An option to tax is personal and does not generally bind anyone else. If the company transferring the land has itself exercised the option to tax, the option does not automatically pass to the transferee. The transferee would need to exercise its own option if the option is to continue to apply. We are not aware of any special rules that would treat a Part VII transfer differently from another sort of transfer for these purposes. Equally, for

Summary If a security holder consents in advance to the sale of an asset which is within the scope of the security and the free use of the sale proceeds by the security provider that may amount at law to a release of the asset from the security. Any advance consent to disposal of an asset and the use of its proceeds by the security provider must be carefully regulated to avoid this problem. It is unlikely that any agreement between the security provider and security holder specifying the order in which assets subject to security are realised on default would be binding on an officeholder in the event of a formal insolvency of the security provider. Permission to sell without consulting the seller The simplest way to achieve this would be to exclude the asset, if identifiable, from the scope of the security

The issue to consider will be generally whether a third party can obtain a copy of a witness statement from the court in respect of live proceedings, and whether there are any restrictions on the applicant in the proceedings regarding disclosing a witness statement to non-parties. The status and use of a witness statement will depend on whether it is a draft witness statement or a final one which has been signed off by the witness. Draft witness statements and affidavits are privileged unless and until privilege is waived. For information on privilege, see Practice Notes: Privilege—general principles

It is assumed that the company in question was not insolvent at the time of its dissolution or struck off and dissolved as a result of any insolvency proceedings. It is possible that the company could be restored by court order, because the court will allow anyone appearing to have an interest in the restoration of a company to bring an application to restore that company to the register using the court process (section 1029 of the Companies Act 2006 (CA 2006)). An

In many countries—including the UK—a company’s ability to offer its shares outside of its existing shareholder base tends to be subject to wide ranging restrictions, including under company law, financial services regulations and public offers and prospectus regimes. Commonly, there will be exemptions or relaxations to these requirements if the offer is to the company’s own employees (or to employees of the same corporate group). However, share awards made to a worker who is engaged via an employer of record (EOR) will not normally be able to fall within these exemptions, and therefore the company should take care not to inadvertently breach these legal and regulatory regimes (by, for example, ensuring that an alternative exemption can be relied upon in the given circumstances). The relevant regimes will depend upon the locations

Paragraph 35 of Schedule 5 to the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) requires that enterprise management incentives (EMI) options can only be granted over shares which form part of the relevant company’s ordinary share capital, and which are also fully paid up and not redeemable. Schedule 5 also stipulates that these requirements must be met at the time that the option is granted in order for it to be EMI qualifying (see ITEPA 2003, Sch 5, paras 1(4), 34 and 35). In

Since 30 June 2016 all UK companies and LLPs will need to file a confirmation statement instead of an annual return. Only if the entity's made up date was on or before 29 June 2016 would it have been required to file an annual return. For information on the confirmation statement see Practice Note: A company's confirmation statement. A company has a duty to deliver an annual return to Companies House which complies with statutory content requirements pursuant to Part 24 of the Companies Act 2006 (CA 2006), as amended by the Companies Act 2006 (Annual Return and Service Addresses Regulations) 2008 and the Companies Act 2006 (Annual Returns) Regulations 2011 (CA 2006 (AR) Regs) (together, the Regulations). The changes to Part 24 of the CA 2006 made by the CA 2006 (AR) Regs) resulted in there being a dual regime of content requirements for the annual return for a short period. The applicable regime depended upon whether the annual return was

In relation to a review period up to and including 29 June 2016, a company (or LLP) had a duty to deliver an annual return to Companies House which complied with the statutory content requirements pursuant to Part 24 of the Companies Act 2006 (CA 2006), as amended by the Companies Act 2006 (Annual Return and Service Addresses Regulations) 2008, SI 2008/3000 and the Companies Act 2006 (Annual Returns) Regulations 2011, SI 2011/1487. For further information on the old regime, see Practice Note: A company's annual return (for companies with a made up date on or before 29 June 2016) [Archived]. Replacement of the annual return with confirmation statement Section 92 of the Small Business, Enterprise and Employment Act 2015 (SBEEA 2015) inserted CA 2006, Pt 24 which, since 30 June 2016, has removed the requirement to file an annual return and replaced it with a requirement to submit a confirmation statement. In essence, if a company's 'made up' date in relation to the previous annual return regime is on or after 30 June 2016, a confirmation

A liquidator of a company has broad power under section 178 of the Insolvency Act 1986 to disclaim any ‘onerous property’. ‘Property’ includes leasehold property, and ‘onerous’ property is defined as: ‘(a) any unprofitable contract, and (b) any other property of the company which is unsaleable or not readily saleable or is such that it may give rise to a liability to pay money or perform any other onerous act.’ Therefore, provided that the liquidator considers that the property is onerous, it is able to disclaim it—and can be put on notice to make an election as to whether or not

This Practice Note explains what a company’s constitution is. It centres on the integral part of a company’s constitution; the articles of association. It considers the definition of a company’s constitution under the Companies Act 2006 (CA 2006), covers the nature of the articles of association and summarises the common provisions in a company’s articles. This Practice Note also considers entrenched provisions in the articles and the significance of the memorandum of association. What is a company's constitution? A company’s 'constitution' is defined under the CA 2006 as including: • the company’s articles of association, and • any resolutions and agreements affecting a company’s constitution The CA 2006 definition of 'constitution' is non-exhaustive and also refers to other documents forming part of the constitution of a company, including: • the certificate of incorporation and any certificates of incorporation on change of name • a current statement of capital (or statement of guarantee for a company limited by guarantee), and • any court orders or enactments altering the company’s constitution or sanctioning a compromise, arrangement, reconstruction or amalgamation Before

The determination of a company’s financial year is a complex process involving the determination of its accounting reference date (ARD) and its accounting reference period (ARP). A company’s financial year is determined by reference to its ARP—it will be the same as that period, save that the directors may determine that the financial year ends on a day not more than seven days before or after the end of the ARP. A company’s ARP is determined by reference to its ARD—it ends on that date. Some or all of these statutory provisions relating to a financial year may also apply to other companies (such as overseas companies) and entities, however, this issue is outside the scope of this Practice Note. Determining a company’s ARD The last day of the month in which the anniversary of its incorporation falls, is the ARD of a company incorporated: • in Great Britain on or after 1 April 1996 and before 8 November 2006 • in Northern Ireland on or after 22 August 1997 and before 8 November 2006, or

ARCHIVED: This Practice Note has been archived and is not maintained. Regulation (EU) No 1215/2012, Brussels I (recast) introduced important changes to the procedures for enforcing judgments in England which had been obtained in other EU Member States. Those changes move the burden of having a judgment obtained in one EU Member State, the State of Origin, recognised or enforced in another, the State of Enforcement, away from the party seeking recognition or enforcement. The burden now rests with the party resisting recognition or enforcement to establish one of the limited grounds for refusal. Central to those changes is the abolition of the requirement to obtain a declaration of enforceability. Regulation (EC) 44/2001, Brussels I, required a party seeking to enforce a judgment obtained elsewhere in the EU to obtain a declaration in the State of Enforcement that the judgment was enforceable. However, that need for a declaration that a judgment is enforceable has been removed in Regulation (EU) 1215/2012, Brussels