to a marriage or civil partnership involving a non-British or Irish citizen following entry into force of relevant sections of the Immigration Act 2014 (IA 2014) • what aspects of the new regime may be of particular interest or concern to immigration practitioners Note that Lexis+® UK does not cover areas of law in Scotland and Northern Ireland which are distinct to those jurisdictions. Family law is one such area. However, referral and investigative schemes which are similar to the scheme for England and Wales which is discussed in this Practice Note have been commenced from 2 March 2015 in those jurisdictions. See in particular: • Referral and Investigation of Proposed Marriages and Civil Partnerships (Scotland) Order 2015, SI 2015/396 • Referral and Investigation

Under article 60B(1) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, SI 2001/544 (RAO), entering into a regulated credit agreement as lender in the UK, by way of business, is a regulated activity. In addition, exercising, or having the right to exercise, the lender’s rights and duties under a regulated credit agreement is also regulated under article 60B(2) of the RAO. This Practice Note explains the scope of these activities, the meaning of regulated credit agreements and exempt credit agreements and the key exclusions and exemptions that apply. Regulated activities—general Section 19(1) of the Financial Services and Markets Act 2000 (FSMA 2000) imposes a general prohibition on carrying on regulated activities in the UK unless the person is either authorised or exempt. In accordance with FSMA 2000, s 22, for an activity to constitute a regulated activity, it must be carried on 'by way of business'. Under the Financial Conduct Authority’s (FCA) Perimeter Guidance Manual (PERG) (PERG 2.3.3 G), whether an activity is carried on by way of business depends

The activities, or part of the activities, of a business.

Options granted by qualifying trading companies to specific employees under one of the most popular tax-favourable share incentive schemes in the UK. EMI options were introduced in the Finance Act 2000 and are intended to assist smaller high-risk companies to recruit and retain employees of high calibre. EMI options aim to do this by providing a number of significant tax reliefs for employees in companies which satisfy the qualifying conditions set out in the Income Tax (Earnings and Pensions) Act 2003, Sch 5 (ITEPA 2003).

What is an Enterprise Zone? Enterprise Zones (EZs) are designated areas of land that offer a range of benefits to businesses, with the aim of attracting new businesses to that area, or promoting investment from existing businesses. EZs vary in size, from individual business parks to whole cities or regions. The main policy intention of EZs is to stimulate rapid investment from businesses in the short term, create new jobs and create a burst of momentum that normally lasts up to three years. As part of this, the government offers specific measures on business rates, planning deregulation and broadband provision to make conducting business in EZs easier. Benefits of EZs EZs benefit from: • a 100% business rate discount up to £55,000 per year for five years (ie £275,000 total), subject to local rules and start dates, worth up to £275,000 over a five-year period, for businesses that move into an EZ; 100% first-year

Scheme designed to encourage investment in smaller, higher-risk trading companies by offering a range of tax reliefs to individual investors purchasing newly issued shares in those companies.

Introduction This legal due diligence questionnaire relates to the proposed purchase by [insert buyer name] (the Buyer) of the entire issued share capital of [insert name of target company] incorporated in England and Wales under number [insert company number] (the Company) from [insert sellers’ names] (the Sellers) (the Proposed Acquisition). This questionnaire is designed to enable the Buyer, the Buyer's solicitors and other professional advisers involved in the Proposed Acquisition to obtain the information which the Buyer requires in relation to the Company’s enterprise management incentives (EMI) scheme(s) to assist in the valuation of the Company and assessment of the risks associated with the Company’s EMI scheme(s). Please answer every question fully. Please provide your answers in italics underneath each question and provide copies of all relevant documentation, ensuring that all answers and documents are clearly marked by reference to the appropriate paragraph of this questionnaire. We reserve the right to raise further enquiries in respect of both your responses to this questionnaire and generally. Definitions Group • means the Company and each of the Subsidiaries and Group Company means any of them; ITEPA • means

Enterprise management incentives suitability questionnaire in respect of [insert name of company] (the Company) The Company Purpose of granting the options Question Response 1 It is a requirement that the EMI options are granted for commercial reasons in order to recruit or retain an employee in a company, and not as part of a scheme or arrangement the main purpose (or one of the main purposes) of which is the avoidance of tax.Please confirm whether this is the case. See drafting note The Company’s independence Question Response 2 Is the Company a 51% subsidiary of another company (ie does another company hold more than 50% of the ordinary share capital of the Company)? See drafting note Question Response 3 Is the Company in any way under the control of another company or another company and person(s) ‘connected’ with that other company (ie does another company, or another company and persons connected with that other company, have the power to ensure that the Company’s affairs are conducted in accordance with its wishes)?‘Connected’ for these purposes has a wide meaning and encompasses interests held by a spouse, relative, settled trust etc.Please

While the enterprise management incentives (EMI) eligibility criteria are very strict, the income tax, National Insurance contributions (NICs) and apprenticeship levy treatment of qualifying EMI options can be extremely favourable. This Practice Note details the income tax, NICs and apprenticeship levy treatment of qualifying EMI options as detailed in sections 527–541 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003). For an explanation of the capital gains tax treatment of EMI options, see Practice Note: EMI—CGT, including business asset disposal relief and corporation tax relief. For a detailed explanation of the business asset disposal relief provisions relating to EMI options, see Practice Notes: Business asset disposal relief and enterprise management incentives (EMI) schemes and Table summarising the income tax, National Insurance contributions (NICs), capital gains tax (CGT) and business asset disposal relief (BADR) treatment of enterprise management incentives (EMI) options and shares. Income tax—basic principles Income tax is a tax on income but not all income is taxable. Individuals are only taxed on ‘taxable income’ above a certain

Background Enterprise management incentives (EMI) are a form of share option popular with both employers and employees due to their flexibility and the generous tax reliefs they can offer (if operated correctly). EMI plans often allow participants to exercise their options as part of a sale, allowing them to sell their shares alongside the other shareholders. For companies, it is an opportunity to reward key employees for their hard work in achieving what will often be a significant milestone in the company's history. For an introduction to the key features of EMI schemes, their eligibility criteria and tax treatment, see Practice Note: How EMI schemes work and key features. However, dealing with EMI options on a sale (whether acting for the buyer or the seller) can be complex as a range of issues may come to light during the due diligence process. For an EMI award to benefit from tax-advantaged status, several strict requirements need to be met. Any uncertainty on these requirements can give rise to unfavourable and often

Going concern value.

Entire agreement clauses are usually part of the boilerplate terms in an agreement. Their aim is to prevent the parties from making claims against the other party for representations (and misrepresentations) made before a contract is executed. They can act as an exclusion clause and are also known as whole agreement clauses.