Additional liability meaning

Procedure for amending the articles of association Matters to review or actions to undertake Refer to the pertinent section of the Companies Act 2006 (CA 2006) and/or relevant Lexis+® UK material Tick box once step is complete or issue considered Getting ready to revise the articles and initial checks Will the proposed change oblige shareholders to take up additional shares, or increase a member’s liability? If so, shareholders’ approval will be necessary for the proposed alteration...

The Pre-Action Protocol for Personal Injury Claims Below the Small Claims Limit in Road Traffic Accidents (RTA Small Claims Protocol) is engaged for collisions taking place on or after 31 May 2021. For RTA personal injury matters, the small claims track cap for general damages—covering pain, suffering and loss of amenity (PSLA)—now stands at £5,000, save for exceptions in CPR 26.10 and CPR 26.11. The protocol is intended for situations where a person has sustained injuries in a road traffic accident (including, though not confined to, whiplash) and wishes to pursue compensation, provided the sum claimed for the injury does not exceed £5,000 and the value of the case does not exceed £10,000. It operates for claimants pursuing personal injury compensation from RTAs within these injury and overall value limits. For additional guidance on using the RTA Small Claims Protocol, consult Practice Note: The road traffic accident small claims protocol...

This checklist provides a concise guide to the actions required and the documents to assemble for an unlimited company to re-register as a private limited company under Part 7 of the Companies Act 2006 (CA 2006). Preliminary considerations Step Notes/Resources Tick box when step complete or matter considered Are the company and its directors fully informed of the additional restrictions and obligations that apply to private limited companies when compared with unlimited companies? If not, ensure they understand: the need to file accounts; members’ status will shift from unlimited liability to liability limited to the amount paid for their shares (or to the amount set out in the statement of guarantee, if the company is to be limited by guarantee); the company will be subject to share capital maintenance rules that did not previously apply to it as an unlimited company. Re-registration of an unlimited company as limited CA 2006, s 448 CA 2006, ss...

For further insight on forthcoming key developments, see Practice Note: Commercial—horizon scanner. For details of earlier developments relevant to commercial law and practice, consult the following Practice Notes: Commercial tracker Commercial tracker 2025 [Archived] Additional updates and commentary are available via our current awareness alerts and highlights. Click ‘Create Alert’ in your ‘Alerts’ tab and refine your personal settings to subscribe. Advertising, marketing and sponsorship Note—several shifts within the consumer protection landscape have influenced the regulation of advertising and marketing in 2025. These are discussed in the section: ‘Consumer protection’ below. What were the key developments in 2025? Advertising less healthy food and drinks In 2025, the much-anticipated framework governing promotion of less healthy food and drink moved from policy design to practical readiness for enforcement. The Health and Care Act 2022 (HCA 2022) received Royal Assent on 28 April 2022, introducing a 9 pm TV watershed for identifiable less healthy products and a restriction on paid‑for advertising...

The FTT decision As noted in a previous Insight, the proprietor of Vista Tower ('Grey') applied for an RCO against the building’s original developer and 95 additional parties who met the definition of ‘associated persons’ due to shared directors during 2017 to 2022. The owner requested an order requiring the respondents to cover both historic and forthcoming costs to rectify fire safety defects, estimated at over £20m. The FTT granted that relief, on a joint and several liability basis, against 75 respondents. The appeal Certain respondents appealed on these grounds: whether the Tribunal can make RCOs rendering multiple respondents jointly and severally liable for the same overall sum, or whether it must make individual orders against each respondent for a specifically identified amount. whether the Tribunal misdirected itself on the “just and equitable” test, given that for many respondents there was no demonstration that they participated in the relevant development or obtained remuneration from it, and that the Tribunal improperly required respondents to...

Lycamobile UK Ltd v HMRC [2026] UKUT 74 (TCC) The appellant, Lycamobile UK Ltd (LMUK), marketed a range of ‘plan bundles’ to UK consumers. These packages conferred, for a set duration, allowances or entitlements to use particular telecommunications services and, in some instances, access to additional services. LMUK accounted for VAT on the bundles only when, and to the extent that, the services available under a given bundle were actually consumed in practice. HMRC’s position was that VAT became chargeable at the point of sale of the bundles. The timing mattered because real-world take-up of the credit bundles was relatively modest, so calculating VAT by reference to actual consumption would yield a reduced liability. To resolve the dispute, the tribunals focused on identifying the true nature of the supply made to the customer: was LMUK supplying a right to make use of a credit bundle over the period, or was it supplying the credits as such?...

This Practice Note outlines the principles governing the calculation and use of the basic nil rate band (NRB) and the transferable NRB on death, and flags key practical points on the operation of those calculations. For broader guidance on the NRB, the transferable NRB and the residence NRB (RNRB) (also called the additional threshold), including how to claim these reliefs and the relevant time limits, see Practice Notes: IHT—nil rate band (NRB) and transferable NRB and IHT—residence nil rate band. Nil rate band The NRB removes a significant slice of a deceased person’s estate from inheritance tax (IHT), and in many cases eliminates any IHT liability altogether. The current NRB threshold is £325,000, which produces an IHT saving of £130,000. In the RNRB context, which applies to deaths on or after 6 April 2017, the NRB is sometimes described as the basic NRB. For historic threshold figures, see: HMRC: IHT thresholds and interest rates. In certain cases, the free estate on death may not secure the whole of...

ARCHIVED This archived Practice note reviews the clawback of business investment relief (BIR), the remittance relief for investment into UK companies. It covers: extraction of value how to avoid a chargeable remittance after a potentially chargeable event the order in which disposals are treated the interaction with the mixed funds rules the capital gains tax (CGT) position STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime The Finance Act 2025 (FA 2025), which received Royal Assent on 20 March 2025, legislates to abolish the remittance basis of taxation and introduce a residence-based regime from 6 April 2025. FA 2025 also replaces domicile as the key criterion for inheritance tax liability. Additional changes include amendments to the excluded property rules, removal of protected settlements status for offshore trusts, and revisions to overseas workday relief. For details on these reforms, see Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based...

Taxation regime What factors determine tax liability in your jurisdiction (eg domicile, residence or citizenship)? Türkiye’s tax landscape is intricate, operating through numerous laws, regulations, communiqués and subsequent amendments. The key legislative instruments include: Tax Procedure Law No. 213 (10 January 1961) Corporate Tax Law No. 5520 (21 June 2006) Value Added Tax Law No. 3065 (2 November 1984) Stamp Tax Law No. 488 (11 July 1964) Income Tax Law No. 193 (6 January 1961) Broadly, the Turkish Tax System is considered under three headings: (i) income taxes, such as individual income tax and corporate income tax; (ii) taxes on expenditure, including Value Added Tax (VAT), the Banking and Insurance Transactions Tax and Stamp Tax; and (iii) taxes on wealth, for example Property Tax and Inheritance and Gift Tax. For natural persons, residency, ownership of property and citizenship are key in determining which taxes apply in Türkiye. An individual’s tax burden is mainly linked to their earnings,...

FORTHCOMING CHANGE: Potential changes to Wills Act 1837 The Law Commission’s review of wills culminated in a final report on 16 May 2025. Volume II contains a Draft Bill proposing replacement of the Wills Act 1837. For details of these proposals, including the published draft legislation, see Practice Note: Hot topic—modernising Wills and Modernising wills: Final Report Volume II: Draft Bill for a new Wills Act. STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime The Finance Act 2025 (FA 2025), which received Royal Assent on 20 March 2025, implements the abolition of the remittance basis and introduces a residence-based regime from 6 April 2025. FA 2025 makes residence, rather than domicile, the main determinant of liability to inheritance tax. changes to the rules defining excluded property status; removal of protected settlements status for offshore trusts; and modifications to overseas workday relief. For further information, see Practice Notes: The abolition of the remittance basis of taxation...

FORTHCOMING CHANGE: Potential changes to Wills Act 1837 On 16 May 2025, the Law Commission’s review of Wills published its final report, formally setting out its conclusions, with Volume II containing a draft Bill intended to supersede the Wills Act 1837. For details of these proposals, including the published draft legislation, consult Practice Note: Hot topic—modernising Wills and Modernising wills: Final Report Volume II: draft Bill for a new Wills Act. STOP PRESS: Ending the non-dom regime and moving to a residence-based IHT regime. The Finance Act 2025 (FA 2025), which obtained Royal Assent on 20 March 2025, enacts legislation for the removal of the remittance basis of taxation and substitutes a residence-based system commencing on 6 April 2025. It also displaces domicile as the principal determinant of inheritance tax (IHT) liability for individuals. Further measures cover revisions to the rules for excluded property status, the removal of protected settlements status for offshore trusts, and alterations to overseas workday relief as applicable. For more on these reforms, see...

This Deed is made on [ insert day and month ] 20[ insert year ] Parties [ Insert name of Chargor ], being a company incorporated in England and Wales, with registered number [ insert company number ], and whose registered office is at [ insert address ] (the “ Chargor ”); and 1 [ Insert name of Security Agent ], acting as security agent and trustee for the Finance Parties pursuant to the terms and conditions set out in the [ Facilities Agreement OR Intercreditor Agreement OR Security Trust Deed ] (the “ Security Agent ”). Recitals: (A) The Finance Parties have consented to provide loan facilities subject to the terms and conditions set out in the Facilities Agreement (as defined below). (B) As a condition precedent to the loan facilities becoming available, the Chargor must execute this Deed for the purpose of granting security in favour of the Security Agent in relation to the Secured Obligations (as defined below)...

Stop press : The Levelling up and Regeneration Act 2023 obtained Royal Assent on 26 October 2023. This content is presently under review to ensure consistency with the Act. The Community Infrastructure Levy (CIL) originates in section 205 of the Planning Act 2008 (PA 2008) and took effect in 2010. It permits local authorities to levy a charge on new developments within their area where a new dwelling is created or additional floor space of 100sqm or more is provided. The detailed provisions are contained in the Community Infrastructure Levy Regulations 2010 (CILR 2010), SI 2010/948, made pursuant to PA 2008...

Trustees frequently seek to limit personal liability when entering a deal (here, a transfer). Whether a purchaser agrees is subject to negotiation. In this scenario, the exposure for the second trustee appears slight, as they are disposing of just one asset, so they might be willing to abandon that condition. The purchaser must be satisfied that the trustee has been properly appointed and is authorised to give a valid receipt for the sale monies so that any equitable interests are overreached...

Where a lease is silent, items left at the premises after expiry of the term remain owned by the tenant (or any other third-party owner). The landlord, as a result, becomes an involuntary bailee of those items. This can create difficulties for a landlord aiming to clear the space for re-letting or another purpose, and may involve additional expense. In particular, the landlord: cannot take or dispose of the items, and must act in a manner that is right and reasonable may face liability in conversion, or for wrongful interference with goods, if the items are sold, damaged or discarded These exposures can be managed by using the procedures in the Torts (Interference with Goods) Act 1977 (T(IG)A 1977), either by serving notice or asking the court for permission to sell the items. Serving notice is the route more often used in day-to-day practice in most cases overall...