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Compliance certificate meaning

What does Compliance certificate mean?
A compliance certificate is the borrower’s statement to its lenders under a loan or facility agreement confirming that it is complying with agreed obligations, typically the financial covenants, as at a specified testing date and for the relevant period. It is a contractual (not statutory) concept used widely in UK and Irish lending practice, including LMA-based documentation, and its use is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. It is usually signed by one or more directors or another authorised signatory of the corporate borrower. In some deals, the facility terms may require an auditors’ confirmation or an accompanying report on covenant calculations, though auditor sign-off is less common. A compliance certificate commonly: - Sets out the calculations of defined financial ratios (for example, leverage and interest cover) by reference to the agreement’s definitions. - Confirms the absence of any Default or Event of Default and may confirm the accuracy of information delivered. - Is delivered periodically (for example, quarterly or semi-annually) and alongside annual or interim financial statements. Failure to deliver a compliance certificate on time, or delivering an inaccurate one, will typically be a breach, misrepresentation and/or an Event of Default, enabling lenders to exercise monitoring, information or enforcement rights.
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CHECKLISTS
Landlord and former landlord certificates under the Building Safety Act 2022 (England): triggers, deadlines, content, service, consequences and First-tier Tribunal challenges—practitioner checklist

This Checklist sets out the trigger points and timescales for serving a landlord’s certificate and a former landlord’s certificate under the Building Safety Act 2022 (BSA 2022), together with the consequences of failing to meet the relevant statutory duties. For full guidance, see Practice Notes: Building Safety Act 2022—landlord’s certificate Building Safety Act 2022—landlord and tenant issues In England, the prescribed requirements for landlord’s certificates are contained in the Building Safety (Leaseholder Protections) (England) Regulations 2022, SI 2022/711, regs 1 and 6, as amended from 5 August 2023 by the Building Safety (Leaseholder Protections etc) (England) (Amendment) Regulations 2023, SI 2023/895, regs 10, 11 and 13. All references to SI 2022/711 are, accordingly, to those regulations as amended. Trigger events and timing Has the current landlord (as described in SI 2022/711, reg 1(3) as the ‘person who is the landlord under a lease of premises in a relevant building’) implemented a process to ensure a landlord’s certificate is supplied...

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CHECKLISTS
Rights of Light: Obtaining and Registering Light Obstruction Notices—Checklist under the Rights of Light Act 1959 and Local Land Charges Rules 1977 (England and Wales)

This Checklist This Checklist explains the process for securing and recording a Light Obstruction Notice (LON) under the Rights of Lights Act 1959 (RLA 1959). It includes an outline of the 19 years and one day rule, the steps to seek a definitive and/or temporary certificate from the Upper Tribunal (Lands Chamber) (UT), and how to file the LON for entry as a local land charge. From 12 April 2015, oversight of local land charges moved to HM Land Registry. The Local Land Charges Rules 2018, SI 2018/273 (LLCR 2018), which are required to implement these amendments, took effect on 6 April 2018. That said, these provisions only apply within a local authority’s area once the Registrar has issued written notice to that authority confirming the date from which the amendments will operate. This Checklist therefore describes the process for registering a Light Obstruction Notice where no such written notice has been given by the Registrar and, as a result, the Local Land Charges Rules 1977, SI 1977/985...

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CHECKLISTS
Tailoring a UK shelf company limited by shares—Companies Act 2006 checklist for transfers, officer appointments, registered office, name and articles changes, allotments, trading certificate, accounting reference date and compliance

This Checklist outlines the principal considerations to address and the actions necessary to be undertaken when customising a shelf company limited by shares...

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FLOWCHARTS
External SARs to the NCA: Decision Flowchart for Lawyers on Internal Referrals, Nominated Officer, LPP and Defence/Consent (POCA, TA 2000, MLR 2017)

Stage 1—preparing to bring a claim and pre-action matters Guidance on UK trade mark infringement, offences, passing off, interim injunctions, running IP disputes, privilege, dispute resolution (mediation and arbitration), and the Disclosure Scheme; plus checklists and forms (injunction, application, hearing) Stage 2—Letter before action alleging infringement Notes on infringement, passing off, unjustified threats and drafting; includes a trade mark letter of claim precedent Stage 3—commencing proceedings Procedure, defences and exceptions, IPEC flowchart, pleadings and initial disclosure precedents, and CPR/Part 36 forms Stage 4—case management Procedure and Disclosure Scheme notes, court guides (Chancery, Patents Court, IPEC and Small Claims), and case management questionnaires, Disclosure Review Document, Certificate of Compliance, budgets and directions Stage 5—disclosure and evidence Surveys and witness evidence (PD 57AC), privilege, disclosure (including electronic) and flexible trials; witness statement and Extended Disclosure precedents; affidavits, applications and certificates Stage 6—trial...

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NEWS
UK Private Client weekly update: probate changes, Court of Protection rulings, HMRC manuals and tax cases, trusts disputes, crypto injunctions, pensions and consultations (8 February 2024)

In this issue: Probate Court of Protection UK taxes for Private Client HMRC Manuals updates Tax avoidance, evasion and non-compliance Insolvency—Private Client Digital assets and cryptoassets Charity and philanthropy Contentious trusts and estates Pensions, insurance and tax efficient investments International Question of the week Additional Private Client updates this week Daily and weekly news alerts LexTalk®Private Client: a Lexis®PSL community New and updated content Dates for your diary Trackers Latest Q&As Useful information Probate HMCTS probate enquiry line—temporary reduced hours From 14 February 2024, and for 12 weeks, the HMCTS probate helpline will run on reduced hours: 9am to 1pm, Monday to Friday. The HMCTS Probate Service remains available via web‑chat from 9am to 5pm, Monday to Friday. Source: HMCTS Probate LinkedIn post. MoJ urges those entitled to claim dormant funds held by CFO to act now The Ministry of Justice...

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NEWS
UK Risk and Compliance Horizon Scan (19 August 2025): AML/CTF, AI and Data Protection, SRA Renewals, ECCTA Failure to Prevent Fraud, Sanctions and Employment Rights

New Risk & Compliance forecast as at 19 August 2025 Our 19 August 2025 Risk & Compliance forecast monitors forthcoming regulatory developments affecting risk and compliance, helping you prepare for potential impacts and plan for any changes relevant to your organisation. Please review it thoroughly; however, the highlights that should be on your radar are outlined below. New items we’re tracking this month HMRC’s AML supervision fees—A policy paper from HMRC sets out suggested revisions to AML supervision charges under the Money Laundering Regulations (MLR 2017). The discussion window remains open until 29 August 2025. A summary and proposed next steps will follow. See: AML, CTF and counter-proliferation financing. NCA system priorities—The NCA has issued its ‘System Priorities’ for addressing economic crime in 2025, designed to help the regulated sector deploy resources efficiently whilst maintaining regulatory compliance. See: AML, CTF and counter-proliferation financing. SRA renewals 2025—The SRA has confirmed that this year’s practising certificate renewals will run from 1–31 October 2025. It has...

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NEWS
UK practice compliance weekly: OFSI property sanctions risk, NCA Russian sanctions convictions, ICO anonymisation, SRA race equality, modern slavery, and new guidance—17 April 2025

In this issue: Practice Compliance forecast Financial sanctions Data protection Other Practice Compliance updates this week Daily and weekly news alerts New and updated content No Weekly Highlights on 24 April 2025 Practice Compliance forecast New Practice Compliance forecast as at 15 April 2025 The latest Practice Compliance forecast (as at 15 April 2025) is now available. This edition covers matters such as the Serious Fraud Office’s new business plan, the forthcoming Solicitors Regulation Authority (SRA) diversity data submission, and live consultations, including the Law Society’s proposal on practising certificate fees. See News Analysis: New Practice Compliance forecast as at 15 April 2025. Financial sanctions OFSI releases Property sector threat assessment report on financial sanctions The Office of Financial Sanctions Implementation (OFSI) has issued its Property and Related Services Threat Assessment Report. This forms part of OFSI’s sector‑specific series examining risks and vulnerabilities in UK financial sanctions compliance, delivered under its commitments...

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View the related Practice Notes about Compliance certificate

PRACTICE NOTES
UK LLP Formation and Compliance: incorporation procedure, naming, fees, certificate of incorporation, PSC/register obligations, confirmation statements, central register elections, trading disclosures, and collective investment scheme issues

A limited liability partnership (LLP) A limited liability partnership (LLP) is a corporate body established under the Limited Liability Partnerships Act 2000 (LLPA 2000). Most rules governing LLPs derive from modified company law rather than partnership law (see Practice Note: The nature of a limited liability partnership and its legal framework). The requirements for incorporation are prescribed in the LLPA 2000 and the Companies Act 2006 (CA 2006), as adapted by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (LLP (Application of CA 2006) Regs 2009). The method for forming an LLP closely mirrors the procedure for company incorporation...

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PRACTICE NOTES
Licensing Act 2003 (England and Wales): conditions on premises licences and club premises certificates, including mandatory, proposed, imposed, music, TENs, prohibited, compliance and enforcement

This Practice Note outlines three types of conditions that may apply to a premises licence under the Licensing Act 2003 (LA 2003): mandatory, proposed and imposed. It explains these in detail, and highlights conditions that are not permitted. Types of conditions LA 2003 permits conditions to be attached to a premises licence or a club premises certificate in three situations, namely: mandatory conditions — conditions that must be included on a premises licence or club premises certificate in the circumstances specified; proposed conditions — including conditions suggested by an applicant or the holder of a premises licence or club premises certificate, and those regarded as consistent with the operating schedule accompanying an application; and imposed conditions — conditions the licensing authority considers appropriate for promoting the licensing objectives, after receipt and consideration of relevant representations at a hearing (unless all parties agree that a hearing is unnecessary). Conditions can also be attached to a standard temporary event notice (TEN), though...

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PRACTICE NOTES
Building Safety Act 2022 Part 4 (England): occupied higher‑risk buildings—Accountable Persons, registration, completion certificates, safety case and golden thread, residents’ engagement, reporting, assessment certificates and enforcement

BSA 2022, Pt 4 The Building Safety Act 2022 (BSA 2022) delivered far-reaching reforms to the legal framework and regulation of building safety, intended to ‘secure the safety of people in or about buildings and improve the standard of buildings’. Parts 3 and 4 of BSA 2022 establish the architecture for a new regulatory system governing ‘higher-risk buildings’ (HRBs). Under Pt 3, a strict building control regime was introduced for the design and construction stages of HRBs. Pt 4 imposes duties on those responsible for occupied HRBs, covering risk management and reporting. Collectively, these requirements are known as the ‘HRB regime’. This Practice Note examines BSA 2022, Pt 4, which sets out the arrangements for managing building safety risks in occupied HRBs in England. BSA 2022, Pt 4 does not extend to HRBs in Wales. For analysis of the Welsh position on HRBs, see Practice Note: Building and Fire Safety—the position in England, Scotland and Wales...

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PRECEDENTS
Tripartite property management duty of care and step-in rights agreement between funder, borrower and managing agent (England and Wales)

date [ date ] Parties [ name of Managing Agent ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] ( Managing Agent ) [ name of Funder ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] ( Funder ) [ name of Borrower ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] ( Borrower ) Background The Borrower has engaged the Managing Agent to manage the Property pursuant to the Principal Management Agreement. Under the Facility Agreement, a facility has been provided to the Borrower. The Managing Agent has consented to enter into this Agreement. ...

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PRECEDENTS
Precedent Owner–Developer Property Development Agreement (England and Wales): planning condition, building contract, collateral warranties/nominations, CDM compliance, payment (HGCRA), liquidated damages, insurance, defects, profit share

Date [ date ] Parties [ name of Owner ] [ of OR incorporated in England and Wales (company registration number [ number ]) whose registered office is at ] [ address ] (Owner) [ name of Developer ] [ of OR incorporated in England and Wales (company registration number [ number ]) whose registered office is at ] [ address ] (Developer) 1 Definitions Adjudication Date – the day on which any adjudicator appointed under HGCRA 1996 to determine a dispute regarding an amount due to: (a) the Developer under this Agreement; or (b) the Building Contractor under the Building Contract; delivers their decision; [ Adverse Rights – any easement, covenant, right or other interest affecting the Property, the release, discharge or variation of which is reasonably required to assist the Works or the use and occupation of the Development; ] [ Adverse Rights Agreement – any document that gives legal effect to the release,...

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PRECEDENTS
Third-Party Customer Due Diligence (CDD) Reliance Certificate and Consent Template under the UK Money Laundering Regulations 2017, for Individuals and Corporate Entities

Private individuals must complete section number 1; companies must complete section 2...

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Q&As
Pre‑1 Oct 2015 ASTs: Does Form 6A trigger prescribed requirements?

In England, landlords cannot serve a section 21 notice while they are failing to meet prescribed regulatory duties, as set out in section 21A(1) of the Housing Act 1988 (HA 1988). Where any such duty is breached, service is barred. The rules currently in effect are the Assured Shorthold Tenancy Notices and Prescribed Requirements (England) Regulations 2015, SI 2015/1646. Compliance requires the landlord to supply the tenant with: an energy performance certificate, under the Energy Performance of Buildings (England and Wales) Regulations 2012, SI 2012/3118; a gas safety certificate, under the Gas Safety (Installation and Use) Regulations 1998, SI 1998/2451; and a copy of ‘How to rent: the checklist for renting in England’, published by the Department for Communities and Local Government as required...

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Q&As
Competent person scheme approval for replacement front door under 50% glazing

Regulation 12(6) of the Building Regulations 2010 (the 2010 Regulations), SI 2010/2214 (SI 2010/2214, reg 12(6)) Regulation 12(6) removes the need for a building notice or full plans where the works are solely those in Schedule 3 (by the corresponding registrant) or in Schedule 4. Schedule 3 includes door replacements: 10: Replacement of a window, rooflight, roof window or door in an existing dwelling—by BM Trada Certification Limited; CERTASS Limited; Certsure LLP; Fensa Limited (Fenestration Self-Assessment Scheme); NAPIT Registration Limited; Network VEKA Limited; or Stroma Certification Limited. 11: The same in a non-dwelling—excluding load-bearing or structural glass, glazed curtain walling and revolving doors—by BM Trada Certification Limited; CERTASS Limited; Certsure LLP; Fensa Limited (Fenestration Self-Assessment Scheme); or Stroma Certification Limited. Schedule 4, paragraph 1(h) covers replacing an external door where the door plus frame has not more than 50% of its internal face area glazed. If the door falls within Schedule 4, paragraph 1(h), no notice or plans are needed....

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Q&As
AST deposit protection lapse: s21 validity and penalty claim

The Housing Act 2004 (HA 2004) The HA 2004 brought in obligations concerning the safeguarding of tenancy deposits, which have been amended on a number of occasions since their introduction. The rules are complex and technical in nature, yet breaches can furnish a defence to possession proceedings under section 21 of the Housing Act 1988 (HA 1988), and may require the landlord to return the deposit and pay a financial penalty of between one and three times the deposit amount for non-compliance...

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