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General information to be disclosed by e-commerce websites—checklist

General information to be disclosed by e-commerce websites—checklist Businesses operating e-commerce websites (referred to as ‘traders’ below) may be subject to general information disclosure obligations under the following laws: • the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015, SI 2015/17 (Names and Trading Disclosures Regulations 2015)—see Practice Notes: Trading disclosures and Ongoing filing obligations and trading disclosures of a limited liability partnership • the Electronic Commerce (EC Directive) Regulations 2002, SI 2002/2013 (E-Commerce Regulations 2002)—see Practice Note: Information society services and e-commerce • the Provision of Services Regulations 2009, SI 2009/2999—see Practice Note: The Provision of Services Regulations 2009—impact on service providers and service recipients Most commercial websites are subject to the E-Commerce Regulations 2002 and the Provision of Services Regulations 2009. In addition, companies and limited liability partnerships (LLPs) are subject to the Names and Trading Disclosures Regulations 2015. These laws contain an extensive list of overlapping information regarding disclosure obligations. While not all of them may apply to all e-commerce websites, their applicability...

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...

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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...

Practical steps involved in implementing growth shares

Practical steps involved in implementing growth shares What are growth shares and are they appropriate? Growth shares, also known as value shares or hurdle shares, are a special class of shares that have restricted rights. These rights are designed to allow employees only to participate in post-acquisition increases in the value of the company. For more detailed explanation of the key features of growth shares and when they are normally introduced by a company, see Practice Note: Growth shares (value shares). Key features of growth shares Growth shares are specially constituted and classified under the articles of association of the company as a separate class of shares from the existing shares in the company. They will be issued to selected employees and will be subject to the provisions of the articles of association and also either to the subscription agreement that each participating employee will be asked to sign or the option documentation that they enter into, where the employee acquires their growth shares via an option over...

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Distribution agreement—non-exclusive—short form

Distribution agreement—non-exclusive—short form This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and 2 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor); each of the Manufacturer and the Distributor being a party and together they are the parties. Background (A) The Manufacturer manufactures [and supplies] the Products. (B) The Distributor has agreed to distribute the Products on a non-exclusive basis in the Territory in accordance with the provisions of this Agreement. The parties agree: 1 Definitions 1.1 In this Agreement: Active Sales • has the meaning given in Article 8(7) of VABEO; Affiliate • means any entity that directly or indirectly controls, is controlled by, or is in under common control with, another entity where “control” means the beneficial ownership of...

Facility letter (term loan): single company borrower—bilateral—unsecured

Facility letter (term loan): single company borrower—bilateral—unsecured [TO BE PRINTED ON THE HEADED PAPER OF THE LENDER] [insert name and address of borrower] [insert date] Dear [insert full name of borrower] We offer to place at your disposal a Sterling loan facility in the aggregate principal amount of £[insert amount in figures] ([insert amount in words] Sterling) [for the purpose of [insert details]] on the following terms and conditions: 1 Definitions 1.1 In this letter, unless otherwise provided: Base Rate • means the base rate of [the Lender OR [insert name of Bank]] for the time being and from time to time; Borrower • means [insert name of company], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address]; Business Day • means a day, other than a Saturday, Sunday or public holiday, on which banks are open for business in London; Commitment Expiry Date • means the earlier of the date falling [insert number]...

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Can an enterprise management incentives (EMI) option holder claim business asset disposal relief in relation to the sale of shares resulting from the exercise of an EMI option if a disqualifying event has previously occurred?

Can an enterprise management incentives (EMI) option holder claim business asset disposal relief in relation to the sale of shares resulting from the exercise of an EMI option if a disqualifying event has previously occurred? Business asset disposal relief (BADR) is a reduced rate of capital gains tax (CGT) that individuals or trustees, but not companies, can claim when they dispose of business assets. Certain conditions must be met before the relief will apply. In relation to disposals made after 6 April 2025, the effect of the relief is to reduce the rate of CGT on the disposal to 14% on a lifetime limit of gains of up to £1m. Previously, the rate of CGT that applied when BADR was available was 10%, but this was increased by the Finance Act 2025, which also legislated that the rate would be further increased to 18% for disposals made on or after 6 April 2026. For details of the qualifying conditions for BADR and the lifetime limit that applies to it, see...

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Competition weekly highlights—17 April 2025

This week's edition of Competition weekly highlights includes, from a UK perspective: (1) the Court of Appeal's judgment dismissing an appeal against a CAT ruling approving litigation funding arrangements regarding a damages action brought against Apple alleging abuse of dominance in the supply of Apple iPhones, (2) publication by Ofwat of its revised approach to water and wastewater mergers, (3) the CMA's decision to fine Keysight Technologies for failing to provide documents to the CMA during a phase 1 merger investigation, and (4) the CMA's decision to launch a call for inputs to inform its review of the Subsidy Control Act 2022.

Corporate weekly highlights—17 April 2025

This week's edition of Corporate weekly highlights includes: the FCA’s update following the closure of the consultation on the regulatory framework for the PISCES sandbox, news of the postponement of the implementation dates for the Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive, as well as news analysis on the UK’s approach to modern slavery. It additionally includes the Court of Appeal judgments in (i) Syspal Capital Ltd v Truman relating to the interpretation of pre-emption provisions in articles of association and (ii) Kington S.À.R.L. v Thames Water Utilities Holdings Ltd relating to a restructuring plan under Part 26A of the Companies Act 2006.