In conducting our research we have focussed on the contracts for the provision of services or secondment of staff and not any VAT or tax related issues relating to an intra group arrangement. Companies within a group of companies are separate legal entities and as with any other commercial arrangement it is recommended to document their relationships with others. In addition, it is important to document commercial and financial terms between group companies as these relationships

The principal UK requirements on anti-money laundering and know your customer checks—usually referred to as customer due diligence or CDD—at present are: • the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 SI 2017/692 (2017 MLRs), which implement the Fourth Money Laundering Directive (EU) 2015/849 (MLD4) in the UK, and • Chapter 6.3 of the Senior Management Arrangements, Systems and Controls sourcebook in the Financial Conduct Authority (FCA) Handbook (SYSC 6.3) The 2017 MLRs apply to: • credit institutions • financial institutions • auditors, insolvency practitioners, external accountants and tax advisers • independent legal professionals • trust or company service providers • estate agents • high value dealers (ie a trader in goods who makes

There are few limitations as to who can act as a witness to the signature of another person on a document. In a situation where multiple copies of an original deed are to be signed,

In order for a company to be able to grant enterprise management incentives (EMI) options, one of the statutory requirements is that it must not be a 51% subsidiary of another company. For these purposes, a company will be a 51% subsidiary of another company if that other company beneficially owns (directly or indirectly) more than 50% of its ordinary share capital. It is therefore necessary to carefully review the share capital holdings of the company and the rights attaching to them in order to determine whether the company in question is indeed a 51% subsidiary. Ordinary share capital means all the company's issued share capital (however described) other than capital the holders of which have a right to a dividend at a fixed rate but have no

The process of purchasing residential property in England is broadly the same whether the purchaser is an individual or a limited company in terms of the conveyancing process. There are therefore no significant additional considerations from a conveyancing perspective. Representatives should also note that there may be additional funding requirements by way of security that a lender requires, which may include personal guarantees or securities exercised over directors’ personal assets, as many lenders will not lend to limited companies without other assets unless they are provided with such security for their loan. It would be prudent to ensure that the opportunity to take independent legal advice is afforded so as to avoid any later contention of a lack of understanding or consent in this regard. This is particularly important if security is to be exercised over jointly owned property, which

This Q&A essentially asks: in circumstances where a company is seeking to use the relevant 10% threshold exemption under the Prospectus Directive, if that company could: • firstly admit shares to trading on a regulated market representing 5% of its share capital • subsequently publish a prospectus in respect of another matter not related to the previous admission of 5% of its share capital, and • then make a further admission of its shares to trading on a regulated market with the full 10% exemption available to the company, ie in these circumstances the 12-month clock would be ‘re-set’ following publication of the prospectus and the 5% of the company’s

Background The nominal value of a share does not need to be paid at the time of issue. Shares can be nil paid, partly paid or fully paid although the company’s articles of association may provide that shares must be fully paid up (including any premium). If they are not fully paid a shareholder is liable to pay in full: • if the company makes a call on the shares, or • if the company is wound up For further information, see Practice Note: Understanding share capital, in particular the section entitled: Nominal value of shares. Liability The Insolvency Act 1986 (IA 1986), s 74 legislates on the liability as contributories of present and past members of a company to contribute to the debts of the company. IA 1986, s 74(1) provides: 'When

Unlike the Foreign and Corrupt Practices Act 1977 in the United States, the Bribery Act 2010 (BA 2010) criminalises bribes to both public officials and private individuals and makes no exception for facilitation payments. Any payments to third parties often raise red flags to financial auditors or investigators because such payments are frequently perceived to be associated with bribery, whether directly or indirectly. If not a direct bribe, the inference is that the third party may be indirectly using a share of their promised referral fee to bribe customers to sign contracts for the benefit of their principal, for which the briber then obtains their referral fee and the customer obtains a kickback. For more information, see Practice Note: Facilitation payments under the Bribery Act 2010. The essential considerations are: • whether the payment was intended as a legitimate business expense by the company

We assume you are referring to a situation in which the data is personal data that solely relates to individuals in England and Wales, where the data is collected and processed solely in England and Wales and the arrangements are exclusively subject to the supervisory authorities in that jurisdiction. What is special category personal data? The terms ‘personal data’ and ‘biometric data’ are defined by Article 4(1) and 4(14) of the General Data Protection Regulation, Regulation (EU) 2016/679, (the GDPR). Article 9 of the GDPR defines 'special categories of personal data', which are identified as meriting a higher standard of protection, including

A service provision change (SPC) under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246 may involve any one of three possibilities: • outsourcing: where activities cease to be carried out by a person ('a client') on its own behalf and are carried out instead by another person on the client's behalf ('a contractor') • change of contractor: where activities cease to be carried out by a contractor on a client's behalf (whether or not those activities had previously been carried out by the client on its own behalf) and are carried out instead by another person ('a subsequent contractor') on the client's behalf, or • insourcing: where activities cease to be carried out by a contractor or a subsequent contractor on

In answering this Q&A we have limited our research to cover the Madrid Protocol and the Paris Convention. We are unable to give advice on Japanese trade mark law. The parent company can file the trade mark in Japan and utilise the benefit of the Madrid Protocol. For more information about the Madrid Protocol, see Practice Note: Madrid international trade mark system. The Paris Convention applies to applications filed directly in Japan or via the Madrid system and is therefore equally flexible within each system. What is the best solution to trade mark protection for the parent company depends on the relationship with the subsidiary, the nature of the

Where a company occupies premises for the purpose of a business the tenancy is sometimes protected by Part II of the Landlord and Tenant Act 1954 (LTA 1954). This means that the tenancy does not come to an end by effluxion of time but is continued on a statutory basis. The tenant has the right to apply for a new tenancy which the landlord can object to on specified grounds under LTA 1954, s 30. For more information, see Practice Note: LTA 1954 business lease renewal—termination. However it is possible to contract out of the provisions