Fully paid or fully paid up meaning

What is a captive insurance company? A captive insurer is a fully owned subsidiary set up to manage and mitigate the risks of its parent and related entities. When the parent cannot secure appropriate cover from the traditional market for certain risks Premiums paid into the captive can generate savings for the parent or related parties Ability to place cover with reinsurers that the parent cannot access directly Addresses specific risks not available in the wider insurance market Funds the deductibles on policies purchased by the parent Investment income available to offset losses Improved control over claims Cover tailored to your needs Reduced reliance on commercial insurance Stabilisation of pricing Key takeaways A captive insurer is a wholly owned subsidiary that mitigates risk for its parent and related entities Benefits can include lower insurance costs, potential tax advantages, underwriting earnings, and tighter control over its cover Captive insurance companies...

In this issue: Pensions taxation Funding Scheme governance Daily and weekly news alerts Dates for your diary Trackers Pensions taxation HMRC publishes second lifetime allowance guidance newsletter HMRC has released its Lifetime allowance guidance newsletter for February 2024 which, amongst other points, offers further clarity on pension commencement excess lump sums (PCELS), reporting obligations, and transitional tax‑free amount certificates. In Pension Schemes Newsletter 155 (January 2024), HMRC had previously raised concerns about the operation of PCELS. It has now responded to several of these, confirming that the ‘permitted maximum’ for PCELS will be removed from legislation. As a result, a lump sum will no longer be checked against a member’s remaining lump sum and death benefit allowance to decide whether it can be paid as a PCELS. HMRC also makes clear that to be eligible for a PCELS a member must have used up either their lump sum allowance or their lump sum and death benefit allowance....

The company establishing a SIP The company setting up a share incentive plan (SIP) does not need to be the same entity whose shares are allocated. However, both: the shares to be granted, and the connection between the SIP-establishing entity and the company whose shares are issued must satisfy the relevant legislative conditions. A SIP can be created either: solely for employees of the company that establishes it; or for those employees and for employees of other companies it controls (a group plan)—see Constituent companies below. In a group where the parent company’s shares are to be awarded, there are two options: the parent company may establish the SIP and extend it to the appropriate subsidiaries; or each subsidiary may establish its own SIP, provided the other statutory requirements concerning the shares under award are met—see Requirements for the shares. The advantage of each subsidiary operating its...

Practice Note While EMI share options can be highly tax‑efficient, they also carry notable traps. Poor drafting or faulty implementation can lead to serious tax consequences for both staff and the business. This Practice Note highlights the most frequent misconceptions and errors when: determining if a company is eligible to grant EMI options setting up an EMI scheme, and running an EMI scheme Specifically, it explains: what counts as an EMI option the fall‑out if an EMI option is drafted or put in place improperly the impact of mishandling an EMI qualifying option in operation recurring misunderstandings and errors when testing company eligibility to grant EMI options recurring misunderstandings and errors when establishing an EMI scheme recurring misunderstandings and errors when operating an EMI scheme, and ways to prevent errors and misconceptions when dealing with EMI options This Practice Note addresses only the common misunderstandings and mistakes concerning EMI...

Distribution A company is generally taken to possess an implied authority to share its profits with its members, unless its articles of association state otherwise. For the purposes of Part 23 of the Companies Act 2006 (ss 829–853) (CA 2006), ‘distribution’ is interpreted very broadly. It encompasses any form of transferring a company’s assets to members, whether in cash or otherwise, save for: an issue of bonus shares (fully paid or partly paid), and certain: reductions of share capital redemptions of shares share buy-backs distributions of assets to members on a winding up For a fuller discussion of the meaning of distribution, see Practice Note: Distributions. A dividend is one form of distribution a company may make to its members. Its ordinary meaning is a share of profits, at a fixed rate or otherwise, allotted to the holders of shares. The term concerns payments made to shareholders in...

Articles of Association for [ insert name of company ] Limited (Incorporated in England and Wales under registration number [ insert number ]) (Adopted by a Special Resolution passed on [ insert date ] 20[ insert year ]) 1 Model Articles 1.1 The Model Articles apply to the Company except to the extent that these Articles alter, disapply or conflict with them; subject to any such amendments, exclusions or inconsistencies, the Model Articles shall, together with these Articles, comprise the Company’s articles of association, replacing any other articles or regulations contained in any statute, statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 11(2) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1)-(5) (conflicts of interest), 21 (all shares to be fully paid up), 26(5) (share transfers), 30(5)-(7) (procedure for declaring dividends), 39 (chairing general meetings), 42 (voting: general), 44(2) (poll votes), 50 (no right to inspect accounts and other records), 51 (provision for employees on...

[ insert address of trade mark proprietor ] Our ref: [ insert reference ]Your ref: [ insert reference ] [ insert address of recipient ][ insert date ] Dear [ insert name of recipient ] Authorisation to use registered trade marks: [ insert details of trade marks at issue ] We are the owner of the registered trade marks listed in Schedule 1 to this letter (the Trade Marks). For clarity, in this letter agreement (the Agreement) we refer to ourselves as we. Further to your request dated [ insert date ] to use the Trade Marks in [ insert territory ] (the Territory), we confirm our permission for such use by [ insert name of requesting party ] (you), on the basis set out in this Agreement as follows: 1 Authorisation to use [ From the date of this letter OR From [ insert effective date ] ] we grant you a non-exclusive, non-transferable, [ royalty free, ] [ fully paid-up, ]...

We conduct our operations with integrity. Together, we each share responsibility for keeping our business free from bribery and corruption. This FAQ, central to that mission, explains how we can reach our commercial objectives in a way that aligns fully with our determination to prevent bribery and corruption. It serves as a practical guide so we work collectively to keep our activities untainted. What is a facilitation payment? A facilitation (or grease) payment is an unofficial sum given to secure or accelerate the performance of routine, non-discretionary government actions. These are nominal amounts commonly paid to lower-level public or government employees to help speed up a legitimate, permitted process that might otherwise take much longer to complete...