Business tenancy A ‘business tenancy’ is defined as a tenancy regulated by the Landlord and Tenant Act 1954 (LTA 1954). LTA 1954, Pt II applies to tenancies where the property comprised in the tenancy is or includes premises which are occupied by the tenant for the purposes of a business that he or she carries on. Application The LTA 1954, s 23 provides that a tenancy is within the LTA 1954 if the whole or a part of the demised premises is occupied by the tenant for the purposes of his business or for those and other purposes. The expression 'business' includes any trade, profession or employment. It also includes any activity carried on by a body of persons, whether corporate or unincorporate. Therefore, there are three essential conditions if the protection of the Act

Whether or not an underlease survives determination of a headlease, and if so, what the superior landlord’s obligations are in respect of that underlease depends on how the headlease was determined. Whilst the general

This Q&A is about the personal liability in negligence of a director as an individual relating to an investment opportunity. The question is predicated on the basis that a limited company (of which the individual is a director) is being pursued for breach of contract and negligence. The question assumes that: the investment opportunity is in another entity, not in the company itself; any right of action against the director personally relates to the same investment

For the purposes of this Q&A, we have assumed that the properties are in the UK. We have further assumed that the company is not a property trader or developer and did not acquire the properties with the intention of realising a gain on their disposal. For information on determining whether a property transaction is an investment or trading activity, see Practice Note: Dealing in property or property investment? A grant of a lease is

We have assumed that the company is UK resident and that the dividend is not being paid between companies that are members of the same group for tax purposes. When considering the tax treatment of this transaction from the perspective of the distributing company, the first step should be to consider whether it will fall within the rules on loan relationships, or those on corporation tax on chargeable gains. A loan note held by a company will normally be a loan relationship for tax purposes. A disposal of a loan note would therefore normally be taxed under the loan relationship rules, as a result of

Where a company was subject to an insolvency procedure before it was dissolved, for the court to place it back in that same position on restoration will largely depend on whether or not the insolvency procedure had formally concluded before the dissolution and whether the relevant insolvency practitioner had resigned or formally vacated office before the company was dissolved. In circumstances where the company was in liquidation when it was struck off the register, the court will not be required to

Net settling a share award is used in order to reduce the number of shares that a company must deliver in order to satisfy the award. Awards can potentially be net settled in relation to both any exercise price payable and any tax or National Insurance contributions (NICs) due. Among the advantages of net settlement is that it can result in less dilution for the existing shareholders and mean that a company can make its headroom under any applicable dilution limits go further. Net settling for tax and NICs involves the company delivering shares to the award holder which have a value equal to the post-tax value that the award holder would have received had they received the full, gross number of shares and sold the necessary number in the market to cover the pay as you earn (PAYE) and NICs due. The company then settles the PAYE and

This Q&A assumes the document is executed after 6 April 2008. For a company to execute a deed, it must comply with section 46 of the Companies Act 2006 (CA 2006) and thus be duly executed by the company in accordance with CA 2006, s 44 and delivered as a deed. By CA 2006,

This Q&A raises the interplay between the rights of parties to a lease and of shareholders in a company who happen to be lessees. It is not uncommon for lessees under long leases of residential property to be shareholders of the company which either owns the freehold, manages the block on behalf of the freeholder or exercises the right to manage under the Commonhold and Leasehold Reform Act 2002. This Q&A also raises the operation of the Companies Act 2006 (CA 2006). The leases referred to in this Q&A appear to have been drafted on the basis that they be held by people over a certain age. This might take the form of a user clause restricting

We assume for the purpose of this response that by ‘client money’, it does not mean that the money was held under a trust for the company's client. When a company goes into administration, its assets fall to be distributed under the statutory waterfall of payments—see Practice Note: Waterfall of payments in administration. Administration set-off pursuant to the Insolvency (England and Wales)

For the purposes of this Q&A, we assume that the winding-up petition is being conducted under the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024 that came into force on 6 April 2017. Where a winding-up petition is presented against a company, it is of course possible for the debtor company and the petitioning creditor to reach a settlement agreement (usually on the terms mentioned in your query) which means that the petitioning creditor will not seek a winding-up order. If the winding-up petition has not been advertised in accordance with IR 2016, SI 2016/1024, r 7.10 and no notices in support or in opposition to the winding-up petition have been received by the petitioning

On dissolution of a company, all property and rights vested in, or held on trust for, the company immediately before dissolution are deemed to be bona vacantia and vest in the Crown (or in the Duchy of Lancaster or Duke of Cornwall if the company’s registered office was in Lancaster or Cornwall respectively). This excludes property held by the company on trust for any other person. The Crown may choose to sell the property if it has value. Otherwise, the Crown may disclaim it. It has three years from the date of the vesting coming