Precedent transfer This Precedent gives suggested wording for Form TP1 in the rare circumstances of a leasehold assignment of part. Assignments of part are unpopular with landlords because the consequent fragmentation of the tenant covenants inevitably makes it harder and costlier for the landlord to collect rent, enforce the covenants and otherwise manage the property. See Practice Note: Assignment of part of the demised premises. Form TP1 must be used where the assignment is of part of a registered lease, or of part of an unregistered lease that has more than seven years left to run. An adaptable Word version of the precedent form TP1 can be downloaded, saved or printed from this link: Apportionments On an assignment of part, the tenant and assignee should agree to apportion: • the rent payable under the lease; • any other amounts payable under the lease (insurance, service charge etc); and • the responsibility for any other covenants that are non-attributable to the various parts of the premises. The landlord (and any mortgagee of the landlord) should be asked to consent to the apportionments.

Precedent transfer An adaptable Word version of the precedent form TR5 can be downloaded, saved or printed from the link on this page. Drafting notes to precedent transfer See HM Land Registry Practice Guide 33: large scale applications and calculation of fees for HM Land Registry’s guidance on completing form TR5. Panel 1—Title numbers Each title number should be listed alphanumerically. Insert ‘U’ in the first column if the relevant Property is unregistered. Indicate in the second column if it is the whole or part of the relevant title that is being transferred by inserting ‘W’ or ‘P’. Attach plans for a transfer of part of a registered title or for a transfer/conveyance of unregistered land. If the price has been apportioned between the various Properties, the price attributable to each Property may be set out in the final column. If implied covenants for title for each Property are not being modified in accordance with panel 9 (or as set out in the relevant Schedule), the appropriate title guarantee can also be set out in

This flowchart, produced in partnership with Anthony Shatz of Fladgate LLP, illustrates the steps to be taken and the issues

This Flowchart illustrates the usual procedure to effect a transfer of

There are a number of circumstances in which shares in a company may be transferred, the most common of which are upon a sale of the shares or by a gift of the shares. Other circumstances include a transfer of shares upon the granting or enforcement of security or their transmission by operation of law (eg where the death or bankruptcy of a shareholder has occurred). For more information about the transmission of shares, see Q&A: Can personal representatives transfer shares in a company without a grant of probate? It is most common for shares to be transferred upon a sale. A sale of shares will normally take place pursuant to the terms of a share purchase agreement or an option agreement. A company may also buy back its own shares. For further information on share buybacks, see Practice Note: How to carry out a share buyback. This fundamental notes focuses on the transfer of the title to certificated shares upon a sale that is not a share buyback. What are certificated shares and uncertificated shares? Shares

There are a number of circumstances in which shares in a company may be transferred, the most common of which is on a sale of the shares. Other circumstances include a transfer of shares upon the granting or enforcement of security or by way of gift. It is also possible for a company to buy back its own shares or for its shares to be transmitted by operation of law (eg where the death or bankruptcy of a shareholder has occurred). This Practice Note focuses on the transfer of shares on a sale that is not a share buyback. For information on share buybacks, see Practice Note: How to carry out a share buyback. On gifts of shares, see Commentary: Gifts of shares: Gore-Browne on Companies 23[9]. For information about the enforcement of security over shares, see Practice Notes: Enforcement—share security and Taking security over uncertificated shares held in CREST. In relation to the transmission of shares, see Q&A: Can personal representatives transfer shares in a company without a grant of probate? Certificated shares, uncertificated

There are stark differences between the common law process of transferring title in moveable property in Scotland, and in particular off-site goods and materials, compared to the process under English law. These differences frequently lead to confusion, especially in areas of law such as construction, where it is common to seek to gain ownership of goods, plant and materials prior to their incorporation into the construction works, or even prior to their delivery to site. This Practice Note discusses some of the constraints around transfer of moveable property in construction projects in Scotland, and how parties may mitigate against those risks. Although it is drafted particularly from the perspective of the employer and contractor relationship, this guidance will apply equally as between, for example, contractors and sub-contractors (for more resources on sub-contracting generally, see: Sub-contracts in construction—overview). Common law—transfer of ownership in moveable property Contrary to the regime in England, parties cannot transfer ownership under Scots law construction contracts merely by making

STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories, such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the listing regime as it was prior to 29 July 2024. In addition, this Practice Note refers to an earlier version of the UK Corporate Governance Code, rather than the current version that was published on 22 January 2024. For further information, see Practice Note: The UK Corporate Governance Code. In additon, significant reforms to the UK prospectus regime came into force on 19 January 2026. The new

The transfer of a business from one undertaking to another.

This guide provides general information about the Transfer of Undertakings (Protection of Employment) Regulations 1996 (TUPE). Your employment lawyer will be able to provide specific advice based on your circumstances. What is TUPE? TUPE stands for the Transfer of Undertakings (Protection of Employment) Regulations 2006, referred to in this guide simply as ‘TUPE’. The purpose of TUPE is to protect employees’ rights when the business, part of the business or the service they work in transfers to a new employer. This may occur when a business or part of a business is sold, or work is outsourced, brought back in-house or moved from one contractor to another. In practical terms, the effect of TUPE can mean that: • transferring employees automatically transfer to the new employer (known as the transferee) on their existing terms and conditions • their continuity of employment is preserved • dismissals or contract changes connected with the transfer are restricted TUPE also sets out specific obligations for the existing employer (known as the transferor) and the transferee to provide information to and, in certain circumstances to consult with, representatives

For inheritance tax purposes, a disposition made by a person as a result of which the value of their estate immediately after the disposition is less than it would be but for the disposition (IHTA 1984, s 3). See also ‘chargeable transfer’ and ‘exempt transfer’.

Precedent transfer An adaptable Word version of the precedent form TR1 can be downloaded, saved or printed from this link: Drafting notes to precedent transfer Panel 1—Title numbers If there are a number of properties, each title number should be listed alphanumerically and may be numbered starting with one, and each property listed in the same order as the title numbers and correspondingly numbered. Use form TR5 if there is a substantial number of registered titles. Panel 2—Property description The optional wording is for use where the Property is unregistered. It is not usually necessary to refer to a plan in a transfer of the whole of unregistered land. It is normally sufficient to refer to the conveyance or instrument containing the description of the property. The transfer will only need to include a plan where the root conveyance or instrument does not enable the land to be fully identified (ie by containing a plan, by referring to the plan in an earlier deed or containing or referring to a sufficiently clear verbal description). Where a plan accompanies the transfer, the application for registration