Incorporated company Definition

GLOSSARY

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What does Incorporated company mean?

An incorporated company is recognised by the law as having a personality which is distinct from the separate personalities of the members of the company.

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Financial Services—Brexit—timeline [Archived]

Financial Services—Brexit—timeline [Archived] ARCHIVED: This Practice Note is archived and is no longer maintained. On 23 June 2016, the UK held a referendum on its membership of the EU, with a majority voting in favour of the UK leaving the EU. On 29 March 2017, the UK Prime Minister gave formal notification of the UK’s intention to withdraw from the EU, commencing the withdrawal process under Article 50 TEU. This timeline sets out key events, publications, and the next steps on Brexit relevant to financial services firms. 2024 Date Details 31 January 2024 UK Government Document: Financial Services and Markets Act 2023 (Commencement No 5) Regulations 2024SI 2024/250: Certain provisions of the Financial Services and Markets Act 2023 (FSMA 2023) come into force partly on 1 March 2024, partly on 1 August 2024, and fully on 1 January 2025. 31 January 2024 UK Government Document: Data Reporting Services Regulations 2024SI 2024/107: These Regulations are made in exercise of legislative powers under the Financial Services and Markets Act 2023 (FSMA 2023) in...

Guidelines for directors—maintaining non-UK tax residence of a non-UK company—checklist

Guidelines for directors—maintaining non-UK tax residence of a non-UK company—checklist A non-UK incorporated company becomes UK tax resident under the UK's domestic residence rules if it becomes centrally managed and controlled in the UK. Although some non-UK incorporated companies may wish to become UK tax resident, many do not. This Checklist: • summarises key guidelines that a non-UK incorporated company's board should aim to follow in order to reduce the risk that the non-UK incorporated company may become centrally managed and controlled, and therefore tax resident, in the UK—this Checklist may serve as a reminder for the directors • is relevant to non-UK incorporated companies that have some connection to the UK that gives rise to the risk that it may become UK tax resident, such as a non-UK incorporated company: ◦ where at least one (if not more) of its directors is/are UK tax resident ◦ that has its shares or debt securities listed on a recognised stock exchange in the UK, such as the Main Market of the...

Incorporating a company

STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. It is intended to enhance corporate transparency in the UK, principally through Companies House reforms and amendments to provisions of the Companies Act 2006. It also seeks to modernise the regulatory framework for limited partnerships and create stronger powers to tackle economic crime. ECCTA 2023 is to come into force in stages. A number of its provisions came into force on 4 March 2024 and may impact this content. For further information, see Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023, particularly the legislation and consultation tracker.What is a company?A company is a separate legal entity, distinct from its members. It is owned by its members and it is managed by its directors. It is regulated by the Companies Act 2006 (CA 2006).The company is a very commonly used business vehicle; there are over 5 million registered companies in...

How to establish and evaluate source of funds and source of wealth

How to establish and evaluate source of funds and source of wealth This Practice Note explains, in practical terms, how to establish and evaluate source of funds and wealth under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), SI 2017/692, as amended. It includes details and suggestions on the sort of documentation and information you might wish to obtain from clients, red flags to be aware of, and what to do if you have concerns. It provides guidance which is of general application, with specific guidance for firms supervised for anti-money laundering (AML) purposes by the SRA. If you are not a law firm and/or the SRA is not your AML supervisor, you should check whether additional or varied requirements apply for your sector and whether your regulatory body has any additional, sector specific requirements in relation to source of funds and wealth. There is no blanket requirement to establish the source of funds and source of wealth for every client and...

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Outline timetable for an AIM admission

Outline timetable for an AIM admission This precedent timetable shows the main steps involved in an AIM IPO (where a UK company is applying for the initial admission of its shares to trading on AIM) and no prospectus is required. Impact Day – 12 weeks Event Responsibility All parties meeting All Circulate timetable Nomad Circulate draft list of documents and list of parties Nomad Circulate draft engagement letters Nomad Circulate financial due diligence questionnaire and legal due diligence questionnaire Reporting accountants and Company solicitors Impact Day — 11 weeks Event Responsibility Circulate memorandum on directors’ responsibilities and potential liabilities in respect of an AIM admission document Company solicitors Circulate memorandum on the responsibilities and continuing obligations of a director of an AIM company Company solicitors Circulate directors’ questionnaires, directors’ powers of attorney and directors’ responsibility letters Company solicitors/Nomad Return response to financial due diligence questionnaire and legal due diligence questionnaire Company Commence financial due diligence (including financial procedures review) Reporting accountants Commence legal due diligence Company...

Memorandum on the responsibilities and obligations of a director of an AIM company

Memorandum on the responsibilities and obligations of a director of an AIM company 1 Introduction 1.1 This memorandum has been prepared for the directors and proposed directors (the Directors) of the Company to provide a general introduction to the principal responsibilities and obligations of a director of a company whose shares are admitted, or will be admitted, to AIM, a market operated by London Stock Exchange plc (LSE). 1.2 Once a company’s securities are admitted to trading on AIM, a company and its directors are subject to an increased layer of regulation. This includes requirements set out in the AIM Rules for Companies published by the LSE (AIM Rules), the Disclosure Guidance and Transparency Rules sourcebook (DTRs), the Prospectus Rules and the Market Abuse Regulation. 1.3 As a Director, you will be responsible (individually and collectively with your fellow Directors) for the Company's compliance with these provisions. The LSE has the power to fine or publicly censure an AIM company in the case of a...

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Where a cash dividend is declared by a UK company and it’s agreed to be satisfied by the transfer of shares in another UK company (and the book value of the shares is under £1,000 (but not nil)), what do you insert into the ‘consideration’ box in the stock transfer form?

Where a cash dividend is declared by a UK company and it’s agreed to be satisfied by the transfer of shares in another UK company (and the book value of the shares is under £1,000 (but not nil)), what do you insert into the ‘consideration’ box in the stock transfer form? What information on consideration does the stamp duty legislation require the instrument of transfer to include? Section 5 of the Stamp Act 1891 (SA 1891) requires ‘[a]ll the facts and circumstances affecting the liability of any instrument to duty, or the amount of the duty with which any instrument is chargeable’ to be ‘fully and truly set forth in the instrument’. Where UK shares are transferred, the instrument of transfer is a stock transfer form. Consequently, the consideration box of the stock transfer form must fully and truly set out the consideration. Depending on the circumstances, this may only require an amount to be inserted into the consideration box. In more complex circumstances, this may include an amount along...

Would a limited liability partnership be classified as a company for the purposes of determining connected persons under section 1122 of the Corporation Tax Act 2010? What about a limited partnership?

Would a limited liability partnership be classified as a company for the purposes of determining connected persons under section 1122 of the Corporation Tax Act 2010? What about a limited partnership? Section 1123 of Corporation Tax Act 2010 (CTA 2010) defines ‘company’ for the purposes of CTA 2010, ss 1122 and 1123 only as including ‘any body corporate or unincorporated association’ but not including a partnership. A similar definition of company, which also includes body corporates and excludes partnerships, is used for the general purposes of the Corporation Tax Acts in CTA 2010, s 1121. Under section 1(2) of the Limited Liability Partnerships Act 2000 a limited liability partnership (LLP) is a body corporate. As explained in Practice Note: Taxation of UK LLPs, LLPs are, provided they meet the requirements set out in section 1273 of the Corporation Tax Act 2009 (CTA 2009), for tax purposes treated as if they were partnerships, ie on a tax transparent basis, so that the profits of the LLP are...

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FTT decides no SDLT due on distributions of partnership and its properties following purchase of JPUT holding structure (Brindleyplace Holdings v HMRC)

Tax analysis: In Brindleyplace Holdings S.à r.l (BP Holdings), the FTT allowed BP Holdings’ appeal against an SDLT assessment relating to distributions in specie of a property investment partnership (BP ELP) and its properties.

Private Client weekly highlights—15 August 2024

This week’s edition of Private Client highlights includes: (1) HMRC’s publication of new ‘stand-alone’ IHT100 forms to replace the previous modular format; (2) the Court of Protection case of Re PQ (Court Authorised DOL: Representation During Review Period), in which the court held that continued representation of P is required during the review period of a community deprivation of liberty; (3) the case of Winfield v Revenue and Customs Commissioners, in which the FTT allowed the taxpayer’s appeal and found that multiple dwellings relief for SDLT was available; (4) publication of the Law Commission’s supplemental report and draft Bill on property rights in digital assets; (5) the case of Howe v Leck Holdings, in which the High Court held that an Inheritance Act claimant had real prospects of setting off that claim against a pre-existing debt she owed to the estate; (6) the Court of Appeal decision in HMRC v GE Financial Investments, in which the court found that no relief was available under the UK-US double tax treaty; and...

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