Tax transparency A general or limited partnership is not taxable in its own right. Instead the partners are taxable on their share of the partnership's profits and gains (or can claim relief for their share of its losses), whether or not the profits and gains are distributed to the partners. This is referred to as tax transparency ie the legislation 'looks through' the partnership to tax the underlying partners For further information, see Practice Notes: Taxation of limited partnerships and Taxation of general partnerships. An limited liability partnership (LLP) is regarded as a separate legal entity, but if it carries on a trade, profession or business with a view to profit it is regarded for tax purposes as if it were a partnership ie it is also tax transparent. For further information, see Practice Note: Taxation of UK LLPs. For background on LLPs generally, see Practice Note: The nature of a limited liability partnership and its legal framework. Income/corporation tax Broadly,

A non-UK based purchaser of a UK business (or UK-headquartered business) will need to consider the following tax issues: • the UK costs associated with the acquisition • the tax-efficient return of profits to the non-UK purchaser • maximising the UK tax-efficiency of the target business • a tax-efficient exit, and • common transaction structuring options to consider to mitigate acquisition tax costs and maximise tax efficiency This Practice Note considers these issues in turn. For a summary of the key non-UK tax issues in this context, see question 18 in the jurisdictional guide: Lexology Panoramic: Private M&A and Lexology Panoramic: Public M&A. Local tax advice will be required to consider those issues. UK costs associated with the acquisition of a UK business There are several potential UK tax costs that need to be considered in connection with the acquisition of a UK business by a non-UK corporate purchaser. Stamp duty and stamp duty reserve tax On a transfer of shares in a UK company, stamp

Generally, an employee is subject to income tax in the UK on general earnings if the employee is resident in the UK. However, even if an employee is not UK resident, the employee will be subject to UK tax on employment earnings if the earnings are in respect of duties performed in the UK (or from overseas Crown employment). For more detail, see Practice Note: How employment income is taxed—concept of general earnings. The PAYE regime requires tax to be deducted from relevant payments made by employers to employees on account of UK income tax. However, while an obligation to operate PAYE can arise where an employer is not based in the UK, an employer will not have a PAYE obligation in situations where there is no UK income

We have assumed that: • 'Offshore bond' refers to a non-qualifying insurance policy within the scope of Chapter 9 of Part 4 of the Income Tax (Trading and Other Income) Act 2005 (ITTOIA 2005) • This response does not consider the ability of a non-UK insurer to market and/or sell an offshore bond to a UK resident • This response does not consider the taxation of the settlor and beneficiaries of the trust We are not aware of any restrictions under English law which would prevent a UK-resident trust from holding an offshore bond. A non-resident trust becomes UK resident if either the non-resident trustees themselves

We have assumed that the deceased was domiciled in a part of the UK at the time of death. If the deceased was domiciled in a part of the UK at the time of death, the Spanish property will be subject to UK inheritance tax (IHT). However, the extent of liability to IHT on foreign situs assets may be mitigated because of the operation of a double tax treaty relating to IHT between the UK and the country in which the assets are located.

There are various UK tax issues to consider on the merger of two non-UK companies holding UK residential property. It is important to understand the precise mechanics of the merger and what assets are being transferred on the merger. It is also important to establish whether there is any consideration

This Q&A provides an introduction to the use of UKCA marking and UKNI marking for products placed on the market in the United Kingdom from 1 January 2021. It also considers whether the EU equivalent, CE marking, remains relevant. UKCA marking A ‘United Kingdom Conformity Assessed’ (UKCA) marking is a product marking introduced with effect from 1 January 2021 for certain products placed on the market in Great Britain (England, Wales and Scotland) (GB). UKCA is not significantly different to the previous EU-derived CE marking, but was necessitated as a result of Brexit for the UK market as a replacement for CE marking. Notwithstanding its nomenclature, UKCA is not recognised for products placed on the Northern Ireland (NI) market which continue to require the CE marking, and also (in certain circumstances) the new UKNI marking (see below). Further, UKCA is not recognised in the EU, and CE marking will still be required for the purposes of the placement of relevant products on the market in the EU. When

What are the UK’s automatic exchange of information obligations with Guernsey? There are three relevant sources of law on this topic: • Double Taxation Relief and International Tax Enforcement (Guernsey) Order 2009, SI 2009/3011 • International Tax Enforcement (Guernsey) Order 2013, SI 2013/3154 and • Intergovernmental agreement (IGA) between the UK and Guernsey Double Taxation Relief and International Tax Enforcement (Guernsey) Order 2009 As set out in the explanatory notes to SI 2009/3011 (found after the Schedule), the dates of coming into force are published in the London, Edinburgh and Belfast Gazettes. This publication happened on 31 December 2009 (see: London Gazette 31 December 2009) where it states that SI 2009/3011 came into force in respect of capital gains tax, corporation tax, income tax, inheritance tax and VAT on 17 November 2009 (the order is listed four times, ie once in respect of each tax). The explanatory note goes on to say: 'It will take effect in the United Kingdom— '(a) in respect of income tax, for any

Enforcing a judgment against a debtor There are a number of ways that you can execute a judgment against a debtor. The options available are set out in CPR 70 and Q&A: What methods of enforcement strategy, including contempt of court proceedings, may be available where an interim charging order has been obtained against the defendant in respect of unpaid court orders of £40,000? What if the defendant has been made bankrupt? The different methods of enforcement can be complex and consequently deciding which method to pursue is difficult. Therefore, the more information a creditor knows about the debtor and its assets, the more effectively it can target enforcement. To find out more information a judgment creditor can apply for a court order

Design contests are defined as follows in the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102, reg 2: 'those procedures which enable a contracting authority to acquire, mainly in the fields of town and country planning, architecture and engineering or data processing, a plan or design selected by a jury after being put out to competition with or without the award of prizes.’ The rules governing design contests are set out in PCR 2015, SI 2015/102, regs 78–82. In brief, a contracting authority publishes a contest notice in the Official Journal of the European Union (OJEU), inviting candidates to submit designs for a project (PCR 2015, SI 2015/102, reg 79). The number of competing candidates can be limited by reference to ’clear and non-discriminatory selection criteria’ (PCR 2015, SI 2015/102, reg 80) which might include, for example, a requirement that candidates hold a particular professional qualification. The designs

Earn-outs are most useful where the business being sold is difficult to value with accuracy. This may be because the business is too new to have built up a 'track record' or a number of sets of audited accounts, or for other reasons (eg the profits or losses of the business fluctuate in an unpredictable manner due to the nature of the business). In a typical earn-out transaction, the buyer will pay an agreed amount on completion of the acquisition (perhaps reflecting, for example, the ascertainable net value of the assets acquired), with an amount of deferred consideration being payable

A company should consider several factors when contemplating whether or not to admit its securities to trading on a public market and offering its securities to the public for the first time (otherwise known as an ‘initial public offering’ (IPO)). Some of the key advantages and disadvantages of an IPO are set out below. Advantages: • capital access—entering a public market gives a company access to additional capital outside of the banking system. Equity finance can be raised both at the initial listing and also in the future, through further capital raisings. This additional equity can be used for expanding the business or to reduce a company's debt. Additionally, listed shares could be used as currency in acquisitions, giving the company an alternative form of consideration to cash when purchasing companies or businesses (assuming it is an acceptable form of consideration to the seller) • increased global profile and reputation—a company's image is usually enhanced by being on a public market due