Share capital (Pensions) meaning

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 A new UK Listing Rules sourcebook commenced to deliver these reforms, and the previous Listing Rules sourcebook was withdrawn at the same time.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...

A limited company can repurchase its own shares where the requirements of the Companies Act 2006 (CA 2006) are met. This is termed a share buyback, or a purchase of own shares. Beyond the CA 2006, additional rules and guidance are relevant to a listed company or an AIM company. A private limited company may only carry out an off‑market buyback; accordingly, this checklist does not cover on‑market buybacks. For an overview of share buybacks, including how off‑market and on‑market buybacks differ, see Practice Note: Share buybacks—the legal framework. Preliminary issues Before proceeding with a buyback, a private limited company should work through several preliminary points and may need to complete certain preparatory steps. For more detail, see Practice Notes: Private company share buybacks—initial considerations and Tax issues on share buybacks for corporate lawyers. Articles of association and shareholders' agreements: Check that the company’s articles provide the necessary power to undertake the proposed buyback...

A limited company is permitted to repurchase its own shares where the criteria in the Companies Act 2006 (CA 2006) are satisfied. Such transactions are known as share buybacks, or purchases by a company of its own shares. Alongside the CA 2006 provisions, additional rules and guidance can apply to a listed company or to an AIM company. A private limited company may effect a buyback out of capital in accordance with CA 2006, Pt 18, Ch 5 (CA 2006, ss 709–723), subject always to any restriction or prohibition contained in the company’s articles of association. For private companies, repurchases are undertaken solely off-market, and accordingly this checklist does not cover on-market buybacks. For an introduction to share buybacks, including an outline of the differences between an off-market share buyback and an on-market share buyback, see Practice Note: Share buybacks—the legal framework. Preliminary issues Before proceeding with any share buyback to be financed out of capital in accordance with CA 2006, Pt 18, Ch 5, a private limited...

In this issue: General election 2024 Trusts Court of Protection HMRC Manuals updates Tax avoidance, evasion and non-compliance Insolvency—Private Client Contentious trusts and estates Pensions, insurance and tax efficient investments International Question of the week Additional Private Client updates this week Daily and weekly news alerts LexTalk®Private Client: a Lexis®PSL community New and updated content Dates for your diary Trackers Latest Q&A Useful information General election 2024 General Election 2024: tax aspects of manifestos The Liberal Democrat manifesto, ‘For a Fair Deal’, was issued on 10 June 2024. The Conservative and Unionist Party’s 2024 manifesto was released on 11 June 2024. The Green Party’s manifesto followed on 12 June 2024. The Labour Party manifesto was published on 13 June 2024. Each manifesto sets out the parties’ tax-related pledges should they prevail in the General Election on 4 July 2024. For more on the...

In this issue: Budgets and Finance Bills VAT Companies and corporation tax Real estate tax International Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Tax Highlights 2025/2026 Budgets and Finance Bills Second reading and committal of Finance Bill 2026 On 16 December 2025, Finance Bill 2026 (also referred to as Finance (No 2) Bill 2024–26) (FB 2026) had its second reading in the House of Commons. The House then resolved to split further consideration of FB 2026 between a Committee of the whole House and a Public Bill Committee. The Committee of the whole House will take the clauses and Schedules on the income tax charge and rates (clauses 1 to 8 and Schedules 1 and 2), agricultural property relief and business property relief (clause 62 and Schedule 12), inheritance tax on pension interests (clauses 63 to 68), gambling duties (clauses 83 to 85...

In this issue Budgets and Finance Bills International Taxes management and litigation Companies and corporation tax Anti-avoidance Employment taxes Individuals and income tax Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Budgets and Finance Bills Autumn Budget 2024 The Chancellor of the Exchequer, Rachel Reeves, will present the Autumn Budget on Wednesday 30 October 2024. As is our custom, we will produce overnight analysis of the principal business tax measures announced, which will be published on the morning of Thursday 31 October 2024. International Jersey adopts legislation to implement Pillar 2 from 2025 Jersey has enacted legislation to introduce a Pillar 2 Income Inclusion Rule and a multinational corporate income tax from 2025, honouring Jersey’s commitment to implement the OECD’s global minimum tax framework for large in-scope multinational groups. See: LNB News 24/10/2024 1. New corporate re-domiciliation report published...

This starter guide offers an overview of the Private Client practice area. It is designed for trainee solicitors, paralegals, and anyone new to Private Client work. It concentrates on core topics within Private Client law and signposts additional Lexis+® UK resources and materials that deliver more comprehensive detail. Newcomers to Private Client will also find the Overviews within each subtopic of the Private Client module helpful. These Overviews introduce each subtopic and link to pertinent content within it, aiding navigation of the area. For instance, see: Will drafting—overview and Inheritance tax (IHT)—overview. If something is not covered here, try browsing our Private Client topic tree or using the search bar to locate further Private Client content. The guide also includes links to help you get the most from the Private Client materials, including how to subscribe to email alerts and how to contact the LexisAsk team. Key topics in Private Client Private Client lawyers commonly handle: Wills Probate Trusts Powers of...

This Practice Note maps the rules governing pay for directors of quoted companies, set against rising shareholder activism and greater media scrutiny of executive reward. It distils the statutory reporting regime on directors’ remuneration for quoted companies and highlights key provisions of the Companies Act 2006 (CA 2006), the UK Listing Rules (UKLR), the Financial Reporting Council’s (FRC) UK Corporate Governance Code (UKCG Code), together with best practice guidance on executive pay... Directors’ remuneration—law, regulation and best practice Legislation Under the CA 2006 and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, SI 2008/410, directors of a quoted company must produce an annual remuneration report disclosing prescribed details of directors’ pay. For CA 2006 purposes, a quoted company is a UK company whose equity share capital: has been admitted to the Official List of the London Stock Exchange is officially listed in an EEA state, or is admitted to dealing on the New York Stock Exchange or NASDAQ...

This Practice Note summarises the principal factors and illustrative calculations for deciding whether to elect under section 425 or section 431 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003), or to make no election, on acquiring restricted securities. For further background, see the following Practice Notes: What are restricted securities? Restricted securities—tax treatment and joint elections Guidance on making a valid restricted security election The question of whether a section 425 or section 431 election (or no election) should be made is examined using the example set out below. Factual background An incoming director of a private company pays £100 to subscribe for 100 shares in the company at par, provided as a ‘golden hello’. If, within five years of acquisition, the director does not meet specified performance conditions, resigns voluntarily, or is dismissed (including, but not limited to, for misconduct), the director must transfer the shares to a designated shareholder for an amount equal to the...

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...

Legal due diligence questionnaire—private M&A—share purchase Dated [ insert date ] Introduction This legal due diligence questionnaire concerns the intended purchase by [ insert buyer name ] (the Buyer) of the whole of the issued share capital of [ insert name of target company ] Limited, incorporated in England and Wales under number [ insert company number ] (the Company), from [ insert seller name ] (the Seller) (the Proposed Acquisition). This questionnaire is intended to assist the Buyer, the Buyer's solicitors and other professional advisers acting on the Proposed Acquisition to secure the information the Buyer needs to inform its valuation of the Company. Please respond to each question comprehensively. Please set out your responses in italics immediately beneath each question and kindly supply copies of all relevant documentation, ensuring that all responses and documents are plainly identified by reference to the appropriate paragraph of this questionnaire. We reserve the right to raise further enquiries regarding both your responses to this questionnaire and, more generally, matters arising...

Dated [ insert date ] Introduction This legal due diligence questionnaire concerns the proposed admission to AIM of the whole issued [ and to be issued ] share capital of [ insert company name ] (the Company) (the IPO) in question. It forms only one component of the wider due diligence programme, which may also cover management questionnaires, business due diligence and financial due diligence, as relevant. This questionnaire is intended to enable the nominated adviser, the nominated adviser’s solicitor, the Company, the Company’s solicitors and other professional advisers engaged on the IPO to gather the information required to help prepare the admission document and to determine what steps are needed to ensure the Company is ready for its continuing admission to AIM. Please kindly answer each question in full and without any omission. Provide your replies in italics directly beneath every question and supply copies of all relevant documents, ensuring that all responses and materials are clearly identified by express reference to the appropriate paragraph...