Share buy-back meaning

When does a section 75 debt arise? An s 75 liability crystallises in respect of an occupational pension scheme that is underfunded on a buy-out basis and: an employment-cessation event happens for a relevant participating employer within a multi-employer scheme an insolvency event occurs in relation to a participating employer of the scheme, or the scheme formally goes into winding up In a multi-employer scheme, an employer’s s 75 debt is its allocated share of the scheme deficit, appropriately assessed on a buy-out basis. As an alternative to immediately paying the s 75 debt in full, an employer may enter into a deferred debt arrangement, an apportionment arrangement, or a withdrawal arrangement. Section 75 does not apply at all to money purchase schemes, unregistered pension schemes, unfunded public sector schemes, and a scheme with only one member. ...

Tax consequences of different buyback structures The table below offers a concise overview of the tax outcomes arising from the various forms of share buyback that a UK company may undertake. Throughout, it is assumed that the relevant shareholder is UK resident and that the repurchased shares are held as an investment. For fuller guidance on the tax treatment of share buybacks, see the following Practice Notes: Tax consequences of share buybacks—main rules Tax consequences of share buybacks—calculating the income capital split Tax consequences of share buybacks—unquoted trading companies For a comparative table setting out other ways a company can return value to shareholders, together with the principal UK tax issues for each route, see: Key UK tax considerations for returning value to shareholders—comparative table. Note that tailored provisions apply where the company repurchasing its shares is a qualifying asset holding company. For more on this, refer to Practice Note: Qualifying asset holding companies (QAHCs)—tax treatment...

STOP PRESS: A major, wide-ranging overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and standard listing segments and introducing a unified category for equity shares of commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other listing categories, including the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook commenced to deliver these reforms, and the previous Listing Rules sourcebook was withdrawn at the same time. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals for guidance. This Checklist represents the listing regime as it existed before 29 July 2024. A limited company may acquire its own shares if certain conditions set out in the Companies Act 2006 (CA 2006) are satisfied under that statute. This is commonly referred to as a share buyback or a purchase of own shares. In addition to the provisions of the CA 2006, further rules and guidelines are relevant to a listed company...

In a report dated 29 July 2024, Hymans Robertson LLP argued that reshaping the existing pension tax relief regime could unlock more than £20bn each year for the new Labour administration to channel into the UK’s growth sectors. At present, the state offers tax relief on pension payments, providing savers with a financial nudge to contribute. Under this arrangement, basic-rate payers receive 20% relief, so £800 of net pay becomes a £1,000 pension input thanks to a £200 addition from the government. The policy aims to promote saving, yet a sizeable share is reclaimed when pensions are withdrawn in retirement, as that income is taxable. Typically, a standard employee hands back £150 of the £200 benefit through tax on their pension income. This cycle reflects how incentives are largely offset by later taxation ultimately...

The Commission issued a study exploring trends, hurdles and prospects in algorithmic management, released a year and a half after it was finalised in December 2023. Observers link this notable lag to internal manoeuvring after a change at the top and view it as part of a broader attempt to buy time. Political considerations The former European commissioner for employment, Nicolas Schmit, openly backed workplace AI legislation, winning wide backing from centre-left EU lawmakers. By contrast, the incoming social affairs commissioner, Roxana Mînzatu, has adopted a cautious stance and has not pledged a binding measure. The present legislative term tilts further to the right than the last, with deregulation prominent on the policymaking agenda. Even so, despite the Commission’s current drive to pare back rules, tabling a bill on an issue prized by progressive lawmakers could prove useful later in the mandate. As a result, the Commission seems to be playing for time and has contracted out fresh research on the effects of algorithmic management and AI at...

Osmond and Allen v HMRC [2025] UKUT 183 (TCC) The taxpayers owned shares in a company that met the conditions for EIS disposal relief. In late 2014, worried that the EIS rules might be overhauled, they sought to lock in that relief while it was still available. Achieving this required triggering a CGT disposal, so they carried out share buy-backs. The price paid on the buy-backs was limited to no more than a return of capital, ensuring no income tax charge arose, and any CGT was removed by the EIS disposal relief. HMRC then issued counteraction notices under the transactions in securities (TiS) provisions, assessing the taxpayers to income tax on the basis that their main purpose in undertaking the buy-backs was to obtain an income tax advantage. Before the FTT, HMRC put forward two arguments. Its primary contention was that having a principal purpose of obtaining EIS disposal relief ‘necessarily’ meant the taxpayers had a...

Family business culture Given the relatively high expense of sourcing and appointing senior staff, holding on to the right people with the right expertise is vital for any firm, and even more so for a family-run enterprise where hiring can be tougher than for rivals. Working in a family company brings upsides; research points to greater loyalty, satisfaction, flexibility and security. Yet drawbacks can appear, such as ambiguity, perceived unfairness, muddled accountability and family politics. The task is to bring in senior leaders who align with the culture and to ensure they are incentivised to remain and help grow the business. Therefore, a family business must shape recruitment and induction so they reflect its distinctive culture and complexity. Not every senior executive will thrive in a family setting, and cultural alignment may, in the end, matter as much as formal credentials. This must be weighed against the need to attract high-calibre people and keep them engaged for the long haul. Practical measures available to family firms include supporting new...

FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: In 2027, stamp duty and SDRT are set to be superseded by a single, self‑assessed tax on securities — the securities transfer charge (STC) — to be paid and reported via a new online portal. The STC’s core features are expected to broadly reflect the proposals consulted on in 2023. Finance Act 2026 (FA 2026) confers a power for secondary legislation to let taxpayers trial the digital service, self‑assessing their stamp taxes on securities liabilities and submitting transactions electronically. For further details on the modernisation of stamp taxes on securities, see: News Analyses: Budget 2025—Tax analysis—Stamp and transfer taxes Tax update spring 2025—Stamp taxes on shares modernisation Tax update spring 2025—Tax analysis—Stamp and transfer taxes TAMD 2023—Stamp taxes on shares modernisation TAMD 2023—consultation—stamp taxes on shares Tax Administration and Maintenance Day—27 April 2023—Stamp and transfer taxes The government also consulted on modernising and clarifying...

STOP PRESS: A major overhaul of the UK listings regime took effect on 29 July 2024, scrapping both the premium and the standard listing segments and replacing them with a single category for equity shares in commercial companies. That commercial companies category is heavily disclosure-led and sits alongside other listing categories, including the shell companies category, the secondary listing category and the closed ended investment fund category, among others. A new UK Listing Rules sourcebook came into force to deliver these changes, and the previous Listing Rules sourcebook was revoked. For further information and detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it existed prior to 29 July 2024. A limited company may buy back shares in itself, provided conditions set out in the Companies Act 2006 (CA 2006) are satisfied, where applicable. This is known as a share buyback or a purchase of own shares. In addition to CA 2006, there are other rules and guidelines that are relevant...

1 Model Articles 1.1 The Model Articles shall apply to the Company save to the extent that they are amended or disapplied by these Articles, or where they conflict with these Articles, and, subject to any such amendments, disapplications or inconsistencies, shall, together with these Articles, constitute the Company’s articles of association to the exclusion of any other articles or regulations contained in any statute, in any statutory instrument, or in any other subordinate legislation...

This Agreement is dated [ insert day and month ] 20[ insert year ] Parties The several persons whose names and addresses appear in Schedule 1 (together, the Sellers); and [ Insert name of purchasing corporate entity ], incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ] and whose registered office is at [ insert address ] (the Buyer); and [ (each Seller and the Buyer being a Party, and together the Sellers and the Buyer being the Parties). ] Background The Company (as defined below) is a private company limited by shares, incorporated in [ England and Wales OR [ insert country of incorporation ] ]. Details of the Company are set out in Schedule 2, Part A. The Sellers are the legal and beneficial holders of the Sale Shares (as defined below), which in total constitute the entire issued and allotted share...

THIS DEED This deed is dated [ date ] Parties [ Name of surviving joint tenant of property co-owned with deceased ] of [ address ] (the Surviving Joint Tenant) [ Names of new beneficiaries of deceased’s beneficial interest in the property ] of [ addresses ] (the New Beneficiaries) [ Names of Executors ] of [ addresses ] (the Executors) BACKGROUND [ Name of deceased ] (the Deceased) passed away on [ date of death ], leaving a final Will dated [ date of last Will ] (the Will). [ Probate of the Will was issued by the [ Principal OR [ name ] District Probate ] Registry of the Family Division of the High Court to the Executors on [ date of grant ]...

This Q&A considers whether This Q&A explores whether, when a company is planning multiple share buybacks, it must put in place distinct share buyback contracts, each addressing a single intended buyback, or whether a single, overarching share buyback contract may instead cover all the intended buybacks, with each completing on a separate date. It proceeds on the basis that the company concerned is a private company limited by shares proposing to buy back shares off-market and that the contemplated buyback is neither for the purposes of, nor pursuant to, an employees’ share scheme within the meaning of section 1166 of the Companies Act 2006 (CA 2006)...

Under the Capital Funding Guide issued by Homes England, where a development lies within a designated protected area (DPA) and benefits from grant, the registered provider (RP) granting a shared ownership lease must include one of two provisions: limit staircasing to a maximum of 80%; or if staircasing beyond 80% is permitted, require the leaseholder to sell their share back to the landlord (or a nominee that is also an RP) at market value when they wish to sell. In certain cases, a local authority can seek a waiver of these conditions from Homes England where the supply of shared ownership homes is no longer constrained. Notwithstanding guidance suggesting one of the above clauses is mandatory for every shared ownership lease in a DPA, our understanding is that the applicable regulations do not impose this where the site has not received grant. For more detail, see: Practice Note: Entitlements under shared ownership leases Housing (Shared Ownership Leases)...

Contributing tithes for the maintenance of a parish is a very long-standing practice, traceable well back to the Saxon era. In 1836, the Tithe Act 1836 indeed replaced the obligation to pay tithes with a rentcharge over land, recalculated annually by reference to the price of corn. In substance, it functioned as a locally levied, index-linked charge. Later enactments continued to control tithe payments until, in 1936, the Tithe Act 1936 (TA 1936) abolished rentcharges arising from tithes. Compensation was then made payable to reflect that change. Accordingly, the concise conclusion is that a tithe rentcharge is not legally enforceable...