Undertaking (business) 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...

Checklist This Checklist outlines essential compliance steps for law firms undertaking outsourcing, beginning when your firm initially contemplates entering an outsourcing agreement and continuing through to, and encompassing, all the post-agreement audit activities...

This checklist reviews the employment law considerations that arise when carrying out a business reorganisation. It addresses initial planning points, whether a redundancy situation exists, ‘some other substantial reason’ (SOSR), how the employer may resist claims about dismissals, whether collective consultation duties are engaged, changes to contractual terms and conditions, and if a TUPE transfer applies. It proceeds on the basis that there is a restructure but the undertaking continues to operate at the same site and, therefore, no ‘place of work’ redundancy arises. For broader guidance, see Business reorganisations—overview and Practice Note: Implementing a business reorganisation—employment issues. Initial considerations Assess the composition of the project team and safeguard project documentation to: preserve confidentiality and for consultation purposes (eg label all proposals as ‘subject to consultation’). See Practice Note: Implementing a business reorganisation—employment issues: Initial considerations limit circulation, where required, to protect legal advice privilege Consider whether non-disclosure agreements are required and, if so,...

Aim of this flowchart Under section 19 of the Financial Services and Markets Act 2000, anyone who carries on a regulated activity in the UK in the course of business, without an applicable exclusion or exemption, must hold authorisation from the Prudential Regulation Authority (PRA) and/or the Financial Conduct Authority (FCA). This requirement is referred to as the general prohibition. For further detail on the general prohibition and the scope of regulated activities, consult the Practice Notes: The general prohibition and implications of its breach, and What are regulated activities? This flowchart is intended to assist in deciding whether a person is undertaking the regulated activities of effecting and carrying out contracts of insurance as principal, pursuant to article 10(1) and (2) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (SI 2001/544) (RAO). Any references here to PERG are to the FCA’s Perimeter Guidance Manual, which provides regulatory guidance within the FCA Handbook. It serves as a guide to the FCA Handbook...

Background to and scope of this flowchart On 31 October 2004—often called ‘M Day’—providers and brokers involved in regulated mortgage contracts (RMCs) came within the regulatory perimeter. Any individual or firm undertaking a regulated activity in the UK in the course of business, where no relevant exclusion or exemption applies, is required to hold authorisation under the Financial Services and Markets Act 2000 (FSMA 2000)...

In this issue: Directors and insolvency Corporate insolvency processes Insolvency litigation Daily and weekly news alerts Key dates for R&I professionals Directors and insolvency BHS directors liable for trading misfeasance in excess of £110m (Wright v Chappell; Re BHS Group Ltd). Concluding the proceedings against the former BHS leadership, the Court determined the directors were jointly and severally accountable for the uplift in the company’s net deficiency, caused by breaches of duty that kept the business trading. See News Analysis: BHS directors liable for trading misfeasance in the sum of more than £110m (Wright and others v Chappell and others; Re BHS Group Ltd), by Phillip Patterson, barrister, Gatehouse Chambers. Recovery of improper payments and unlawful dividends from directors of insolvent company (Manolete Partners v Mohammed). The court accepted, in relation to a number of payments made by the company, that creditors’ interests were triggered at an early point; the entity’s apparent solvency depended on including...

In this issue: UK private actions UK mergers UK market studies UK competition policy EU mergers EU antitrust Antitrust State aid Daily and weekly news alerts Caselex UK private actions UK private actions CAT refuses Amazon strike-out application in ACSO collective proceedings The CAT has delivered its judgment in Association of Consumer Support Organisations Ltd v (1) Amazon.com, Inc., (2) Amazon Europe Core S.À.R.L., (3) Amazon EU S.À.R.L., (4) Amazon U.K. Services Ltd., and (5) Amazon Payments U.K. Limited, addressing an application by Amazon.com, Inc, Amazon Europe Core SÀRL, Amazon EU SÀRL, Amazon UK Services Ltd, and Amazon Payments UK Limited (together, Amazon) to strike out collective proceedings brought under section 47B of the Competition Act 1998 (CA 1998) by the Association of Consumer Support Organisations Ltd (ACSO). The Tribunal dismissed Amazon’s strike-out application against ACSO’s collective proceedings... Background: On 15 October 2025, CSO applied to the CAT to commence opt-out...

Financial services developments FCA restricts Beauforce Corporation Limited from carrying out regulated activities The Financial Conduct Authority (FCA) has now barred Beauforce Corporation Limited from undertaking all regulated business. As a result, the firm is no longer permitted to deliver authorised debt advice or debt management services to customers. The regulator has further directed the company to repay funds in its bank accounts to its clients. These steps arise from FCA worries about the suitability of the firm’s senior leadership and how it has engaged with the regulator. The FCA also stated it found several issues in Beauforce Corporation Limited’s operations, including: Senior Manager suitability—the senior manager, Mr Duckett, is presently disqualified from involvement in running a company for ten years Failure to disclose information—the firm did not inform the regulator of Mr Duckett’s disqualification and, when requested, failed to provide important information about its debt management activities or client money controls In May 2025, the FCA also served a Decision...

Introduction to Musharaka—a profit and loss sharing instrument of Islamic finance At the heart of Islamic finance lies the maxim ‘no profit without risk’, ie no person should realise a gain unless they bear some degree of risk. This concept is most clearly shown through the application of profit and loss sharing instruments. For further detail on this principle, see Practice Note: Key principles of Islamic finance. This Practice Note examines Musharaka, an Islamic finance technique originally founded on profit and loss sharing and broadly analogous to a conventional partnership arrangement. In straightforward terms, a Musharaka is a partnership customarily entered into by two or more parties, not necessarily for a fixed term, and most commonly for the purpose of undertaking a business venture. In a typical Musharaka, each participant makes a capital contribution to the venture and profits and losses are shared between them. A comparable Islamic finance arrangement premised on the same profit and loss sharing rule is Mudaraba, a special form of partnership in which only...

1. What is the applicable legislation? The primary statute applicable to foreign direct investment (FDI) is the Foreign Business Act B.E. 2542 (A.D. 1999) (the FBA). The FBA regulates business activities undertaken by foreign individuals or entities in Thailand. Under the FBA, a “foreigner” is defined as: an individual who does not hold Thai nationality a juristic person not registered in Thailand a juristic person incorporated in Thailand where foreign ownership represents one-half or more of the total shares and/or registered capital a limited partnership or ordinary registered partnership whose managing shareholder or manager is a foreign national The FBA identifies business activities that foreign persons or entities are restricted from, or barred from, conducting in Thailand. These activities are grouped into three lists under the FBA: List 1: businesses that foreign nationals are completely prohibited from undertaking List 2: businesses that foreign nationals may carry on only with a foreign business licence from the...

The properties held by a company can be obtained by two routes: an acquisition of assets owned by the company (an asset purchase), or an acquisition of the company’s shares (a share purchase) Asset purchase On an asset purchase: the buyer takes the undertaking as a going concern and may select which elements of the business, together with any assets and liabilities, it wishes to take on every property owned, used or occupied by the undertaking must be conveyed, assigned or transferred to the purchaser within the sale documents Properties may be sold outright, or the buyer may be granted a fresh lease. Where a leasehold interest is involved (whether already existing or newly created), particular issues arise. For more information, see Practice Note: Leasehold property issues arising on an asset purchase. The properties will be identified in the sale agreement and it is the property interests themselves that are transferred, rather than the company’s...

1 Definitions and interpretation 1.1 [ Include the following additional definitions in the definitions clause of the Asset purchase agreement (if required) ] Accounts Date • [ specify day and month ] 20[ specify year ]; Business • the undertaking of [ provide a description of the business being acquired ] carried on by the Seller, together with all other activities, including those ancillary, incidental to, or connected with that undertaking, as conducted by the Seller; Buyer • [ provide details ]; Completion • the finalisation of the sale and purchase of the Business through the Parties performing their respective obligations in accordance with clause [ x ]; Completion Date • [ the day on which Completion occurs OR a date no later than the [ third ] Business Day after the date on which the last of the Conditions is satisfied or waived, or the date to which Completion is deferred ] pursuant to clause [ x ]; Data Protection...

1 Management and organisational information security ICO expectation and current status Further details: LexisNexis® Precedents Your business identifies, evaluates and controls information security risks Not yet implemented or planned Partially implemented or planned Successfully implemented Not applicable Before deciding the right level of protection for your organisation, audit the personal data you hold and gauge the threats to it. Review every stage of handling: collection, storage, use, sharing and disposal. Weigh the sensitivity or confidentiality of the data and the potential harm or distress to people, alongside any reputational impact on your business, if a breach occurred. With this understanding, select security controls proportionate to your needs. Embedding data protection by design also means undertaking a data protection impact assessment (DPIA) in defined scenarios to evaluate privacy risks. You must complete a DPIA prior to initiating any processing that is ‘likely to result in a high risk’...

Definitions CA 2006 means the Companies Act 2006; Company means [ insert name of target company ] Limited, incorporated in England and Wales under number [ insert company number ]; Director refers to a director of any Group Company, including a shadow or de facto director; Employee has the meaning in section 230(1) of ERA 1996 as applied to any Group Company; EqA 2010 means the Equality Act 2010; ERA 1996 means the Employment Rights Act 1996; [ Group means the Company and each of the Subsidiaries, and Group Company means any of them; ] [ Subsidiaries means the subsidiaries of the Company; ] [ subsidiary means [ a subsidiary as defined by section 1159 of CA 2006 OR a subsidiary undertaking as defined by section 1162 of CA 2006 ]; ] Contractor denotes any individual working in a Group Company’s business who is neither an Employee nor a Worker; TUPE 2006 means the Transfer of Undertakings...