Substantial property transaction meaning

Purpose of checklist This checklist aims to set out the types of considerations that must be kept in view-and for which client instructions will be required-when preparing a joint venture agreement (JVA) and articles of association for a corporate real estate transaction. For further key points to address when drafting a JVA, see Checklists: Corporate joint venture preliminary issues-checklist and Joint venture shareholders’ agreement-checklist. See also Practice Note: Property Joint Ventures-general issues for a summary of the commercial matters the joint venture parties will need to weigh when establishing a property joint venture (JV). Corporate real estate JVs typically involve collaboration between parties able to source real estate (with one party possibly owning, and contributing to the joint venture company (JVC), the property to be developed), provide substantial capital to the JVC, supply or arrange debt funding (to finance the development) and offer the expertise to develop and/or manage the property. The JVA will document the parties’ agreement on their respective rights in relation to issues such as management...

Original news Re Pro4Sport Ltd (in Liquidation); Subnom Hedger (Liquidator of Pro4Sport Ltd) v Adams [2015] EWHC 2540 (Ch), [2015] All ER (D) 12 (Sep) The Chancery Division rejected a misfeasance application brought by the company’s liquidator under IA 1986, s 212 against the respondent, who had formerly been a director and the majority shareholder. The court concluded, among other points, that the allegation under CA 2006, s 172 did not succeed, and the respondent had not contravened his duty of care and skill under CA 2006, s 174... What was the background to the application? In 2012, shortly before Pro4Sport Ltd entered creditors’ voluntary liquidation, its director and majority owner arranged for the company to dispose of its assets to an associated entity, Pro4Sport.co.uk (Pro4), for deferred consideration of £56,400. The sole protection taken was a retention of title provision. Pro4 remitted £35,910 towards the price before itself entering creditors’ voluntary liquidation in 2014. The liquidator then pursued misfeasance proceedings against the director under IA 1986,...

In this issue: Court of Protection UK taxes for Private Client HMRC Manuals updates Budgets and Finance Bills Insolvency—Private Client Contentious trusts and estates Scotland, Wales and Northern Ireland 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&As Useful information Court of Protection Court of Protection approves indefinite extension of injunction against P’s son in order to protect and support best interest decisions made for P (MK (‘P’), In the Matter of) This matter relates to MK, an 81-year-old woman with vascular dementia. To safeguard court-ordered best interests decisions concerning MK’s living arrangements and care, the court continued, on an open-ended basis, an injunction limiting her son’s contact and preventing him from independently arranging medical assessments. The court determined it holds jurisdiction, under...

In this issue: Repairing obligations and dilapidations Easements and covenants Enforcing security and property insolvency Rents and rates Disputes and remedies Neighbour and party wall disputes Residential tenancies Key developments and horizon scanning Additional Property Disputes updates LexTalk®Property Disputes: a Lexis®Nexis community Daily and weekly news alerts Dates for your diary Latest Q&As Repairing obligations and dilapidations Supreme Court confirms section 135 of the BSA 2022 has retrospective reach for claims tied to DPA 1972, s 1 (URS Corporation Ltd v BDW Trading Ltd) In URS Corporation Ltd v BDW Trading Ltd [2025] UKSC 21, the Supreme Court rejected all four appeal grounds. It concluded that the retrospective limitation window in section 135(3) of the Building Safety Act 2022 embraces not only claims brought squarely under section 1 of the Defective Premises Act 1972 (DPA 1972), but also any causes of action that rely on the DPA 1972, s 1...

The Companies Act 2006 (CA 2006) The Companies Act 2006 (CA 2006) sets out provisions that restrict and regulate substantial property transactions entered into between a company and its directors (see Practice Note: Substantial property transactions—requirement to obtain members’ approval). This Practice Note provides a summary of the CA 2006 provisions concerning the consequences where a company enters into a substantial property transaction without securing the requisite approval of the members, or without making the arrangement expressly conditional upon such approval being obtained, as required. For the purposes of these statutory provisions, ‘director’ includes any person occupying the office of director, by whatever name described, and also includes a shadow director. If the company undertaking a substantial property transaction has equity shares listed within the equity shares (commercial companies) category, the UK Listing Rules (UKLR), and notably UKLR 8 on related party transactions, may apply (see Practice Note: Equity shares (commercial companies) listing category—key continuing obligations)...

This Practice Note looks at the way that options and pre-emption agreements over UK land are treated for stamp duty land tax (SDLT) purposes. Options commonly feature in development contexts, though they also appear in other deals. For additional guidance on indirect taxes within commercial development, see Practice Note: Development of commercial property—indirect tax considerations. From 1 April 2015, SDLT no longer applies to land transactions involving interests in or over land in Scotland; from that date, land and buildings transaction tax (LBTT) applies, subject to transitional rules. Accordingly, references here to ‘UK land’ for SDLT purposes exclude interests in or over Scottish land from 1 April 2015. For more information, see the LBTT subtopic. SDLT also ceased to apply to land transactions involving interests in or over land in Wales from 1 April 2018; from then, land transaction tax (LTT) applies, again subject to transitional provisions. As a result, references in this Practice Note to ‘UK land’ for SDLT purposes should be understood as excluding interests in or...

This how to guide This how to guide gives a concise overview, with links to further materials, of the steps to obtain members’ approval for specified dealings with directors or persons connected to directors, such as long-term service agreements, substantial property dealings, loans and other credit arrangements, and payments for loss of office. Part 10, Chapter 4 of the Companies Act 2006 (CA 2006) prescribes when certain arrangements between a company and its directors or their connected persons must be approved by the company’s members. This guide does not detail each category of transaction that needs member consent; instead, it focuses on the common approval pathway to follow whenever such a transaction arises. For guidance on identifying or determining the substance of a relevant transaction, see the following Practice Notes and related links: Loans to directors, connected persons and related arrangements—requirement to obtain members’ approval Quasi-loans to directors, connected persons and related arrangements—requirement to obtain members’ approval Credit transactions for the benefit of a...

ORDINARY RESOLUTION [ That approval is given for the purchase by [ insert name of the director of the Company or the person connected with such a director ], being [ a director of the Company OR a person connected with a director of the Company ], of [ insert a description of substantial non-cash asset ] for a consideration of £[ insert figure ] from [ insert name of subsidiary ], the Company’s subsidiary, in accordance with section 190 of the Companies Act 2006. ] [ OR That approval is given for the purchase by [ insert name of subsidiary ], the Company’s subsidiary, of [ insert a description of substantial non-cash asset ] for a consideration of £[ insert figure ] from [ insert name of the director of the Company or the person connected with such a director ], being [ a director of the Company OR a person connected with a director of the Company ], in accordance with section 190 of...

ORDINARY RESOLUTION That, pursuant to section 190 of the Companies Act 2006, approval is hereby granted for the acquisition by [insert name of the director of the Company or the director of the Company’s holding company or the person connected with such a director], [a director of the Company OR a director of the Company’s holding company OR a person connected with a director of the Company OR a person connected with a director of the Company’s holding company], of [insert a description of substantial non-cash asset] from the Company for a consideration of £[insert figure]. OR That, in accordance with section 190 of the Companies Act 2006, approval is hereby granted for the Company to acquire [insert a description of substantial non-cash asset] from [insert name of the director of the Company or the director of the Company’s holding company or the person connected with such a director], [a director of the Company OR a director of the Company’s holding company OR a person connected...