All employers in the UK are potentially required to pay the apprenticeship levy, even if they do not have apprentices. Under section 99 of the Finance Act 2016 (FA 2016), the levy is set at 0.5% of the employer’s annual pay bill, subject to an annual allowance of £15,000. This means that, in practice, the levy is only paid by employers whose pay bill exceeds £3m. For more information, see Practice Note:

As set out in Practice Note: Dormant companies and the dormant company exemption, under the sub-heading 'Why have a dormant company?', a dormant company may be a useful vehicle, eg: • it may be given a particular company name, in order to protect that name for use in the future or simply to prevent it being used by a third party, or • it may be set up to hold an asset, such as the freehold to a property or an intellectual property right For the purposes of the Companies

Section 1030 of the Companies Act 2006 (CA 2006) states that an application to the court for restoration must be made within six years of the date of dissolution of the company. There are just two exceptions in which case a company could be restored after that time limit has expired:

It is assumed for the purpose of this Q&A that the company in question is a private company limited by shares and that the company is lawfully able to declare and pay a dividend in accordance with Part 23 of the Companies Act 2006 (for further information, see Practice Notes: Dividends—the legal framework and Distributions). If a right of set-off does not exist between the sums payable by dividend and the sums due from the director/shareholder on the director's loan account, cash should actually move between the company and the director/shareholder in payment of the dividend and then repayment of the director's loan. As to whether a right of set-off exists, please see Practice Note: Types of set-off. The first step is to check that whether the company and the director/shareholder have agreed a contractual right of

If such a company proposes to carry out a share buyback, one key issue to consider is whether the shares to be bought back are fully-paid or not, which is a question of fact. If the shares are not, in fact, fully-paid (ie, if amounts remain unpaid in respect of their nominal value and any premium on it) they cannot be bought back as this would be in breach of section 691(1) of the Companies Act 2006 (CA 2006). If they are fully-paid, then they can be bought back, provided

Dormant company—exemption from audit A dormant company may be a public company or a private company. It is constituted and managed in the same way as any other company. However, the requirements relating to accounts and audit that generally apply to a company are relaxed in relation to a dormant company. A dormant company's annual accounts for a financial year must be audited, unless the company is exempt from audit. Exemption from audit Provided it is not excluded from the scope of the exemption, a dormant company will be able to rely on the exemption from audit under CA 2006, s 480 if: • it has been dormant since incorporation, or • it has been dormant since the end of the previous financial year and, in the current financial year, is not required to prepare group accounts (whether IAS group accounts or Companies Act group accounts, but ◦ is entitled to

STOP PRESS: From 6 April 2017, the Insolvency Rules 1986, SI 1986/1925 were revoked and replaced by the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024. The content in this Q&A may have been affected by this change. Repaying the debt If the company pays the petitioning creditor in full, then that petitioning creditor would no longer be able to wind up the company for that debt because that sum is no longer owing. However, if sums were still owed over and above the statutory sum (currently £750) to the petitioning creditor, then potentially, it would be possible for that same creditor to wind up that company for that alternate amount. In addition, depending on the circumstances (see below) an alternative creditor may be entitled to ‘take over’ the petition if they are owed over and above the statutory sum by the company. Therefore, it may still be possible

This Q&A assumes that: • the company is incorporated under English law • the trust is governed by English law We are not aware of any legal obstacle to the appointment of a company as trustee where the company is wholly-owned by the current trustees of the trust. However, the following issues arise from such an appointment: • the terms of the trust must not prohibit the appointment • ideally, the constitution of the company should specifically permit it to

The enterprise management incentive (EMI) regime is prescriptive and sets out numerous requirements that the company must meet at the time the options are granted. For the purposes of this question, it assumes the EMI company is a parent company. For a company to qualify for EMI purposes, it has to satisfy the following tests at the time of grant of the options: • independence test • qualifying subsidiary test • gross assets test • number of employees test, and • trading activities test This Q&A assumes that all the other tests have been satisfied and examines whether the trading activities test can be satisfied where a company receives royalties and licence fees. Broadly, for a company to satisfy the trading activities test, it must exist, wholly for the purpose of carrying on (or be preparing to carry on (and actually begin the qualifying trade within two years of the options being granted)) one or more qualifying trades on a commercial, profit-making basis, which

Companies should comply with their articles of association in relation to the proceedings of directors. The Companies (Tables A to F) Regulations 1985, SI 1985/805, Table A (Table A articles) did not contain a specific provision in relation to virtual attendance at board meetings ie attendance by dialing in to conference calls or video calls or by using any other methods of real time communications. Common practice was for such articles to be amended to contain specific provision for such attendance, so as to remove any doubt regarding the validity

For the purpose of this Q&A, we have assumed that reference to notice is notice under the Landlord and Tenant Act 1987 (LTA 1987). LTA 1987, Pt 1 gives qualifying tenants of flats a right of first refusal enabling them to purchase the interest of their landlord if and when they propose to dispose of it. The right is framed in negative terms, prohibiting the landlord from making a relevant disposal without first serving a notice on the qualifying tenants and requiring that the disposal is made in accordance with the statutory requirements. Those statutory requirements are designed to ensure that the landlord, having established

Shares are personal property (moveable property in Scotland) and transferable in accordance with a company's articles of association, subject to: • the Stock Transfer Act 1963 (STA 1963) • regulations made under Chapter 1, Part 21 of the Companies Act 2006 (CA 2006) (this broadly deals with the transfer without written instrument of uncertificated