Owner-managed Businesses

This practice note summarises the development of anti-avoidance case law from WT Ramsay v Inland Revenue Commissioners (1982) 54 TC 101 to date. It also includes some practical tips for structuring transactions to reduce the risk of attack by HMRC based on anti-avoidance case law.

A practice note on the tax issues for the buyer to consider when financing an assets acquisition. The note covers both domestic and cross-border transactions.

This practice note discusses the tax issues for buyer and seller in an asset purchase, and how the conflicting tax objectives of buyer and seller can be dealt with when structuring the purchase.

Many commercial property transactions are, potentially, liable to direct and indirect taxes. This practice note considers the tax treatment of a property purchase.

A practice note summarising the Corporate Venturing Scheme (CVS) and the tax reliefs for companies investing in shares which qualify for the CVS. Note: The CVS reliefs had effect in relation to qualifying shares issued between 1 April 2000 and 31 March 2010. Accordingly, it is no longer possible to make investments under CVS.

This practice note gives an overview of direct taxes in the UK tax regime. It covers income tax, corporation tax and capital gains tax. It discusses the principles of calculation, rates, payment and compliance, and reliefs (such as capital allowances and research and development (R&D) relief).

A practice note on the tax treatment of dividends.

A practice note about the direct tax disclosure regime applicable before 1 August 2006. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements.

The definition of employment-related securities is essential for several provisions under which income tax (and potentially also NICs) can arise where securities are acquired or held by or for employees or directors. Some of these tax charges arise frequently and are important in many situations. This practice note examines the meaning of securities and employment-related for the purposes of these tax charges.

A practice note summarising the Enterprise Investment Scheme (EIS), which gives tax relief to individuals for certain investments in unquoted companies.

Overview of the key legal requirements relating to the execution of deeds and documents under the laws of England and Wales. It reflects the law on execution from 1 October 2009. For details of the law governing execution of deeds and documents before 1 October 2009, see Practice note, Execution of deeds and documents: pre-1 October 2009.

This note explains what a family charter is and why it may be useful to have one. It also describes the issues which are normally dealt with in a family charter.

A practice note providing a brief overview of the schemes and guidance available to homeowners who are in arrears with their mortgage repayments and at risk of repossession.

This practice note sets out how to incorporate a limited liability partnership (LLP) under the Limited Liability Partnerships Act 2000, the factors to consider when incorporating and the key steps to take post-incorporation.

This note is a general summary of the rules for calculating income for the purposes of UK income tax. It also provides links to notes describing other aspects of the UK income tax rules, such as how income is taxed and exemptions from income tax.

This note is a general summary of the principles underpinning UK income tax. It describes what income is and how it is taxed. It also provides links to notes describing other aspects of the UK income tax rules, such as calculation of income and exemptions from income tax.

The rules in Part 8 of the Corporation Tax Act 2009 apply to a company's intangible assets. This practice note considers those rules, and how they affect a company's liability to corporation tax.

This negotiating guide explains the purpose and rationale for the provisions in Standard document, International tax covenant. It also explains some issues that commonly arise in negotiations and, in some cases, suggests additional drafting that may be useful.

This note outlines the law regarding a limited liability partnership's (LLP) choice of name and its trading disclosure requirements under the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (SI 2009/1804) (as amended). It discusses the factors to consider when choosing and registering an LLP name and also the disclosures required on business letters and at the LLP's registered office.

This practice note examines the various tax issues that arise in relation to limited partnerships, including the tax treatment of partners and the tax consequences of changes in limited partnership interests.

Promoters and in some cases users of certain National insurance contributions (NICs) saving arrangements are obliged to disclose details of those arrangements to HMRC from 1 May 2007. This note sets out the types of arrangements that are caught by those rules, who must disclose and when disclosure must be made. 

A quick guide to explain when and why an employer can apply for a dispensation from PAYE reporting. 

This practice note examines powers of attorney, in particular, general powers of attorney and their commercial application. It includes links to standard documents for general powers of attorney and specimen execution clauses. For further details on other types of powers of attorney, see Practice note, Lasting powers of attorney and Practice note, Enduring powers of attorney.

This legislation tracker is an archive of items removed from PLC Private Client legislation tracker, including Acts where provisions of interest to private client practitioners have been in force for at least a year, Bills that are not proceeding and Law Commission projects where the government has introduced a Bill in Parliament or published a draft Bill for consultation, or where it appears that the government will take no further action.

This practice note covers the tax issues that commonly arise when private equity firms invest venture and development capital in start-up and smaller companies.

This practice note explores the main tax issues arising in a private equity backed management buyout that can have an impact on the investee company or group.

An outline of the law of professional negligence. This note considers: The requirements for claims in contract and tort. The application of the SAAMCO principle. The Bolam test. Contributory negligence. Contribution. The use by professionals of exclusion clauses to limit liability.

Ths note explains that a Quistclose trust is a form of resulting trust that may arise when funds are transferred for specific and exclusive purposes, as explained in Twinsectra Ltd v Yardley and others [2002] UKHL 12. It gives examples from case law of loans and other situations, and summarises factors to consider when advising.

A practice note about the Finance Act 2012 measure creating a new tax relief for foreign income or capital gains brought to the UK by a remittance basis taxpayer for the purpose of making a commercial business investment in an unlisted company or a company listed on an exchange-regulated market (such as AIM or PLUS-quoted). We would welcome subscribers' comments on the practical operation of the relief (see Your comments). NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see 2013 Budget: key private client tax announcements.

This note contains links to practice notes covering: the meaning of "residence" and "ordinary residence" in the context of UK taxation; the meaning of "domicile" and the UK tax implications for individuals of these concepts.

This practice note considers the anti-forestalling measures implemented by the previous government in the Finance Act 2009 in advance of its abortive plans to restrict tax relief on pension saving for high-income individuals. The anti-forestalling measures only applied to pensions tax relief claimed in the 2009/10 and 2010/11 tax years.

A practice note on the tax treatment of scrip dividends and dividend reinvestment plans (DRIPs).

This practice note looks at: 1. The main tax advantages for the buyer and seller of a share purchase. 2. The main tax advantages for the buyer and seller of an asset purchase.

This practice note discusses the main pre-sale tax issues to consider on a share sale. It assumes that the target company is resident and incorporated in the UK. The tax treatment of non-UK residents depends on the tax laws of their jurisdiction.

This practice note deals with the way that companies account for tax in their accounts.

This practice note explains why a tax covenant and tax warranties are necessary protection for the buyer in a typical share sale.

Almost all private share sales include tax warranties given by the seller to the buyer. This practice note explains, in broad terms, the main issues that the tax warranties will usually cover.

This note considers the practical impact of stamp duty on commercial transactions. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements.

This practice note explains when a stock transfer form is required, and provides details on how to complete the form. For a stock transfer form that can be edited and saved to your desktop, please see Standard document, Stock transfer form.

A practice note about how to lodge a tax appeal and the optional HMRC internal review of a disputed decision.

This practice note explains the procedure for bringing a tax appeal before the First-tier Tribunal, including notification of the appeal, allocation of the appeal to one of the four tax case categories, case management, the hearing, evidence and witnesses, the tribunal's decision and costs. 

This negotiating guide explains the purpose and rationale for the provisions that usually appear in the tax covenant on a share sale. It also explains some issues that commonly arise in negotiations and in some cases suggests additional drafting that may be useful. It is designed to accompany the long-form PLC Tax covenant: Standard document, Tax covenant: long form. It can also be used with Standard document, Tax covenant: corporate seller version and Standard document, Tax covenant: individual seller version. The section headings in the negotiating guide do not correspond to the order, or in some cases to the headings, of the equivalent provisions in these two versions. But the negotiating guide may still be helpful because the underlying principles are the same, and because all key provisions, and many other provisions, appear in all three tax covenants, as they do in most tax covenants.

A note containing tables of CGT rates, main exemptions and reliefs, deadlines for returns and payments, and time limits for assessments and claims, with links to interest rates on CGT paid late and overpaid CGT, and to more detailed information about CGT.

A note containing tables of inheritance tax (IHT) rates, main exemptions and reliefs, deadlines for returns and payments, and time limits for assessments and claims, with links to interest rates on IHT paid late and overpaid, and to more detailed information about IHT. It includes some information about capital transfer tax (CTT) and estate duty.

A note containing tables of rates of stamp duty land tax, stamp duty and stamp duty reserve tax, deadlines for returns and payments, and time limits for assessments and claims, with links to intereste rates on tax paid late and overpaid tax, and to more detailed information about stamp taxes.

A document tracking the development of certain notable pieces of proposed new legislation relating to the taxation of owner-managed businesses.

This practice note provides tax data and tables for tax years including 2009-10, 2010-11, 2011-12 and 2012-13 in relation to capital allowances, capital gains tax, corporation tax, stamp duty, SDLT, SDRT and VAT.

An overview of the way in which payments made to employees on termination of their employment are taxed.

The trust is widely admired and recognised in many jurisdictions around the world. Although primarily used by individuals, they also have a wide variety of applications in a commercial context. This practice note provides an introduction to trusts and trustees and considers some commercial applications of trusts.

A practice note providing a brief summary of the operation of the rules governing the transfer of a business as a going concern where the assets transferred include land and buildings.