In specie transfer meaning

Arrangements under section 110 of the Insolvency Act 1986 (IA 1986) (section 110 arrangements) Section 110 arrangements are frequently adopted to separate a company’s business and/or assets into distinct undertakings. They are available only within a voluntary liquidation and, with appropriate planning, can be notably tax‑efficient. In essence, a section 110 arrangement is a three‑party framework between: the company in liquidation (the Transferor), acting through its liquidator (the Liquidator) a newly incorporated entity acquiring some or all of that business and/or assets (the Transferee) the Transferor’s shareholders Typically, the Transferor’s shareholders receive, via the Liquidator, an in specie distribution in the winding up comprising shares in the Transferee, which make up all or part of the consideration for the transfer. Business or asset splits can be effected and, accordingly, there may be more than one Transferee. For further detail, see Practice Note: Insolvency Act 1986 section 110 arrangements. The table below outlines certain steps that may be taken to...

Trustees Verify who the present charity trustees are. Examine historic appointment and retirement deeds to validate earlier changes to the board. Consider whether any current trustees have obvious conflicts of interest. Trust instrument Review the trust instrument and identify the powers it grants. Record any express limits on exercising those powers. Note whether any of the charity’s land is functional, designated, or held in specie. Land and leases Identify the charity’s property holdings and carry out the following checks: Confirm that title to all land is current, checking whether required deeds or transfers were executed after trustee changes, or reliance is placed on statutory vesting; verify proper execution of all documents. Confirm that appropriate restrictions have been entered on the title register. Confirm, so far as possible, that the land was duly authorised on acquisition, and review every lease where the charity is landlord or tenant; note any onerous obligations, and check whether required notices were served after...

Original news Mr N, Mr E and Mrs E (CAS-43783-B9R4, CAS-65180-W1S8, CAS-65175-F2D7)—4 December 2023 Summary The Pensions Ombudsman found in favour of a complaint concerning a hold-up in selling a pension scheme’s investments. The administrator of the scheme committed maladministration by dispatching investment instructions to an incorrect address. That maladministration gave rise to a possible investment shortfall and also stalled transfers to a self‑invested personal pension scheme. The Ombudsman’s decision serves as a reminder that administrative delays can result in investment loss. What were the facts? Mr N and Mr and Mrs E were trustee members of the Old Boys Trust (the Scheme), a small self‑administered scheme (SSAS) run by Hartley Pensions Limited (Hartley). In March 2019, Mr and Mrs E met a financial adviser to consider reorganising the Scheme’s investments and Mr N’s intended move of his share of the Scheme assets to a self‑invested personal pension (SIPP) plan. Mr and Mrs E were likewise planning to transfer their Scheme holdings. On 3 April 2019,...

Brown and another v HMRC [2024] EWCA Civ 92 The arrangement in question comprised the following pre-arranged steps: the taxpayers incorporated an unlimited company the taxpayers contributed cash of an amount sufficient to fund the purchase by taking up shares and promissory notes in the company at completion: the company paid the vendors the agreed purchase price for the property and thereby acquired the property, at the same time, the company reduced its capital and made a distribution in specie of the property to the taxpayers The scheme was promoted on the footing that, as a consequence of these steps, no SDLT arose on the acquisition of the property: by the company on its purchase from the vendors, because the then sub-sale rules in FA 2003, s 45 meant the contract between vendor and company should be ignored and disregarded, and by the taxpayers on the...

Company distributions and dividend payments are governed by, and fall under, Part 23 of the Companies Act 2006 (CA 2006). For an in-depth review of the law on distributions and dividends, refer to the Practice Notes: Distributions and Dividends—the legal framework. What is a distribution? For the purposes of CA 2006, Part 23 (sections 829–853), the term “distribution” is construed very broadly indeed. It covers any form of transfer of a company’s assets to its shareholders, in cash or otherwise, save for: the issue of bonus shares (fully or partly paid), and certain: reductions of share capital redemptions of shares buybacks of shares, and distributions of assets to members on the winding up of a company Where assets other than cash are distributed, this is commonly termed a distribution in kind, or in specie. What is a dividend? A dividend is one form of distribution...

ARCHIVED : This case tracker has been archived and is no longer maintained. It provides a list of significant pensions judgments handed down in 2020, arranged by topic. The individual items in this tracker are grouped by subject. Those subjects are listed in the Table of Contents (on the left of the page). This Practice Note contains references to case law from the Court of Justice of the European Union. In broad terms, EU judgments issued on or before 31 December 2020 remain binding on UK courts and tribunals (even if the EU courts subsequently take a different approach) until the UK courts choose to exercise their powers to depart. For the most part, EU case law created after that date is not binding in the UK, though UK courts and tribunals may still ‘have regard to’ EU judgments where relevant. For more detailed information on the treatment of EU case law, see Practice Note: Retained EU law and assimilated law...

FORTHCOMING CHANGE : A review of LBTT by the Scottish Government began in spring 2025. It is also exploring LBTT reliefs for Co-ownership Authorised Contractual Schemes (CoACS), Property Authorised Investment Funds (PAIFs) and Reserved Investor Funds (RIFs), with a consultation paper issued on 11 July 2025. For more details, see OEICS (including PAIFs), CoACSs and RIFs below. Background and overarching principles for land and buildings transaction tax (LBTT) appear in Practice Note: Scotland: Land and buildings transaction tax (LBTT)—the basics. This Practice Note outlines how LBTT operates for specific categories of transactions and taxpayers, including: leases and licences options and right of pre-emption contract providing for conveyance to third party sub-sale development relief exchanges and partitions partnerships joint buyers residential property holding companies trusts open ended investment companies (OEICs) and certain other types of funds charities group relief pension funds green freeports certain acquisitions by local authorities For further...

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