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PRACTICE NOTES
Different definitions of establishment The term ‘establishment’ is often used in cross-border restructuring and, under various regimes listed below, (i) is defined slightly differently and (ii) has different effects: • the Regulation (EU) 2015/848 (OJ L141 5.6.2015 p 19), Recast Regulation on Insolvency (EU Recast Regulation on Insolvency) as applies between Member States (see Practice Note: Recast Regulation on Insolvency as between Member States—main, secondary and territorial proceedings) (and as used to apply to the UK pre-Brexit), where establishment is used to decide which courts can commence ‘secondary proceedings’ • the Assimilated Regulation (EU) 2015/848 (Assimilated Recast Regulation on Insolvency)(which was formerly known as the Retained Recast Regulation on Insolvency) as applies to the UK post-Brexit, where establishment is used to decide which courts can commence ‘establishment proceedings’ (see further discussion of effects below) • the UNCITRAL Model Law on cross-border insolvency (see Practice Note: How courts determine COMI under the UNCITRAL Model Law (and when an Establishment is enough)), where establishment is helpful in cross border recognition cases to decide which
CHECKLISTS
Execution of finance documents Name of document Form of document To be executed, or (if applicable) issued, by or on behalf of Signatories Executed? Arranger/Dealer appointment and terms Arranger/Joint Lead Arranger mandate letter Omit Guarantor/Parent if not relevant to the programme. Letter agreement [insert name of issuer] (the Issuer) [insert details of Issuer’s authorised signatory/signatories] Yes/No [insert name of guarantor/parent] (the Guarantor/Parent)Include here and as indicated below if the Issuer’s obligations are guaranteed under the MTN programme. [insert details of Guarantor/Parent’s authorised signatory/signatories] [insert name of arranger(s)] (the Arranger/Joint Lead Arrangers) [insert details of each Arranger’s authorised signatory/signatories] Programme agreement This agreement (otherwise known as a distribution agreement or a dealer agreement) deals with, among other things, the appointment and removal of the Dealers; selling restrictions; and stabilisation measures. Agreement Issuer [insert details of Issuer’s authorised signatory/signatories] Yes/No [Guarantor/Parent] [insert details of Guarantor/Parent’s authorised signatory/signatories] Arranger/Joint
GLOSSARY
The means by which land is owned in England and Wales.
PRECEDENTS
UK Real Property Address Type — Main residence? House, flat? Ownership details: Owned / Rented?If owned, how: Joint tenants / tenants in common / sole owner? Registered / unregistered?If registered, Land registry number?If unregistered, where are deeds kept? Value (£) Mortgage balance (£) and provider (if applicable) Property in other countries Country Address Ownership
PRACTICE NOTES
HMRC's online Trust Registration Service (TRS) was designed to implement the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), SI 2017/692, as well as to support the digital direction of HMRC and tax transparency generally. Developments to the service were introduced in light of the further requirements arising from the fifth EU anti-money laundering directive, Directive (EU) 2018/843 (5MLD) through the Money Laundering and Terrorist Financing (Amendment) (EU Exit) Regulations 2020 (MLR 2020), SI 2020/991. Although estates were not originally covered by MLR 2017, SI 2017/692, HMRC rolled out the online Estate Registration Service (ERS) simultaneously with the TRS to deal with the reporting of complex estates' income tax and capital gains tax (CGT) liabilities. In fact, the TRS and ERS were introduced in the same online system and named the Trust and Estate Registration Service, although it is helpful to refer to them separately. Given that the deadlines (and potential penalties) imposed by MLR 2017, SI 2017/692 on certain trusts do not apply to personal representatives
PRACTICE NOTES
Duty to keep estate accounts Section 25 of the Administration of Estates Act 1925 (AEA 1925) provides that personal representatives (PRs) have a duty to render an account of the administration of the estate to the court if requested. It is good practice for PRs to keep ongoing accounts in any case in order to demonstrate the correct and proper administration of the estate. PRs should make full accounts available on completion of the estate administration for distribution to the residuary beneficiaries. Where an estate takes more than two years to administer, it is recommended that an interim account is produced, or annual interim accounts if the administration takes several years. The estate accounts must be made available for inspection by any beneficiary or creditor at their request. If the PRs do not provide information to those properly requesting it, an application may be made by originating summons in the Chancery Division for an order for an account to be rendered. However, where there is a lengthy delay on the part of a beneficiary in requesting the accounts
GLOSSARY
The process of administering a deceased individual’s estate, starting on the date of death and ending when all liabilities have been settled, the estate has been distributed and final estate accounts approved by the PRs. The estate administration period is often said to run until the residue is ascertained, albeit that there are final actions required to complete the estate administration.
PRECEDENTS
[Insert company name] [Insert company address] Dear [insert organisation name] The late [insert name of deceased] Account[s]: [insert
PRECEDENTS
[Insert name of debtor or creditor] [Insert address of debtor or creditor] [Insert date] Dear [[insert organisation name] OR [insert name of debtor or creditor]] The late [insert name of deceased] Reference [insert details of the account eg account number or debt or liability] Address
PRECEDENTS
[Insert name of company] [Insert address of company] [Insert date] Dear [insert organisation name] The late
PRECEDENTS
[enter organisation name] [enter organisation address] Dear [enter organisation name] Letter of Authorisation relating to the estate of the late [enter full name of deceased] We are the [executors OR administrators] in the estate of the late [enter full name of deceased] who died on [enter date
PRECEDENTS
Inheritance Tax HM Revenue and Customs BX9 1HT [enter date] Dear HMRC The late [enter name of deceased] Inheritance Tax reference: [enter reference number] On