Share and asset sales

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Practice notes
VAT on composite suppliesSingle composite supplies vs multiple suppliesWhere a supply comprises a number of different elements with varying VAT...
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Produced in partnership with Martin Shah and Gary Barnett of Simmons & Simmons LLP 19th May
Practice notes
Commercial service charges—VAT implicationsThis Practice Note is about the VAT treatment of non-residential service charges. General positionService...
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Produced in partnership with Martin Scammell 19th May
Practice notes
Offshore receipts in respect of intangible property (ORIP)Since 6 April 2019, a person that is neither UK tax resident nor resident in a full treaty...
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19th May
Practice notes
FATCA in the UK—the UK:US Intergovernmental Agreement: an outlineIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit...
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Produced in partnership with Ali Kazimi and Chris Orchard of Hansuke Consulting Limited 19th May
Practice notes
Tax considerations on a loan agreement—the tax gross up clauseIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit...
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Produced in partnership with Eloise Walker of Pinsent Masons 19th May
Precedents
1 Withholding and grossing up 1.1 All sums payable under this [Agreement] by or on behalf of any party (for the...
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19th May
Practice notes
Taxation of UK LLPsA UK limited liability partnership (LLP) is a body corporate for company law purposes, but is generally taxed as though it were a...
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19th May
Practice notes
Section 198 and 199 elections on transactions involving real estateThis Practice Note describes the law and practice relating to elections under...
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Produced in partnership with Martin Wilson 19th May
Practice notes
Loan capital exemption from stamp dutyDebt which:•qualifies as loan capital (whether it is short or long-term debt), and•satisfies further conditions...
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19th May
Practice notes
The Budget and Finance Bill processThe Budget is a Parliamentary event at which the Chancellor of the Exchequer makes important announcements relating...
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19th May
Practice notes
Capital reduction demergersThe reasons why a company might carry out a demerger, and the different ways in which a demerger may be structured, are...
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Produced in partnership with Zoe Feller of Bird & Bird 19th May
Q&As
Corporate redomiciliation—can a non-UK company redomicile into the UK?It is possible for a non-UK incorporated company to redomicile to the UK....
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19th May
Practice notes
Why have a tax covenant?It is market practice for a tax covenant, also known as a tax deed, to form part of the transaction documents in respect of a...
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19th May
Practice notes
R&D capital allowancesFORTHCOMING CHANGE: At Spring Budget 2021, the government announced a wide-ranging review of research and development (R&D)...
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Produced in partnership with Anne Fairpo of Temple Tax Chambers 19th May
Practice notes
Transfer of a trade under common ownershipSometimes the restructuring of a business will involve a company transferring an existing trade to a...
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19th May
Practice notes
SDLT group reliefFORTHCOMING CHANGE relating to FA 2008, Sch 36: In its Tax Information and Impact Note (TIIN) on freeports, the government announced...
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19th May

Most recent Share and asset sales content

Precedents
Share purchase agreement—pro-buyer—corporate seller—conditional—long formThis Agreement is made on [insert day and month] 20[insert...
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9th Sep
Practice notes
VAT—consequences of a transfer of a going concernThe conditions for a transfer of a business to be treated as a transfer of a going concern (a TOGC)...
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5th Sep
Practice notes
Private company transactions—share incentive considerationsSignificance of the target company's share incentive arrangements in the event of a...
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31st Aug
Precedents
Asset purchase agreement—long form—conditional (buyer’s version)This Agreement is made on [insert day and month] 20[insert year]Parties1[insert name...
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25th Aug
Precedents
Share purchase agreement—cross-borderThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate...
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25th Aug
Practice notes
Warranty and indemnity and contingent risk insurance in distressed M&A transactionsDespite economies around the world receiving unprecedented...
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Produced in partnership with Adrian Furlonge of Hemsley Wynne Furlonge LLP, Arianna Scocchera of HWF and Dr Mark Parrett of Hemsley Wynne Furlonge LLP 19th Aug
Precedents
Tax warranties—short form1Compliance1.1ReturnsThe Company has duly and properly submitted all [material] computations and returns (including all land...
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19th Aug
Precedents
Tax covenant—single corporate seller—buyer and seller wordingIP COMPLETION DAY: The Brexit transition period ended at 11pm on 31 December 2020. At...
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19th Aug
Precedents
Tax covenant—short form—buyer and seller wordingIP COMPLETION DAY: The Brexit transition period ended at 11pm on 31 December 2020. At this time...
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19th Aug
Precedents
Tax covenant—multiple individual sellers—buyer and seller wordingIP COMPLETION DAY: The Brexit transition period ended at 11pm on 31 December 2020. At...
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19th Aug
Precedents
Election letter—reallocation of gain or loss to another member of a group—TCGA 1992, s 171AHM Revenue and Customs[insert address][insert date]Election...
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19th Aug
Practice notes
VAT—transfers of a going concern involving land and buildingsThis Practice Note is about the issues that arise on a transfer of a going concern...
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Produced in partnership with Martin Scammell 16th Aug
Practice notes
Section 198 and 199 elections on transactions involving real estateThis Practice Note describes the law and practice relating to elections under...
Read More >
Produced in partnership with Martin Wilson 16th Aug
Practice notes
Capital allowances on property sales—pre-contract enquiriesThis Practice Note is about capital allowance-related pre-contract enquiries on a property...
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Produced in partnership with Martin Wilson 16th Aug
Practice notes
Capital allowances—interaction with CGT, VAT and stamp taxesThis Practice Note sets out how the capital allowances rules interact with the rules...
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Produced in partnership with Martin Wilson 16th Aug
Practice notes
VAT—what is a transfer of a business as a going concern?The sale of a 'business' is really a sale of assets bundled together. VAT would therefore be...
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16th Aug
Precedents
Election—capital allowances apportionment on sale of land—CAA 2001, s 198[Date][Transferor's name and Unique Taxpayer Reference (UTR)][Transferee's...
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Produced in partnership with Martin Wilson 16th Aug
Precedents
Capital allowances clauses—property sale contract1Capital allowances—for use where the Seller has claimed plant and machinery allowances and the...
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Produced in partnership with Martin Wilson 16th Aug
Precedents
Election—capital allowances apportionment on grant of lease—CAA 2001, s 199[Date][Grantor's name and Unique Taxpayer Reference (UTR)][Grantee's name...
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Produced in partnership with Martin Wilson 16th Aug

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