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Non-distributable reserve meaning

What does Non-distributable reserve mean?
A non-distributable reserve is an amount within a company’s equity that cannot lawfully be paid to shareholders by way of dividend or other distribution, save in limited, prescribed circumstances. The term is descriptive rather than a defined statutory label, but its scope is set by company law and accounting rules on realised profits. In the UK (England & Wales, Scotland and Northern Ireland), the share premium account and the capital redemption reserve are statutorily non-distributable (see CA 2006, ss 610 and 733). Other reserves are non-distributable to the extent they comprise unrealised profits (for example, a revaluation reserve), given the statutory realised profits test for distributions and the application of relevant accounting standards (see CA 2006, s 830). Typical practical effects: these reserves cannot fund dividends, distributions or most share buy-backs. Permitted uses are limited (for example, capitalising for fully paid bonus issues and, for share premium, writing off certain issue expenses or redemption premiums). Making them distributable generally requires a lawful reduction of capital or another specific statutory route. In Ireland, usage and effect are broadly consistent under the Companies Act 2014: distributions are limited to realised profits and share premium and capital redemption reserves are not ordinarily distributable.
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NEWS
UK Private Client weekly briefing: Court of Protection, tax and HMRC updates, digital assets and insolvency, contentious trusts, and Scotland, Wales and Northern Ireland developments—2 May 2024

In this issue: Court of Protection UK taxes for Private Client HMRC Manuals updates Family businesses and ownership structures Insolvency—Private Client Digital assets and cryptoassets Contentious trusts and estates Pensions, insurance and tax-efficient investments Scotland, Wales and Northern Ireland Question of the week Additional Private Client updates 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 Court of Protection Court of Protection proposes travel guidance for cases with a risk of future forced marriage (Luton Borough Council v G) The Court of Protection sanctioned a six-month interim forced marriage protection order (FMPO) concerning AG and exercised the inherent jurisdiction to govern AG’s contact with her parents. This followed material showing parental control and coercion, the prospect of AG travelling abroad for ‘a wedding’, and indications that, if parental contact matched her...

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NEWS
Private Client weekly: Budget, wills forfeiture, HMRC IHT/CGT changes, proprietary estoppel, exit tax deferral, FTT lacks FP2012 jurisdiction, de facto director liability, CMA on unregulated services, HMLR probate

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NEWS
UK pensions: Lords amend Pension Schemes Bill; TPR issues Virgin Media guidance, innovation priorities and master trust reserving update; FCA consults on simplified advice; HMT and FCA outline FOS reforms

In this issue: Pension Schemes Bill The Pensions Regulator Financial Conduct Authority Daily and weekly news alerts Dates for your diary Trackers Pension Schemes Bill Bill amendments agreed in Report Stage of the House of Lords On 16, 19 and 23 March 2026, notable changes (including non-government proposals) were agreed to the Pension Schemes Bill, most prominently scrapping the reserve power to dictate how certain schemes invest their assets, whilst preserving the broader framework on scheme scale. The Lords also set out a fresh regulatory exemption from scale obligations, permitting schemes to forgo consolidation where it would not enhance member outcomes, together with new duties on the government to factor in innovation and competition when drafting regulations. Other agreed amendments include: confirming that the guided retirement duty extends to deferred members as well as active members and pensioners adding a new chapter to the PSB on the Atomic Weapons Establishment (AWE) Pension...

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PRACTICE NOTES
Foreign exchange (FX) derivatives: instruments, documentation (ISDA, IFEMA/IFXCO/ICOM, CPMA), regulation (EMIR/CRR), the FX Global Code and emerging technologies

What does this Practice Note cover? This Practice Note sets out a high-level guide to foreign exchange (FX) derivatives and how they support currency hedging. It reviews the principal FX instruments and their applications, and explains the difference between deliverable and non-deliverable structures. FX forwards, FX swaps, and FX options It also summarises the documentation frameworks commonly used in FX derivatives markets, including: International Foreign Exchange Master Agreement (IFEMA) International Foreign Exchange and Currency Option (IFXCO) International Currency Options Market (ICOM) Cross Product Master Agreement (CPMA) Additionally, it considers the regulatory environment, the FX Global Code, and the emerging technologies shaping the FX derivatives landscape. What is a FX derivative? An FX derivative is a contract whose payoff is linked to the exchange rates between two or more currencies. The FX market runs into the trillions of dollars and includes a significant volume of FX derivative contracts. Most FX trades involve the...

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PRACTICE NOTES
COVID-19: Archived overview of UK tax measures—CJRS, SEISS, VAT, SDLT/LBTT/LTT, international and tribunal changes

ARCHIVED: This archived Practice Note, which reviews the tax measures introduced by the government in response to the coronavirus pandemic and other tax steps of particular relevance, is not updated and is provided for background information only The government introduced a series of measures in response to the coronavirus (COVID-19) crisis, either specific to the UK tax regime or administered by HMRC. HMRC also published a business support finder tool to help businesses and the self-employed swiftly identify what financial assistance was available. See: Find coronavirus support for your business. For ease of use, this Practice Note is divided into: EMPLOYMENT SELF-EMPLOYMENT TRADING LOSSES VAT STAMP TAXES INTERNATIONAL TAXES MANAGEMENT AND LITIGATION INCENTIVISED INVESTMENT EMPLOYMENT Coronavirus job retention scheme (CJRS)—CLOSED The coronavirus job retention scheme (CJRS) offered support to employers with a UK payroll by way of a grant to help meet salary costs for ‘furloughed’ employees during the pandemic. The initial iteration...

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PRACTICE NOTES
South Africa: Foreign Direct Investment Control—Exchange Control, Takeover and Merger Review, and Emerging National Security Screening via SARB, TRP and FIC

1. What is the applicable legislation? South Africa does not have a single, overarching statutory scheme governing foreign direct investment (FDI). Below is a non-exhaustive overview of key legislation relevant to FDI in South Africa: Protection of Investment Act 22 of 2015, as amended Competition Act 89 of 1998 (Competition Act 1998) Companies Act 71 of 2008 (Companies Act) Companies Amendment Act 16 of 2024 and the Companies Second Amendment Act 17 of 2024 (Companies Amendment Acts 2024) Companies Regulations, 2011 issued under the Companies Act 2008 (Companies Regulations 2011), and GNR.1111 of 1 December 1961: Regulations made under the Currency and Exchanges Act 9 of 1933 and, in relation to each of the above, as amended 2. Which government or other body (or bodies) reviews foreign investments? The South African Reserve Bank (SARB) is the primary authority responsible for safeguarding the value of South Africa’s currency. Acting as the regulator under the exchange control regulations, it...

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PRECEDENTS
Customisable precedent articles for a private company limited by guarantee (Companies Act 2006), excluding model articles

Part 1, interpretation and limitation of liability Unless the context requires otherwise, these articles use terms defined in the Companies Act 2006 (and any amending or subordinate legislation) and within these articles. Defined terms include: address; articles; bankruptcy (including similar overseas procedures); chair and chair of the meeting (articles 13 and 30); Companies Acts; director (including anyone acting as such); document (including electronic); electronic form/means and hard copy form; instrument; member; ordinary and special resolutions; eligible director; participate; proxy notice; relevant officer (non‑auditor officers of the company or any group undertaking, present or former); subsidiary; and writing (any visible representation, including electronic) The model articles are excluded. Unless otherwise stated, statutory expressions bear the meaning they had when these articles became binding. References to legislation include any modification, re‑enactment or replacement. Singular includes plural and vice versa; masculine includes feminine and neuter; persons include corporations Each member’s liability is limited to £1, payable on a winding up while a member or within one year of ceasing, towards:...

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PRECEDENTS
Companies Act 2006 Model Articles of Association for a Private Company Limited by Shares: directors and shareholders’ decision-making, share capital, transfers, dividends, meetings, administration, indemnity and insurance

Index to the articles Part 1: Interpretation and limitation of liability — defines the expressions used throughout and confirms members’ liability is limited to any unpaid amount on their shares Part 2: Directors — covers directors’ authority, shareholders’ reserve powers, delegation and committees; collective and unanimous decisions, meetings, participation, quorum, chairing, casting vote, conflicts, records and procedural rules; appointment and termination, remuneration and expenses Part 3: Shares and distributions — requires shares to be fully paid; permits varied classes and redemption; recognises only absolute ownership; sets out certificates, replacements, transfers and transmission; explains declaring and paying dividends, no interest, unclaimed sums, non-cash distributions, waivers, and capitalisation of profits Part 4: Decision-making by shareholders — provides for speaking and voting at general meetings, quorum, chairing, attendance by directors and others, and adjournment; voting on a show of hands or by poll, handling of errors, proxy content and delivery, and allowable amendments Part 5: Administrative arrangements — permitted means of communication, use of company seals,...

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PRECEDENTS
Subsidiary private company limited by shares: UK Companies Act 2006 articles with parent control of board appointments and share allotments, meeting, distribution and indemnity provisions

Part 1, interpretation and limitation of liability 1 Defined terms and interpretation In these articles, unless the context dictates otherwise, expressions carry the meanings given by the Companies Act 2006 (including sections 1148, 1168, 282, 283, 1159), or as specified herein. References include, without limitation, address, articles, bankruptcy (including comparable overseas processes), chair and chair of the meeting, clear days, Companies Acts, director (including anyone acting as such), distribution recipient, document, electronic form/means, eligible director, fully paid, group, hard copy form, holder, instrument, model articles, ordinary resolution, paid, parent company, participate, proxy notice, relevant officer, shares, special resolution, subsidiary, transmittee and writing. The model articles are disapplied. Unless the context requires otherwise: legislative references include subordinate legislation and any amendment, extension, consolidation, re‑enactment or replacement; “include/including” means without limitation; singular imports plural and vice versa; masculine includes feminine and neuter; and references to persons include bodies corporate... 2 Liability of members Members’ liability is limited to any unpaid amount on the shares they hold...

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