In the UK, certain relationships and close ties that firms may have are considered to have the potential to affect the way in which a firm is run and could affect consumer outcomes and interfere with effective regulatory supervision. As a result, the Financial Conduct Authority (FCA) and the Prudential Regulation Authority (PRA) have certain powers in relation to close links, aimed at ensuring that adequate supervision of financial services firms can take place. A major driver behind the regime is the prevention of financial crime and market abuse. This Practice Note provides an overview of the UK close links regime, including the threshold conditions that authorised firms with close links must satisfy to ensure that they can be effectively supervised by the FCA and PRA, and the requirements for firms to keep the FCA and/or PRA informed about their close links on an ongoing basis. The UK close links regime The concept of ‘close links’ is based on Directive 95/26/EC (the Post-BCCI Directive), which was designed to reduce the risks posed by a lack of

Date: [date] Parties 1 [name of Landlord] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Landlord) 2 [name of Tenant] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Tenant) 3 [[name of Tenant’s Guarantor] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Tenant’s Guarantor)] 1 Definitions In this Deed, the following definitions apply: [Annual Rent • the annual rent reserved by the Lease;] Assignee • [name] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address]; [Assignee’s Guarantor • [name] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address];] Assignment • the assignment of the Lease by the Tenant to the Assignee; [Costs • are any costs, losses, damages and liabilities, whether or not resulting from claims, demands, actions or proceedings;] Lease • the lease of the Property dated [date] made between (1) [the Landlord OR [name of original landlord]] [, OR and] (2) [the Tenant OR [name of original tenant]] [and (3) [the Tenant’s Guarantor OR [name of original tenant’s guarantor or

On the assignment of a lease, a landlord might require the assigning tenant to enter into an authorised guarantee agreement (AGA) under section 16 of the Landlord and Tenant (Covenants) Act 1995 (LT(C)A 1995). This Practice Note looks at what constitutes an AGA and how it operates to enable an outgoing tenant to guarantee some or all of an incoming tenant’s obligations under a lease. It covers what an AGA should (and should not) contain, the position of an outgoing tenant’s guarantor on assignment (including guarantees of an AGA (otherwise known as a GAGA)), excluded assignments, and the release the former tenant and its guarantor. What is an authorised guarantee agreement (AGA)? An AGA is a guarantee given by an assigning tenant that meets the requirements of LT(C)A 1995, s 16. On the assignment of a lease, the landlord may require the assigning tenant to enter into an AGA. Under an AGA, the assignor (ie the outgoing tenant) guarantees the performance of some or all of the tenant covenants by the assignee (ie the incoming tenant). AGAs

Certain lump sum payments attract favourable tax treatment under the Finance Act 2004 if they meet certain conditions, these are known as authorised lump sums

The minimum nominal value of allotted share capital required for a public company to obtain a trading certificate or re-register as a public company (CA 2006, ss 765, 650, 662; Second Company Law Directive (77/91/EEC)).

The authorised minimum share capital in relation to the nominal value of a public company's allotted share capital is £50,000 or the prescribed Euro equivalent.

This is a term which is defined in the SRA Code of Conduct [2011] for the purposes of the SRA Handbook [2011] as meaning a firm which is authorised to carry on legal activities by an approved regulator other than the SRA.

A body incorporated by virtue of regulations under the Financial Services and Markets Act 2000, s 262 in respect of which an authorisation order is in force under any provision made in such regulations by virtue of subsection (2)(l) of that section.

For the purposes of the Financial Services and Markets Act 2000 (FSMA 2000), a person or firm who has permission to carry on certain regulated activities.

A professional firm which is an authorised person.

The nominal amount of share capital a company is authorised to issue. This does not provide any indication of the worth of the company.

The allotment of shares is governed by the Companies Act 2006 (CA 2006). The requirements that apply differ according to the type of company that is proposing the allotment and whether that company has a single class of shares or multiple classes. In addition to the relevant statutory provisions, on a proposed allotment of shares in a company careful consideration will need to be given to: • the company's articles of association, and • whether the concept of authorised share capital is still relevant to the company The concept of authorised share capital is not to be confused with the requirement for public companies to have an authorised minimum allotted share capital, as to which see the section on Additional requirements for public companies in Practice Note: Incorporating a company. For specific information on the allotment of shares by different types of companies, see Practice Notes: Allotment and issue of shares—private companies with one class of shares, Allotment and issue of shares—private companies with more than one class of share and public unlisted companies and Allotment and