Application to re-register—private to unlimited meaning

Methanex Trinidad (Titan) Unlimited v The Board of Inland Revenue (Trinidad and Tobago) [2025] UKPC 20 What are the practical implications of this case? The Privy Council’s ruling underscores the primacy of correctly identifying the legal character of routine commercial payments and intra‑group transactions, and how that legal characterisation interfaces with the application of tax treaties. It dismissed the suggestion that the supposed ‘substance’ of the dealings in question departed from their legal form; rather, the transactions were to be treated as they stood in law. As the payments were neither ‘artificial’ nor ‘fictitious’, the tax authority was required to apply the CARICOM Tax Treaty to the transactions as it found them, and was not permitted to re‑label or recast them as anything else at law. In this way, the decision confirms that ordinary corporate arrangements, where genuine, must be respected for treaty purposes. The judgment is also a significant precedent on the principles of interpretation that apply to international tax treaties, guiding how such agreements should be...

In this issue: Key DR developments Claims and remedies Cross-border disputes Evidence and disclosure New content Dates for your diary Useful information Daily and weekly news alerts Key DR developments Court guidance HM Courts and Tribunals Service (HMCTS) has released updated technical guidance for IT teams enabling access to the Cloud Video Platform (CVP) from within corporate networks. The note sets out HMCTS firewall parameters and covers devices such as cameras and microphones, handling of real-time media, plus supported browsers and IP addresses. For more detail, see: LNB News 20/09/2024 37—HMCTS publishes firewall guidance for corporate IT services supporting CVP access. Consultations and responses CLLS raises concerns about SRA’s financial penalties proposals: The City of London Law Society (CLLS) has issued its reply to the Solicitors Regulation Authority’s (SRA’s) consultation, ‘Financial Penalties: further developing our framework’. The SRA opened the consultation to seek feedback on plans to refine its fining regime, reflecting new...

This Practice Note sets out an outline of the Companies Act 2006 (CA 2006) provisions for re-registering a private limited company as a public limited company (re-registration from private to public). It addresses: preliminary considerations possible reasons for re-registration the procedure for re-registering the legal effect of re-registration Re-registering a private unlimited company falls outside this Practice Note; see Practice Note: Re-registration of an unlimited company as limited for details. Summary of CA 2006 provisions Part 7 of CA 2006 governs the re-registration of a company as another type. CA 2006 permits a private company, whether limited or unlimited, to be re-registered as a public company limited by shares...

This Practice Note contains a glossary of some of the most common terms and phrases used in the context of the re-registration of a company A Word or phrase Definition AIM – A securities market run by London Stock Exchange plc, with less onerous entry standards and ongoing obligations than the main regulated markets. Formerly titled the Alternative Investment Market, now simply AIM. AIM company – A company that has a class of its shares traded on AIM. Application to re-register—private to public – The application is made on Companies House form RR01. Application to re-register—private to unlimited – The application is made on Companies House form RR05. Application to re-register—public to private – The application is made on Companies House form RR02. Application to re-register—public to unlimited – The application is made on Companies House form RR07. Application to re-register—unlimited to limited – The application is made on Companies House form RR06...

It is a core principle of English company law that a limited company with a share capital must preserve and keep intact that capital. Accordingly, a company may not diminish its share capital save only in ways expressly permitted by statute. The capital maintenance doctrine exists to safeguard a company’s creditors by ensuring that the assets standing behind the company’s capital remain readily available to them for future claims and enforcement. The Companies Act 2006 (CA 2006) sets out the mechanisms and procedures by which a limited company can effect a reduction of capital. The CA 2006 restrictions on capital reductions do not extend or apply to unlimited companies. For more detail on that form of entity, see Practice Note: Unlimited companies. This Practice Note concentrates on reductions of capital under CA 2006, Pt 17, Ch 10, with particular emphasis on those implemented by special resolution and confirmed by a court order (the court procedure), as opposed to reductions achieved by special resolution supported by a solvency statement...

Company number: [ insert number ] [ insert company name ] Minutes of a meeting of the board of directors (the Meeting) of [ insert full name of company ] (the Company) Held at: [ insert place of meeting ] Held on: [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert names of the director(s) physically present ] [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) In attendance: [ Insert name of anyone in attendance who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] Apologies: [ Insert names...

Company number: [ insert number ] [ insert company name ] Limited Record of a meeting of the board of directors (the Meeting) of [ insert full name of company ] (the Company) Duly Convened at [ insert place of meeting ] On [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Attending: [ Insert names of the director(s) physically present ] [ [ Insert names of any directors joining by telephone as allowed by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors joining by other means allowed by the Company’s articles of association ] (by [ insert other means ] ] Also in attendance: [ [ Insert name of any person attending who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] ] Apologies received: [ [...

Company number: [ insert number ] Minutes of a meeting of the board of directors (the Meeting) of [ insert full name of company ] (the Company) Held at [ insert place of meeting ] on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ]. Present [ Insert names of the director(s) physically present ] [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) In attendance [ Insert names of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) (if any) ] Apologies [ Insert names of any directors who are unable...