Specified investment meaning

Regulated activities and exclusions Section 19 of the Financial Services and Markets Act 2000 (FSMA 2000) bars any individual or entity from undertaking, or holding themselves out as undertaking, a regulated activity in the UK unless they are authorised or exempt under FSMA 2000 (the General Prohibition). Usefully, most activities specified in the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, SI 2001/544 (RAO) are carved out by exclusions. Where you conduct a given activity in a manner that fits an exclusion, you will not contravene the General Prohibition. For additional detail on the General Prohibition, see Practice Notes The general prohibition and implications of its breach and Carrying on unauthorised business and breaching the general prohibition. Most RAO regulated activities are subject to exclusions that can be used where applicable. Exclusions fall into two groupings: exclusions tailored to a specific regulated activity; and exclusions that, in defined situations, span several regulated activities...

This checklist outlines the requirements an alternative investment fund manager (AIFM) must include in its remuneration policy under the AIFM Remuneration Code (the Code) in the Financial Conduct Authority (FCA) Handbook’s Senior Management Arrangements, Systems and Controls (SYSC) sourcebook (SYSC 19B), as well as the remuneration disclosures that belong in an alternative investment fund (AIF)’s annual report. What is the AIFM Remuneration Code (SYSC 19B)? The Code sits in SYSC 19B. It applies to a full-scope UK AIFM managing a UK AIF or a non-UK AIF. It covers pay and bonus for staff. It sets parameters for pay and bonus awards for specified Code staff. The Code comprises nine remuneration principles, set out in SYSC 19B.1.5 R to SYSC 19B.1.24 R. For guidance on each of these principles, see Practice Note: UK AIFMD—Remuneration Code—What are the AIFM Remuneration Code principles? The principles operate on a proportionate basis, meaning an AIFM must apply them in a manner suitable to its size, internal organisation and the complexity of its activities...

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: Public company takeovers Equity capital markets Corporate governance Partnerships Private equity Members LexTalk®Corporate: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Public company takeovers Takeover Panel publishes note on cancellation of admission to trading The Takeover Panel (Panel) has issued a new note offering advisers guidance on cancelling an admission to trading for companies caught by the Takeover Code (Code). It confirms that companies with registered offices in the UK, the Channel Islands or the Isle of Man, whose securities are traded on specified markets, remain within the Code for two years after cancellation, irrespective of where central management and control is located or whether they re-register as private companies. The Panel encourages early engagement with the Panel Executive when a cancellation is contemplated, to ensure shareholders receive suitable disclosure about the Code’s continued effect, and it outlines...

In this issue: Spring Statement 2025 Probate UK taxes for Private Client HMRC Manuals updates Tax avoidance, evasion and non-compliance Regulatory compliance for Private Client Contentious trusts and estates Art and heritage property, landed estates and farming families International Question of the week Daily and weekly news alerts LexTalk® Private Client: a Lexis+® community New and updated content Dates for your diary Trackers Latest Q&As Useful information Spring Statement 2025 Spring Statement 2025—key points On Wednesday 26 March 2025, the Chancellor of the Exchequer, Rachel Reeves, presented the government’s Spring Budget. There were no fresh measures for Private Client tax advisers—disappointing for those with clients likely to be affected by the planned reforms to business property relief and agricultural property relief from April 2026. Nor was there any sign of a rethink on the proposal to levy an IHT charge on pensions on death. By contrast,...

This Practice Note considers the eligibility criteria for indefinite leave to remain under the Tier 1 (Investor) category. The Tier 1 (Investor) category closed to fresh applications, without notice, from 16.00 on 17 February 2022 through Statement of Changes in Immigration Rules CP 632. Holders of existing leave on this route may still prolong their permission, including applying for entry clearance from outside the UK where they have held Tier 1 (Investor) leave at any point in the 12-month period before the application date, and may pursue settlement. Requests to extend, whether made inside or outside the UK, must be filed by 17 February 2026. Applications for indefinite leave to remain must be submitted before 17 February 2028. Specific timings for each cohort are outlined below. In line with other pre-simplification ‘legacy’ routes—and particularly as this route was partly closed due to concerns it enabled the movement of illicitly obtained wealth—both extension and settlement applications are expected to attract rigorous scrutiny. For more on the closure, see: LNB News...

This Practice Note addresses the regulated activity of managing investments... Definition Managing investments is a regulated activity under article 37 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, SI 2001/544 (RAO). It entails exercising discretion over assets that beneficially belong to another person, where those assets consist of, or include, any investment categorised as a ‘security’, a ‘structured deposit’ or a ‘contractually-based investment’. For further detail on what constitutes a ‘security’, a ‘structured deposit’ or a ‘contractually-based investment’, see Securities, structured deposits or contractually-based investments below)... The exercise of discretion This regulated activity only arises where the investment manager exercises discretion. Where portfolio management is non-discretionary—for example, the manager purchases shares strictly on client instructions, or simply receives and forwards client orders—the work is more likely to fall within another regulated activity, such as ‘dealing in investments, either as principal or agent’ (RAO SI 2001/544, arts 14 and 21) or ‘arranging deals in investments’ (RAO SI 2001/544, art 25)...

Scope of the regime (NSIA 2021) took full effect on 4 January 2022. From that point, the UK Government gained powers to scrutinise and intervene in a broad array of investments in entities operating in the UK, and in purchases of related assets, with the goal of stopping deals that might threaten the UK’s national security. The regime is run by the Investment Security Unit (ISU) within the Cabinet Office, while the formal decision‑maker is the Chancellor of the Duchy of Lancaster (described in the Act, and here, as the ‘Secretary of State’). Beyond handling notifications and associated proceedings, the ISU may issue guidance on the regime and how it applies to particular transactions. Under NSIA 2021, certain investments in business entities active across 17 specified UK sectors must be notified to the ISU by the investor and cleared by the Secretary of State before completion. This notification duty applies whether the investor is UK‑based or overseas, and also to investments in foreign entities active in these sectors in...

This DEED is entered into on [ insert date on which this deed is executed by all parties ] Parties [ Insert name of Company ] whose registered office is at [ insert address of registered office ] and whose registered number is [ insert registered number of Company ] (the Company); and [ Insert name of Trustee ] whose registered address is at [ insert address ] [ and whose registered company number is [ insert registered company number of Trustee ] ] (the Original Trustee). Background The Company intends to establish a trust to be known as the [ insert name of EBT ] with the objective of encouraging, motivating and retaining Employees within the Group Companies by providing benefits to such Employees and their dependants. The Company has transferred to the Original Trustee the sum of £[ insert initial settlement amount ] as the initial Trust Fund. It is anticipated that the Trustees will...

Financial sanctions Financial sanctions are controls that limit transactions involving money and the delivery of financial services; they may, for example, bar the transfer of funds to particular countries, individuals or entities. The Sanctions and Anti-Money Laundering Act 2018 (SAMLA 2018) is the UK’s principal sanctions law. It outlines the sanctions that can be introduced and the aims they may serve, empowers ministers to set detailed rules, and places obligations to ensure robust scrutiny and the safeguarding of the rights of those affected. Regulations made under SAMLA 2018 can create a wide range of measures—covering financial, trade, immigration, transport, etc. Financial sanctions typically prohibit dealing with assets, or making funds or economic resources available to, or for the benefit of, designated persons. There are also sectoral sanctions that forbid or restrict specified financial and investment activities. For our business, adherence to this framework is essential: non-compliance could lead to significant penalties for the organisation and for the individuals involved. Compliance requires several steps, including: ...

Precedent: Subscription and shareholders’ agreement—single investor Remove the following definitions in clause 1.1: Completion; Completion Date; Conditions; and Subscription Shares. Insert the following replacement definitions in clause 1.1: First Completion — the fulfilment by each of the Parties of their respective obligations set out or referred to in clauses 3.1 and 3.2; First Completion Date — [ the date of this Agreement OR [ insert date ] ] or such other date as the Parties may agree in writing; First Subscription Conditions — the conditions specified in clause 2.2, and First Subscription Condition means any one of those conditions; First Subscription Shares — the Shares to be subscribed for by the Investor under clause 2.1; Milestone Date — [ insert date ]; Milestones — the milestones to be achieved by the Company prior to Second Completion as set out in Schedule 8; Second Completion — the fulfilment of the respective obligations of each of the Parties set out or...

Amendments to the International Tax Compliance Regulations 2015 (2015 regs), SI 2015/878, introduced by the International Tax Compliance (Amendment) Regulations 2025, SI 2025/740, have brought in a compulsory Automatic Exchange of Information (AEOI) registration obligation for certain trusts treated as ‘specified non-reporting financial institutions’. Under the 2015 regs, SI 2015/878, reg 24(1), a specified non-reporting financial institution is ‘a non-reporting financial institution which is a trust within the meaning of Section VIII(B)(1)(e) of the CRS or paragraph II(D) of Annex II to the FATCA agreement’. Set out below is a concise overview of the components of that definition. Financial institution (IEIM400610) The FATCA and CRS frameworks recognise four common categories of Financial Institution: custodial institution depository institution investment entity specified insurance company Where a private trust satisfies any Financial Institution definition, it will most commonly be treated as an Investment Entity...