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Key UK tax considerations for returning value to shareholders—comparative table

Key UK tax considerations for returning value to shareholders—comparative table STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime Finance Act 2025 (FA 2025) which received Royal Assent on 20 March 2025, implements legislation to abolish the remittance basis of taxation and replace it with a residence-based regime, commencing on 6 April 2025. FA 2025 also replaces domicile as the key factor in establishing liability to inheritance tax. Other changes include amendment of the rules determining excluded property status, the abolition of protected settlements status of offshore trusts, and changes to overseas workday relief. For information on these changes, see: Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based regime for IHT from 2025–26. The table below sets out different methods by which a company can return value to shareholders and summarises the key UK tax considerations relevant to each structure. In all cases, it is assumed that: • the company returning value is UK incorporated and...

Offences for which a DPA may be entered into—checklist

Offences for which a DPA may be entered into—checklist A deferred prosecution agreement (DPA) is an agreement between an organisation and a designated prosecutor to enable the latter to defer a prosecution by staying an indictment on specific terms. No proceedings in relation to the matters covered by the DPA may be instituted against the organisation while the DPA remains in force. A DPA therefore allows a company to continue without the threat of a lengthy criminal investigation and a costly prosecution hanging over it. For detailed information on DPAs, see Practice Notes: • Deferred prosecution agreements • DPA process • Terms and content of a DPA • DPAs in practice DPA’s are only available to organisations in respect of the offences specified under the Crime and Courts Act 2013, Sch 17 (CCA 2013). The checklist below, lists the offences for which a DPA may be entered into, including common law and statutory offences. In addition to the offences below, any offence that is ancillary to those listed below,...

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Funding an employee benefit trust

Funding an employee benefit trust This Practice Note covers the following issues in relation to the funding of an employee benefit trust (EBT): • practical aspects of funding an EBT • financial assistance—the background • financial assistance—the current position • relevance of financial assistance to EBTs • financial assistance—exemptions • the employees’ shares scheme exemption • consequences of non-compliance of the financial assistance provisions • tax implications for close companies which fund EBTs, and • corporation tax relief in respect of EBT funding Practical aspects of funding an EBT When an EBT is first set up, it needs to be provided with initial financing, as a trust cannot exist without initial trust assets. It is common for a nominal amount, for example £100, to be settled on the trustee in order to establish the EBT (for further details, see Practice Note: Setting up an EBT). However, after the EBT has established, other funding can be provided. This may be by way of: • voluntary contribution • loan...

SAYE—companies which qualify to operate an SAYE scheme

SAYE—companies which qualify to operate an SAYE scheme This Practice Note covers the following topics: • the law governing eligibility for companies to operate a save as you earn (SAYE) scheme • requirements and timing • the aims of the SAYE legislation • the legislative requirements for shares under SAYE schemes, including: ◦ requirement for shares to form part of ordinary share capital ◦ issues for group companies ◦ issues for a company which is controlled by another company ◦ issues for a company which is owned or controlled by a consortium ◦ issues for a company which is controlled by an unlisted company ◦ issues for jointly owned companies ◦ when is a company listed on a recognized stock exchange? ◦ fully paid up and redeemable shares, and ◦ requirements if there is more than one class of ordinary shares • checks and declarations regarding the shares, and • references to shares in the SAYE scheme For further information on SAYE schemes generally, see Practice Note:...

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Precedent tax clauses for a 50/50 joint venture agreement

Precedent tax clauses for a 50/50 joint venture agreement 1 Definitions and interpretation 1.1 In this Agreement, unless the context otherwise requires the following expressions shall have the following meanings: Relevant Proportion • means, for the purposes of clause, the maximum proportion of the Company’s [trading] losses [and other amounts eligible for relief from taxation] which is permitted by law to be surrendered to the relevant Shareholder (or member of its Shareholder Group) or, as appropriate, the maximum proportion of the Company’s trading profits against which the Shareholder (or member of its Shareholder Group) is permitted by law to surrender its [trading] losses [and other amounts eligible for relief from taxation]; VAT • means United Kingdom value added tax[ and any other tax imposed in substitution for it OR , any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom]; 2 Tax matters 2.1 [The central management and control of the Company shall be...

Group Relief Agreement

Group Relief Agreement This Agreement is made on [insert date] Parties 1 [Insert name of party] a company incorporated in England and Wales (under number [insert registered number]) whose registered office is at [insert registered address] (the Claimant Company); and 2 [Insert name of party] a company incorporated in England and Wales (under number [insert registered number]) whose registered office is at [insert registered address] (the Surrendering Company) (each of the Claimant Company and the Surrendering Company being a Party and together the Claimant Company and the Surrendering Company are the Parties). Recitals: (A) [the [Claimant Company OR Surrendering Company] is the beneficial owner of [the entire OR [Insert percentage]] % of the ordinary share capital of the [Surrendering Company OR Claimant Company] OR [[Insert name of third company]] is the beneficial owner of the [entire OR [Insert percentage]]% of the ordinary share capital of both the Surrendering Company and the Claimant Company]. During the Current Accounting...

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What filings are required in relation to the closing down of a UK establishment of an overseas company?

What filings are required in relation to the closing down of a UK establishment of an overseas company? It is assumed that the overseas company and its UK establishment are solvent. If an overseas company closes a UK establishment that is registered at Companies House, it must file a form OS DS01. Once Companies House has registered that document, the company no longer needs to file any documents for the UK establishment. See details in: Companies House guidance—overseas companies in the UK. Whilst there are no other company law filings required at Companies House regarding the closure of the establishment, other filings or notifications might be required depending upon its business and activities. For example, if the establishment has its own business and dealings with UK-based customers, any contracts with those customers should be reviewed regarding possible termination, variation or notice clauses. The closure of a non-UK resident company's UK branch and the cessation of its trade will have several tax effects that may require interaction with HMRC, who should...