Group Company meaning

This checklist outlines the principal steps for an intra‑group reorganisation carried out by selling shares in an English‑incorporated company to another English‑incorporated company, and flags matters that may affect the company during the process. It also identifies potential issues that may arise for the company as a consequence of this approach. It is not comprehensive, as the specific issues and actions for a share‑sale reorganisation will vary between transactions. For an overview of the key points relevant to an intra‑group reorganisation by asset sale, see: Intra‑group reorganisation (by asset sale)─checklist. Considering a corporate reorganisation may call for specialist input across several disciplines. Please seek further guidance on the following areas where required: Property Employment Pensions Intellectual property Information technology Finance Tax For further information, see Practice Notes: IP and IT aspects of intra‑group reorganisations and Intra‑group reorganisations and pensions. Issue Guidance Determining the reorganisation structure and other preliminary considerations (general) Asset purchase or share purchase?...

How to use this Checklist This Checklist flags typical issues that arise when negotiating a manufacturing agreement and a design licence, helping you focus on key points at each stage. For further information on the licensing of designs, consult the materials below and see the following Practice Notes: Introduction to designs UK registered and unregistered designs Licensing intellectual property rights For standalone design licences, consult Precedents: Design licence—pro-licensor and Design licence—pro-licensee. See also: Licence of designs—checklist. For character merchandising arrangements, refer to Precedents: Character merchandising agreement—pro-licensor and Character merchandising agreement—pro-licensee. Where suitable, this Checklist may serve as the basis for a brief, non-binding heads of terms. For guidance on how to do this, see Precedent: Heads of terms—commercial contracts. Checklist schedule for proposed manufacturing agreement and design licence The following notes apply to the key commercial considerations identified and outlined herein. Notes Parties Parties: verify each party’s legal status and whether any third parties...

This checklist presents core tax queries to raise with a joint venture counterparty. The goal is to identify the principal UK tax considerations that could arise for the remaining joint venture participant(s) and/or any joint venture vehicle, with those potential matters highlighted in the list. It is assumed that the parties are UK tax resident corporate entities and that any joint venture vehicle will also be UK tax resident. The following Practice Notes give further detail on the UK tax issues signposted in this checklist and highlighted in this checklist as follows: The tax consequences of contractual joint ventures The tax consequences of establishing a joint venture partnership The tax consequences of operating and terminating a joint venture partnership The tax consequences of establishing a joint venture company The tax consequences of operating and terminating a joint venture company The tax consequences of international joint ventures The transfer pricing and joint ventures The tax influences on choice of joint venture...

Checklist Many family-run enterprises often begin with a largely informal governance arrangement; relatives share a tacit grasp of duties and relationships, and decisions are taken swiftly at the kitchen table. By their nature these businesses are flexible and informal, with priorities typically guided by doing what is best for the family in line with the family’s values, rather than being driven solely by owners’ profit. However, as the business develops and more family members and other employees come on board, managing operations in this ad hoc way becomes progressively harder, as what was once straightforward to coordinate across a small group becomes complex to control as headcount and responsibilities increase. The pros and cons of formalising the family business are addressed in Practice Note: Family businesses. This checklist sets out questions an adviser can put to the family (or that the family can consider themselves) to help design an effective structure for the family business. The same questions will also help identify the matters to be covered in any...

If companies A, B and C are within the same capital gains group, and company A passes its shares in company B to company C in return for an issue of shares by company C to company A, the transaction can have the following tax effects: any chargeable gain potentially arising to company A could be exempt under the substantial shareholdings exemption (SSE) in Schedule 7AC to the Taxation of Chargeable Gains Act 1992 (TCGA 1992). For guidance on when the SSE applies to a disposal of shares, see Practice Note: Substantial shareholdings exemption for tax purposes, the share exchange might be treated as not involving a disposal by company A of its shares in company B, provided the conditions in TCGA 1992, s 135 are met and the anti-avoidance condition in TCGA 1992, s 137 does not apply...

FORTHCOMING CHANGE: On 26 November 2025, as part of Budget 2025, it was confirmed that, with effect from 6 April 2026, the EMI gross assets ceiling will be increased from £30 million to £120 million, the maximum number of full-time equivalent employees will rise from 250 to 500, and the overall aggregate cap on the value of unexercised EMI options that a company or group may have in existence at any given time will be lifted from £3 million to £6 million...

In Downtul Ltd [In Liquidation] v Companies Act [2025] IEHC 358, the Irish High Court imposed restrictions for a period of five years on two directors, after determining that they did not act prudently or have proper regard to the interests of Downtul Limited (the Company) as a distinct entity within a complex corporate arrangement. The decision underlines the intricate nature of directors’ obligations in group scenarios and the need to prioritise the interests of each separate company. As a result of the restriction order, the two individuals—each currently sitting on the boards of more than 100 Irish companies—are barred from acting as company directors for five years unless the relevant company has a nominal share capital of at least €100,000 (or €500,000 where the entity is a public limited company or an unlimited company). Background The individuals were directors of the Company, which leased a commercial premises later occupied and run as a Starbucks café by another company, Atercin. They also served as directors of Atercin...

The Prudential Assurance Company Ltd v HMRC [2024] EWCA Civ 300 The Prudential Assurance Company Ltd (Prudential) acted as the representative member of its VAT group. Another company in the group, Silverfleet Capital Ltd (SCL), executed an investment management services contract to provide services to Prudential. Under that contract, SCL was also eligible for a management fee and deferred performance fees once a specified hurdle rate was achieved. Under section 43 of the Value Added Tax Act 1994 (VATA 1994), no VAT was payable on the management fee because they were in the same VAT group. In 2007, SCL exited the VAT group. In 2014 and 2015, the triggers for paying the further deferred performance fee were satisfied and SCL invoiced Prudential for over £9m in total. The question before the Court of Appeal was whether those additional performance fees ultimately constituted consideration for a supply made while both companies were members of the same VAT group or, alternatively, whether the services amounted to a continuous supply of services...

In this issue: Equity capital markets Corporate governance Public company takeovers (Offers) Daily and weekly news alerts New and updated content Dates for your diary Trackers New Q&As Useful information Equity capital markets FCA publishes consultations and policy statement aimed at capital markets reform The Financial Conduct Authority (FCA) has unveiled a suite of measures intended to reinforce the UK’s capital markets. These include: a consultation on proposed rules to create the new Public Offers and Admissions to Trading Regime (POATRs), which will replace the current UK Prospectus Regulation; a consultation setting out proposals for a new activity of operating a public offer platform; and a consultation on derivatives trading obligations designed to improve secondary market regulation, cut systemic risk and minimise disruption for firms. The package also contains policy statement PS24/9, Payment Optionality for Investment Research. See: LNB News 26/07/2024 25. FCA publishes updated checklists and forms following implementation of UK...

This Practice Note sets out the principal tax considerations where creditors move to enforce security over the assets of a distressed company or corporate group. Related Practice Notes in this series address tax issues concerning: acquisitions of distressed debt, and debt restructurings (ie waivers, debt/equity swaps or renegotiations) In addition, Tax and distressed debt—checklist of points to consider distils the main tax points to bear in mind when dealing with distressed debt in general. This Practice Note reviews the enforcement routes open to creditors of troubled businesses and the consequences that may follow. For a detailed look at the loan relationships provisions on debt releases, see: Loan relationships—impairment and debt releases Loan relationships—impairment and debt releases: connected companies Types of enforcement As explained in Practice Note: Tax and distressed debt—debt restructurings, lenders will frequently engage in a restructuring of a distressed group’s debt to help the underlying business continue. Enforcing security over a borrower’s assets...

People with significant control (PSC) regime The architecture of the people with significant control (PSC) regime, which first commenced on 6 April 2016, is contained in Part 21A of the Companies Act 2006 (CA 2006). Its purpose is to tackle worries about the lack of transparency in corporate ownership, where historically the register captured only the legal holder of shares, not always the beneficial owner. By requiring a PSC register, more precise and up‑to‑date details are available about who ultimately owns and directs companies and other bodies, and this information is made public via the central register at Companies House and remains accessible to the public. It assists prospective investors in their decision‑making. It likewise aids law enforcement bodies with money laundering enquiries. LLPs formed under the Limited Liability Partnerships Act 2000 must keep a record of persons with significant control over the LLP under the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016, SI 2016/340 (the LLP Regulations), as amended by the Information about People...

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...

This Precedent includes a PowerPoint team brand workshop template with accompanying notes to help you run a session with your team to identify the key activities and values you want your business to be recognised for. It guides you and the group through sharing and refining ideas, then moves into setting concrete actions and clear next steps. 1 Meeting logistics Let the team know in advance that this will be a working session and ask them to consider how they add value to the business, arriving prepared to share their views. Have to hand paper, one pack of sticky notes per person, marker pens for everyone, and a space in the room where items can be put up on the wall. Plan for two and a half hours, including a 15-minute comfort break halfway through (based on five to ten attendees). Appoint someone in the team to help with timekeeping and to compile a list of actions, owners and timescales to capture at the end of the meeting....

Delete clause 3.6 of Precedent: Consultancy agreement—company and individual—pro-client and replace it with the following clauses 3.6 and 3.7: 3.6 How you organise your work is for you alone to determine, and you shall perform your duties as data protection officer (DPO) (as described in the Schedule) in an independent and self-directed manner at all times. You will not be given (and the Company [ and its Group Companies ] will not attempt to give you) any directions or instructions whatsoever concerning the performance or exercise of those duties. 3.7 Subject to clause 3.6, you shall give proper consideration to the reasonable requests of the [ Board OR Chief Executive ] from time to time and, where reasonably practicable, as appropriate, properly work and co-operate with any employee, worker, agent or other consultant of the Company [ or any Group Company ] in the provision and delivery of the Services. Insert the subsequent provisions in Precedent: Consultancy agreement—company and individual—pro-client as new clauses 3.14 and 3.15...

Dated [ insert date ] Introduction This legal due diligence questionnaire concerns the intended acquisition by [ insert buyer name ] ( Newco ) of the whole issued share capital of [ insert name of target company ] Limited (the Target ) from [ insert seller name ] (the Seller ) (the Proposed Acquisition ). The questionnaire exists to enable Newco, Newco’s solicitors and its professional advisers involved in the Proposed Acquisition to obtain the information they require to aid the valuation of the Target and the subsidiaries of the Target (the Group and each a Group Company ). We reserve the right to raise further enquiries in relation to both your replies to this questionnaire and generally...

When one company advances funds to another, the contractual provisions govern any restriction on repaying the loan before the ten-year period first contemplated. Should the lending company enter liquidation or administration, that circumstance, by itself, does not alter the contract’s terms. The office-holding insolvency practitioner should nevertheless review the agreement to determine whether it permits earlier repayment, or repayment on alternative terms, if the lending company goes into liquidation or administration. Although that may appear improbable, it remains possible, and the officeholder ought to explore every avenue to secure accelerated repayment of the borrowing. Absent an express clause to the contrary, the insolvency of the lender does not, of itself, accelerate the debt, and timing remains governed by the bargain. It would seem that the office-holding insolvency practitioner holds an appointment that must remain open for at least ten years before the loan can be discharged and a dividend distributed to creditors...

Dormant company—exemption from audit A dormant company can be either a public or a private company. It is also set up and operated in the same general manner as any other company. That said, the obligations concerning accounts and audit that generally apply to companies are relaxed for a dormant entity. The annual accounts of a dormant company for a financial year require an audit unless the company benefits from an exemption from audit...

For general guidance on demergers, see: Demergers—overview. You might wish to assess: whether the intended demerger constitutes (a) a business transfer or (b) a service provision change (SPC) under the Transfer of Undertakings (Protection of Employment Regulations) 2006 (TUPE 2006), SI 2006/246 if so, the consequences of a relevant transfer under TUPE 2006, SI 2006/246 for employees of Company A (ie would the transfer result in those employees moving to Company B, which will depend on the nature of the transfer) if the employee cannot establish the sought-after right under TUPE 2006, SI 2006/246, whether they can contend that they are in fact (and were pre-transfer) employed by Company B, despite, for example, holding a contract of employment with Company A Is there a business transfer under TUPE 2006?...