Substantial completion meaning

STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) obtained Royal Assent on 26 October 2023. Part 1 of ECCTA 2023 sets out a substantial suite of measures that strengthen the role of Companies House and improve the transparency of UK corporate entities. The ECCTA 2023 will take effect gradually. Many aspects of the Act depend on detailed secondary legislation and guidance, as well as the creation of new technical processes and tools to deliver the reforms. For more, see Practice Notes: The Economic Crime and Corporate Transparency Act 2023—what Banking & Finance lawyers need to know, The Economic Crime and Corporate Transparency Act 2023—tracker, and Corporate transparency reform—changes to company registers. Board minutes As part of pre-completion steps and fulfilling conditions precedent, lawyers acting for a lender in a standard finance transaction must review the board minutes of the borrower, any guarantor, and any security provider. After a company’s board meeting, the directors are required to ensure minutes are produced for that meeting,...

In this issue: Budgets and Finance Bills Court of Protection UK taxes for Private Client HMRC Manuals updates Tax avoidance, evasion and non-compliance 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+® community New and updated content Dates for your diary Trackers Latest Q&A Useful information Budgets and Finance Bills Autumn Budget 2024 The Chancellor of the Exchequer, Rachel Reeves, presented the government’s Autumn Budget on Wednesday, 30 October 2024. For analysis of the consultations and statements pertinent to Private Client practitioners, see News Analyses: Autumn Budget 2024—Private Client analysis and Video analysis—Autumn Budget 2024: initial reaction from Harriet Brown, barrister at Old Square Tax Chambers. For coverage of the corporate tax themes, see News Analyses: Autumn Budget 2024—Tax analysis and Video analysis—Autumn Budget 2024: initial reaction from John Endacott,...

Re Avanti Communications Ltd [2023] EWHC 940 (Ch) This marks the first substantial judgment on the divide between fixed and floating charges since the House of Lords’ landmark ruling in Re Spectrum Plus [2005] UKHL 41, which reclassified an apparent fixed charge over book debts as floating because the chargor could freely deploy the charged assets and the security holder therefore lacked the requisite control to constitute a fixed charge. The designation of security as ‘fixed’ or ‘floating’ under English law now carries even greater weight given HMRC (the UK tax authority) ranks as a preferential creditor for certain taxes in insolvency—ie those taxes sit behind fixed charge realisations but ahead of floating charge realisations. That characterisation had a decisive effect on the order of payments in Avanti’s administration: as the charge was properly treated as fixed, the secured creditors recovered in full; had it instead been treated as floating, part of the proceeds would have been payable to HMRC (as preferential creditor) and to unsecured creditors up to...

In this issue: Key developments and horizon scanning Leasing property Commercial real estate finance Statutory compliance Residential property Property management Property development Transferring property Property in Wales Property taxes Additional property updates this week Daily and weekly news alerts New and updated content Trackers Key developments and horizon scanning BPF commentary on 2024 Autumn Budget The British Property Federation (BPF) has released a Spotlight Series blog featuring insights from Rachel Kelly, the BPF’s Assistant Director of Policy (Finance), on what the 2024 Autumn Budget means for the property industry. Kelly set out the Federation’s proposals to government ahead of 30 October 2024: modernising business rates, backing energy efficiency retrofits, and amending tax rules to unlock institutional investment in new housing. She underlined that, given the right fiscal and regulatory framework, the Build-to-Rent (BtR) market could expand its contribution to housing delivery from 15,000 to 30,000 new homes annually, and...

Before disposing of a business or trade When planning a disposal, a corporate seller must choose the most suitable deal structure. Commercial drivers should lead, yet securing a tax-efficient outcome will inevitably be a key concern. The initial choice is whether to transfer: the business and its underlying assets (a business sale), or the shares in a subsidiary that holds the business and assets (a share sale) Broadly, sellers tend to prefer a share sale: it offers a straightforward exit and, where the substantial shareholdings exemption (SSE) applies, any gain is exempt from tax. An asset deal is more likely to crystallise tax charges and leaves any pre-completion tax liabilities with the seller. This Practice Note does not address individual sellers or business asset disposal relief (BADR). For more on BADR, see Practice Note: CGT—business asset disposal relief (formerly entrepreneurs' relief)...

Brexit impact From 31 January 2020 (exit day), the UK left the EU as a Member State but moved into an implementation phase, during which the EU continued to treat the UK as if it were still a Member State for many purposes. At 11 pm (GMT) on 31 December 2020, that Brexit transition/implementation period, established after the UK’s departure from the EU, came to a close. At this moment—known in UK legislation as ‘IP completion day’—core transitional measures ended and changes started to apply across the UK’s legal framework. From that date, changes began to take effect across the UK’s legal regime. Any alterations pertinent to this content are outlined below. On IP completion day, the European Union (Withdrawal) Act 2018 (EU(W)A 2018) established a new category of domestic UK law—retained EU law (REUL)—consisting of EU-derived rights and legislation that were preserved in the UK after Brexit. On 29 June 2023, the Retained EU Law (Revocation and Reform) Act 2023 (REUL(RR)A 2023) received Royal Assent. REUL(RR)A 2023 revises...

Even with advanced procurement techniques, scheduling tools and project management applications, construction schemes can still run late and overrun. Any slippage triggers extra cost. This Practice Note explores the delay damages regime designed to safeguard an employer if delay occurs, highlighting the relevant FIDIC clauses and other standard form contracts used in the energy sector that address delay damages. See also Practice Notes: Delay and disruption in construction projects and Time and money claims. The importance of time in energy projects Construction and energy contracts devote substantial attention to time, particularly setting a completion date. Most building contracts provide for delay damages (also termed liquidated damages or liquidated and ascertained damages (LADs)). The core concept is that, on specified breaches by the contractor—commonly failure to complete on time, but potentially performance shortfalls—agreed damages become payable to the employer. Fixing those sums before contract award seeks to avoid protracted and costly proceedings required to demonstrate actual loss...

Substantial cash transactions can indicate money laundering, terrorist funding, or proliferation financing. Do not take any monies (cash or otherwise) from a [ customer OR client ] until the [ customer OR client ] due diligence (CDD) checks have been finalised. While no statutory cap exists on cash, our internal cash policy states you must not receive cash [ over the limit of £[ 250 ] ] in the office or paid straight into our bank...

Power of attorney—private M&A—share purchase—signing—individual seller 1 Appointment and powers I, [insert seller’s name] of [insert address], on [insert date] appoint [jointly and/or severally] [insert name(s) of attorney] of [insert address(es)] as my lawful attorney(s) to act for me regarding the proposed sale of [the entire/a substantial part/[insert %] per cent of the] issued share capital of [insert target company name] to [insert the buyer name] or its nominee (the Proposed Sale). The attorney may approve, execute and sign any deed, agreement, letter, consent or other document required in my capacity as shareholder, including the SPA, the Disclosure Letter, the Tax Covenant and any [lost share certificate indemnity], [pre-emption waiver] or [stock transfer form(s)]; manage shareholders’ meetings and proxies; [grant or withhold consents and sign resolutions]; and [on Completion appoint the Buyer as my attorney until registration as holder of the Shares]. The attorney may delegate to an agent (without onward delegation) and appoint or remove a substitute; I ratify lawful acts and indemnify the attorney; this...

1 Appointment and powers We, [insert company name], incorporated in [England and Wales OR other] under no. [insert] (the Company), appoint on [insert date] [jointly and/or severally] [insert attorney name(s) and address(es)] to act for the Company regarding the proposed sale of [the entire/a substantial part/[insert]%] of the share capital of [insert target company name] to [insert buyer name] (the Proposed Sale). Approve, sign, seal and deliver any documents the Attorney considers necessary, including the SPA, [lost share certificate indemnity], [pre‑emption waiver], [stock transfer forms], the Disclosure Letter, [Tax Covenant] and [other documents]. Call, waive notice of, attend and vote at shareholder meetings; appoint proxies; give or withhold consents; and, on Completion, appoint the Buyer as attorney until the Buyer or its nominee is registered. Undertake any steps necessary or desirable to complete the Proposed Sale. Delegate to an agent (with no power to sub‑delegate) and appoint, remove or revoke a substitute [with/without power of substitution]. The Company ratifies lawful acts and...