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Goodwill definition meaning

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What does Goodwill definition mean?
Goodwill describes the advantage of a trading business’s reputation and customer connection—the attractive force that brings in custom—over and above its separable assets and rights. In UK and Irish legal practice it is a descriptive, case‑law concept used across passing off, trade marks, corporate transactions, insolvency and tax, rather than a term exhaustively defined by statute. It comprises the identifiable and established reputation, good name and trading relationships of the entity in its markets, whether or not linked to registered or unregistered trade marks. Goodwill is usually local to the market where customers are found and, as a matter of law, cannot be assigned separately from the business to which it relates (no assignment in gross). In transactions, goodwill is valued and, when acquired in a business combination, recognised as an intangible asset on the balance sheet under IFRS/UK GAAP, then subject to impairment (IFRS) or amortisation/impairment (FRS 102). It frequently drives pricing and is factored into overall valuation in sales, investments, mergers and securitisations. To protect goodwill (notably in passing off), a claimant must evidence goodwill, misrepresentation and damage. Usage and core features are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland.
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View the related Practice Notes about Goodwill definition

PRACTICE NOTES
UK corporation tax: definition and asset conditions for corporate intangible fixed assets (CTA 2009 Part 8)—accounting basis, intellectual property, goodwill, options and finance leases

The corporate intangible assets regime sets out how a company’s gains and losses on intangible fixed assets (IFAs) are taxed and relieved. The rules sit in Part 8 of the Corporation Tax Act 2009 (CTA 2009). In broad terms, an IFA is within this regime if it: meets the asset conditions, and is not a pre-FA 2002 asset For the meaning of pre-FA 2002 asset, see Practice Note: What is a pre-FA 2002 asset? This Practice Note addresses the asset conditions. In outline, an IFA satisfies the asset conditions where it: falls within the tax definition of an IFA or constitutes goodwill, and is not specifically excluded from the corporate intangible assets regime (see Practice Note: Excluded intangible fixed assets) Tax definition of intangible fixed asset An asset is an IFA for a company if it is an intangible asset that the company has created or acquired to be used on an ongoing basis in...

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PRACTICE NOTES
UK Corporation Tax Act 2009 Part 8: accounting frameworks for intangible fixed assets—recognition, measurement, amortisation, impairment and goodwill (UK GAAP and IFRS; ‘follow the accounts’)

A core tenet of the corporate intangible assets regime in Part 8 of the Corporation Tax Act 2009 is that companies are charged to tax on dealings in intangible fixed assets by reference to the profits and losses recorded in their financial statements prepared under applicable standards. Put another way, the gains and losses of an IFA under the relevant accounting rules will, as a general rule, drive the credits and debits taken into account for corporation tax within the corporate intangible assets regime. Further, the initial test for whether a particular IFA falls within the ambit of that regime is the accounting-based definition of an intangible asset adopted in the accounts. This Practice Note reviews the accounting framework and principles pertinent to the taxation of IFAs that come within the corporate intangible assets regime, and specifically addresses the following: ‘generally accepted accounting practice’ (GAAP) UK GAAP v IFRS the principal UK GAAP and IFRS standards relevant to IFAs financial statements and accounting terminology,...

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PRACTICE NOTES
Practical guide to upwards-only open market rent reviews in commercial leases (England and Wales)

Negotiation Guide This guide forms part of the Practical lease negotiation collection. See also Practice Note: New starter guide—entering into new commercial leases. The purpose of a rent review is to reset the rent during the term so it reflects prevailing market conditions. In MFI Properties v BICC Group Pension Trust, Hoffmann J observed that a rent review clause addresses a clear commercial tension: the tenant’s desire for long-term security of tenure against the landlord’s wish, during inflation or a swiftly shifting property market, to avoid being fixed to the same rent throughout the term. There are several ways to approach this, yet every rent review clause sets out a mechanism or formula to determine the rent at a specified time (the review date). This Negotiation Guide looks at the principal features of an upwards only open market rent review clause that can be included in a commercial property lease. An open market rent review assesses the revised rent by reference to the rent that would be...

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PRECEDENTS
Precedent articles provisions for preference shares: fixed and profit-linked participating dividends (non-leveraged investment)

Add the following new definitions in Article 2.1: Accounts • means, for each financial year of the Company, the audited [ consolidated ] balance sheet together with the profit and loss accounts of the Company and its subsidiary undertakings, prepared on the historical cost basis and in line with generally accepted accounting principles and all applicable accounting standards, Statements of Standard Accounting Practice, Financial Reporting Standards and Statements of Recommended Practice; After Tax Profit • means the amount of the profit [ (including any unrealised profits) ] of the Group for the relevant financial year (as shown by the Accounts): (a) before any provision or reserve has been made for or in respect of: i the payment of any dividend or other distribution on or in respect of any Shares or the transfer of any sum to reserves; ii the redemption of the [ Preferred Shares OR Loan Notes ]; and iii the amortisation or write-off of goodwill arising on consolidation; and (b) after provision has...

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