Transfer payment meaning

This checklist outlines, in brief, the principal tasks and responsibilities that will usually fall to the buyer’s lawyers (and, in some instances, the seller’s lawyers) after completion of a private M&A acquisition where the target is a company incorporated in England & Wales. Once completion has occurred, the SPA should be reviewed carefully so the parties’ lawyers can accurately diarise the agreed matters, especially any deadlines, by reference to the parties’ specific post-completion obligations. As a result, although this checklist points to actions that are commonly required, every deal is different and the list cannot be comprehensive... Issue Guidance Registration of share transfers Buyer’s lawyers: Lodge with the Stamp Office the stock transfer form(s) (or a declaration of trust—see note below) relating to the target’s shares, for adjudication and payment of any stamp duty/transfer taxes (within 30 days of execution) Update the register of members of the target company (and any subsidiaries) Where applicable, update the people with significant control (PSC) register (CA...

How to use this Checklist Use this checklist to identify recurring points when preparing long- or short-form IPR licences in an asset purchase. Read with the Intellectual property licence (asset purchase) precedents (long/short). For assignments, see the corresponding precedents and checklist. For particular rights, consult the copyright, design, patent and trade mark precedents and checklists. See Practice Notes on licensing/sub-licensing IPRs, software licensing, know-how, and IP tax. May inform heads of terms; see Heads of terms—commercial contracts. Checklist for proposed licence of intellectual property rights (asset purchase) (A) Key commercial considerations Parties/relationship: status, authority, beneficiaries/guarantees, arm’s length, contingencies, documents. Timing: start date, term, notice, conditions precedent, early termination and effects. IPRs: types; scope (registered/unregistered, applications, renewals, improvements); exclusions/third-party IPRs; moral rights; ownership; exclusivity; transfer/sub-licensing; territory; use and purpose. Pricing: fees/royalties/expenses; ancillary costs and IPO registrations; VAT/taxes; price changes; invoicing/payment; escrow for critical software; formalities. (B) Other standard legal terms and conditions Liability and termination; warranties/indemnities...

Purpose If you need to acquire assets—particularly high-cost capital equipment—but lack the cash to pay outright, leasing or hire purchase (HP) can provide an alternative to a loan. These options allow payment by instalments over time so future business revenues can fund those instalments. Cars and commercial vehicles Agricultural machinery Plant and machinery Computers Office equipment such as printers/copiers Hotel/restaurant equipment Review checklist—key risks Cost Under a lease or HP arrangement, the lessee/hirer pays a deposit and a series of instalments across an agreed period (usually 24 to 60 months or more). With HP only, there is an option—without any obligation—to buy the asset(s) at the end of the hire term. CHECK: the total payable under the lease or HP agreement does not exceed the interest otherwise payable on a loan for the same period...

This flowchart outlines the interim payment route for the JCT Standard Building Contract 2024 and 2016 (With Quantities, Without Quantities, and With Approximate Quantities). Consult the Practice Note: JCT contracts—price and payment...

This flow diagram explains the final payment process under JCT Design and Build Contract 2016; also see Practice Note: JCT contracts—price and payment...

This diagram sets out how interim payments operate under the JCT Design and Build Contract 2016. See Practice Note: JCT contracts—price and payment...

Harjono and another v HMRC [2024] UKFTT 228 (TC) The taxpayers acquired a property comprising a residential barn conversion with three acres of land. Roughly half of the acreage was a fenced paddock. This paddock bordered the garden and had two gates: one opening from the garden and another giving access to the road. The taxpayers agreed with a friend that she could graze her horse on the paddock for a fixed six-month period in return for a £50 monthly payment. Both parties signed the agreement before completion of the purchase, but it remained undated until after completion, when the taxpayers’ solicitor added the date as the effective date. The taxpayers filed their SDLT return on a mixed-use basis. They maintained that the paddock did not constitute part of the dwelling’s grounds because it was being used for commercial purposes unconnected with the residence, and therefore was not...

Background The narrative in Santander UK Plc v CCP Graduate School Ltd [2025] EWHC 667 (KB) is a textbook example of APP fraud. CCP moved just under £416,000 from its NatWest Bank Plc account to an account at Santander. It asserted that it had fallen prey to an APP fraud, whereby payers are duped into approving transfers to an impostor’s account masquerading as a genuine beneficiary. During September and October 2016, CCP executed 15 transfers from its account to a Santander account in the name of PGW Consultants Ltd, believing PGW to be an authentic recipient. Each payment was sent in line with directions supplied to CCP by the fraudsters. After the monies landed in the Santander account, the fraudsters then swept the funds out. In its defence, Santander explained that, after PGW made a further transfer to an account at Lloyds Bank Plc, Lloyds grew suspicious of possible fraud when that sum was promptly dispersed from the Lloyds account. Lloyds raised its concerns with Santander, and Santander provided...

Niasse v HMRC [2024] UKFTT 179 The taxpayer, Mr N, was a professional footballer with Lokomotiv Moscow who transferred to Everton FC in 2016. To conduct the transfer negotiations, he engaged an agent under a standard representation contract. The taxpayer, the agent and Everton then entered a tripartite contract under which the agent would act for both the taxpayer and the club in the negotiations and would provide further services to the club whilst Mr N was employed by it. That tripartite arrangement specified that the fees payable by Mr N to the agent in respect of the transfer were to be paid by Everton. It was not contested that Everton’s payment of the agent’s fees constituted either employment income or...

A UK-based purchaser of an overseas business should evaluate the following tax considerations: the prospective overseas and UK tax outlays linked to the acquisition tax-efficient ways to repatriate profits from the overseas entity to the UK buyer a tax-efficient exit strategy maximising the tax-efficiency of the target business This Practice Note is written from a UK tax perspective and also flags typical overseas tax points to address, including reporting, filing and compliance obligations. Local advice should be obtained in each jurisdiction in which the target operates. Overseas and UK tax costs associated with the acquisition of an overseas business The common UK and overseas tax costs relevant to acquiring an overseas business are summarised below. Transfer taxes Share acquisitions may attract local transfer or registration taxes, usually calculated as a percentage of the consideration for those shares, together with notary fees...

This Practice Note summarises what the SRA Accounts Rules (Accounts Rules) require in relation to receiving and transferring costs, and mirrors the SRA’s supporting guidance: SRA, Helping you keep accurate client accounting records. Money received or held in respect of unbilled fees or disbursements There is a defined meaning of client money. It includes funds you hold or receive towards your fees and any unpaid disbursements where these are received before you issue a bill for them. The SRA elaborates in separate guidance: ‘client money is money of any currency that is received and held as cash, cheque, draft or electronic transfer by a firm when they are providing legal services’. Examples include amounts for the firm’s fees, and any outstanding expert fees, received before a bill has been sent to the client for those sums. Where money held or received for unpaid disbursements is client money, it follows that money held or received in respect of disbursements already paid is office money. The general...

FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: In 2027, stamp duty and SDRT are set to give way to a unified, self-assessed levy on securities—the securities transfer charge (STC)—to be paid and reported through a new digital portal. In broad terms, the STC’s design will align with the proposals for that tax set out in the 2023 consultation. Finance Bill 2026 (FB 2026) creates a power, commencing on Royal Assent, for secondary legislation that will enable taxpayers to pilot the digital service by self-assessing their stamp taxes on securities obligations and submitting transactions electronically via the service. This will allow reporting and payment to be handled online as part of the modernisation of stamp taxes on shares. For detailed coverage of 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...

This TRUST is dated [ date ] Parties [ name ] of [ address ], represented by [ name ] of [ address ] (the Litigation Friend) [ name ] of [ address ] and [ name ] of [ address ] (the Original Trustees) Background The Trust is named [ insert name ] (the Trust). The Trust is created to accept the compensation payable for a personal injury to [ insert name ] (the Beneficiary), who lacks capacity to manage their property and financial affairs under the Mental Capacity Act 2005. Following the personal injury, legal proceedings [ under Claim Number [ insert number ] ] were commenced and an order for payment of compensation was made on [ date to be completed once order is made ]...

This precedent has been produced on the basis that the drafter is acting for the buyer. The following warranties have been prepared for a transaction where: The Buyer will provide pension benefits through its own arrangement or via an appointed provider; and Employees’ past service benefits will not be transferred to the Buyer’s arrangement. You are strongly advised to involve a pensions specialist at the earliest opportunity. 1 Definitions For the purposes of paragraphs 2 to 7 inclusive: Employee means [ [specify as necessary, either by category or by named individuals ]; Pension Scheme [ s ] mean [ s ] [ [ name(s) of scheme(s) ] OR an arrangement or practice for the payment of, or contribution towards, an annuity, pension, lump sum, gratuity or similar benefit to be given on retirement, long-term ill-health or death, or pursuant to a pension sharing order, in relation to the service or historic service of an Employee or any other person, or...

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This Q&A raises the issue of the extent to which a person who takes an assignment of the reversion to a residential lease is able to recover rent which fell due before the date upon which it takes effect Upon serving the tenant with notice of assignment of the reversion, the assignee’s rights depend on when the residential lease was granted: Leases granted before 1 January 1996: under section 141 of the Law of Property Act 1925, the assignee is entitled to rent falling due in the future. In addition, as established in Re King, the assignee may pursue arrears that accrued before the assignment, and once the transfer takes effect, the outgoing landlord’s ability to recover those sums is lost. Leases granted on or after 1 January 1996: the Landlord and Tenant (Covenants) Act 1995 applies. By virtue of LT(C)A 1995, section 3(3)(b), an assignee of the reversion is entitled to rent which becomes payable after the assignment takes effect. In...