A company limited by guarantee is a company whose members have contributed to the assets of the company in the event of it being wound up. Rather than there being shares in a company limited by guarantee, the member give a guarantee to pay a certain amount in the event that the company is being wound up. A key distinction between companies limited by shares and companies limited by guarantee is that the members of the company limited by guarantee do

How to wind up a general partnership or procedure The winding-up of an insolvent partnership and the winding-up or bankruptcy of its members is governed by the Insolvency Partnerships Order 1994, SI 1994/2421 (IPO 1994), which modifies the provisions of the Insolvency Act 1986 (IA 1986) to meet the particular requirements of partnerships. For insolvency purposes, a partnership is generally treated as an unregistered company. An insolvent partnership of an unregistered company can be wound up under IPO 1994, Arts 7 and 9 on the petition of a creditor, member, responsible insolvency practitioner (IP) or the Secretary of State where no concurrent petition is presented against a member or members. The IPO 1994, Sch 3, Pt I and Sch 5 (in relation to member’s petition) modify some of the

It would be relatively unusual for a zero hours worker to have a right to contractual sick pay so the information below concentrates on Statutory Sick Pay (SSP) rights. However, while zero-hour contracts often do not provide for contractual sick pay beyond SSP, the terms of the zero-hour contract should be reviewed to determine whether any additional sick pay entitlements are stipulated. If payable, the contract will usually specify the rate at which sick pay will be paid. A zero hours worker may be entitled to SSP if they: • are an employee as defined in the relevant legislation

If a person that is tax resident in one state (State A) is subject to tax in another state (State B) under the tax law of State B, that person may be entitled to relief (in whole or in part) from double taxation under an applicable double tax treaty (DTT). A DTT allocates taxing rights between the states. The majority of DTTs are based on the Organisation for Economic Co-operation and Development Model Tax Convention (the OECD model). The OECD model has extensive commentaries that provide guidance on how each article should be interpreted. For more information about DTTs and how to interpret them, see Practice Notes: What are double tax treaties? and Principles of interpretation of double tax treaties. DTTs are also subject to detailed anti-avoidance provisions which should be checked to confirm that the DTT will apply

Brexit will have a major effect on both forum shopping for corporates and on bankruptcy tourism for individuals. Given the ‘skinny’ free trade agreement proposed (which does not replicate the effects of Regulation (EU) 2015/848 (Recast Regulation on Insolvency), some of the adverse consequences of the loss of forum shopping for corporates could be mitigated, if the EU allows the UK to join the Lugano Convention as an independent contracting State. The Lugano Convention applies to the recognition and enforcement of civil and commercial judgments between contracting States. The EU, along with the European Free Trade Agreement States, are currently members of the Lugano Convention and have an effective veto on other States being allowed to join. One might assume that given the ‘skinny’ free trade agreement, the veto will be lifted in the future and the UK will be allowed to join Lugano as an independent contracting State, (see Practice Note: Tracker—Lugano Convention 2007 [Archived]). Principal points The Brexit Insolvency (Amendment) (EU Exit) Regulations

This Q&A considers how Brexit impacts the definition of ‘Art 1.2 undertakings’ in the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024. Definition of ‘Article 1.2 undertaking’ under IR 2016 pre-IP completion day From IP completion day (11 pm on 31 December 2020), the Insolvency (Amendment) (EU Exit) Regulations 2019 (Brexit SI 2019/146), SI 2019/146, made a number of changes to IR 2016, SI 2016/1024. Prior to IP completion day, IR 2016, SI 2016/1024, r 1.2 provided that an ‘Article 1.2 undertaking’ means one of the following within the meaning of Article 1.2 of Regulation (EU) 2015/848 of the European Parliament and of the Council (the EU Regulations): • (a) an insurance undertaking • (b) a credit institution • (c) an investment undertaking which provides services involving the holding of funds or securities for third parties • (d) a collective investment undertaking’ The phrase, ‘Article 1.2 undertaking’, is used throughout IR 2016, SI 2016/1024, and is required wording in certain forms where it constitutes part

CPR 45 specifies when fixed costs will apply to a claim. This is dependent on the type of claim and, in relation to fast track claims, the trial costs of the claim. CPR 45 is arranged as follows: • Section I—fixed costs • Section II—road traffic accidents fixed recoverable costs • Section III—the pre-action protocols for low value PI claims in road traffic accidents (RTA) and low value Personaly Injury (PI) (employers’ liability and public liability) (EL/PL) claims • Section IIIA—claims which no longer continue under the RTA and EL/PL pre-action protocols—fixed recoverable costs and claims to which the pre-action protocol for resolution of package travel claims applies • Section IV—scale costs for claims in the Intellectual Property Enterprise Court • Section V—fixed costs: HM Revenue and Customs • Section VI—Fast track trial costs • Section VII—costs limits in Aarhus Convention claims Part 36 and personal injury cases Note that it is only in relation to certain PI cases that CPR

Under CPR 36.13(4), the qualified one-way costs shifting (QOCS) protection for a claimant who does not accept a Part 36 offer within 21 days is essentially lost save to the extent that the defendant’s costs exceed the amount of the offer. Depending on the value of the claim and the level of costs incurred, the claimant may be gambling the entirety of his damages against the chance of beating the defendant’s offer. Where a claimant

This Flowchart assists with establishing which stamp duty land tax (SDLT) rules apply on a lease renewal when a tenant is ‘holding over’ in possession following the end of a fixed-term lease. This Flowchart should be read in conjunction with the more detailed Practice Note: SDLT—holding over. The SDLT rules that apply when a tenant holds over a lease (and the lease is renewed) are complex. The rules have been amended since SDLT was first introduced and different rules apply to particular scenarios

As a general rule Stamp Duty Land Tax (SDLT) is charged by reference to the chargeable consideration given for the subject matter of the transaction. Chargeable consideration is defined as any consideration given in money or money’s worth, directly or indirectly, by the buyer or a person connected with him. Chargeable consideration

There are specific and detailed stamp duty land tax (SDLT) rules which apply to the grant of new shared ownership leases. These are set out in Schedule 9 to the Finance Act 2003 (FA 2003). The rules apply where certain conditions are met and the tenant elects for the rules to apply in a land transaction return. See: HMRC SDLT manual at SDLTM27020–SDLTM27065 and Right to buy transactions, shared ownership leases and shared ownership trusts: Sergeant & Sims on Stamp Taxes [AA213] for further details as to the conditions which must be satisfied. Under these rules:

Special provisions apply to certain land transactions involving partnerships under Schedule 15 to the Finance Act 2003 (FA 2003). The rules are complex and it is important to consider the detailed legislation in full with the facts of the particular scenario. Other land transactions involving partnerships are subject to the same general stamp duty land tax (SDLT) rules as transactions by other taxpayers, with some additions to these rules to take account of the particular nature of partnerships. The three forms of partnership