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United Kingdom
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Unquoted company meaning

What does Unquoted company mean?
In practice, an unquoted company is a company whose shares are not listed on a recognised stock exchange. For specified provisions of the Companies Act 2006, “quoted company” is defined in s 385(2) as one whose equity share capital is included on the UK Official List (under FSMA 2000, Part 6), officially listed in an EEA state, or admitted to dealing on the New York Stock Exchange or Nasdaq. An unquoted company is any company that does not meet that definition for those provisions. Key legal significance: - Not subject to the UK Listing Rules or the FCA’s Disclosure Guidance and Transparency Rules. - Not subject to the enhanced Companies Act reporting and directors’ remuneration disclosure requirements that apply to quoted companies. - Governance and investor protections typically derive from the Companies Acts for private/public companies, the company’s articles and shareholders’ agreements. - Commonly encountered in private M&A, employee share schemes and valuation/tax contexts (for example, reliefs for unquoted shares). Usage is consistent across England & Wales, Scotland and Northern Ireland. In Ireland, the term is descriptive rather than a defined term; legislation more often uses “listed” or “traded” company (Companies Act 2014). In practice it denotes a company whose shares are...
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View the related Checklists about Unquoted company

CHECKLISTS
UK share buy-backs: comparative tax tables on structures, income versus capital treatment, stamp duty and individual/corporate shareholder preferences

Tax consequences of different buyback structures The table below offers a concise overview of the tax outcomes arising from the various forms of share buyback that a UK company may undertake. Throughout, it is assumed that the relevant shareholder is UK resident and that the repurchased shares are held as an investment. For fuller guidance on the tax treatment of share buybacks, see the following Practice Notes: Tax consequences of share buybacks—main rules Tax consequences of share buybacks—calculating the income capital split Tax consequences of share buybacks—unquoted trading companies For a comparative table setting out other ways a company can return value to shareholders, together with the principal UK tax issues for each route, see: Key UK tax considerations for returning value to shareholders—comparative table. Note that tailored provisions apply where the company repurchasing its shares is a qualifying asset holding company. For more on this, refer to Practice Note: Qualifying asset holding companies (QAHCs)—tax treatment...

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View the related Practice Notes about Unquoted company

PRACTICE NOTES
Publication, laying and website disclosure of UK companies' annual accounts and reports: Companies Act 2006, FCA DTR/Listing Rules, UKCG Code and AIM Rules—timing, signatures, penalties, NSM and ESEF

Rules and guidance The principal rules on publishing and laying a company’s annual accounts and reports appear in Part 15 of the Companies Act 2006 (CA 2006). For these purposes, a company’s annual accounts and reports comprise: the annual accounts the directors' report the strategic report (unless the company is not obliged to prepare one) the directors' remuneration report, which may include a directors’ remuneration policy, and any separate corporate governance statement not included in the directors' report (for a quoted company) the auditor’s report on the accounts, the directors’ report, the strategic report, the auditable part of any directors’ remuneration report and any separate corporate governance statement (unless the company qualifies for audit exemption) Certain statutory requirements governing publication and laying differ according to whether the company is public or private, and whether it is quoted or unquoted. Quoted companies cover UK companies with shares listed in the UK or in another EEA state; AIM companies do...

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PRACTICE NOTES
Auditor ceasing to hold office: UK notification duties to audit and accounting authorities, timelines, exemptions and offences (public interest and non-public interest companies)

Background There are statutory provisions on the notices and statements that must be given on an auditor ceasing to hold office. Section 18 and Schedule 5 of the Deregulation Act 2015 (DA 2015), which came into force on 1 October 2015, introduced a number of changes in relation to auditors, which include the statutory provisions dealing with the notices and statements required on an auditor ceasing to hold office. The amendments have effect in relation to financial years beginning on or after 1 October 2015. For the purpose of the notices and statements required on an auditor ceasing to hold office, DA 2015 amended the Companies Act 2006 (CA 2006) to make a distinction between public interest companies and non-public interest companies (each being treated slightly differently), rather than the distinction between quoted companies and unquoted companies (again, each being treated slightly differently) which applied before DA 2015 amended the CA 2006...

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PRACTICE NOTES
UK CSOP share valuations: HMRC requirements on exercise price, £60,000 individual limit, pre-grant pricing, flotations, adjustments, rollovers and valuation methods (listed, unquoted, AIM, PISCES)

Why do you need to obtain a CSOP valuation? When granting a company share option plan (CSOP) option, you must determine the market value of the underlying shares to ensure that: the exercise price complies with CSOP statutory rules, meaning it is not manifestly below their market value (disregarding any restrictions) at the grant date, or at an earlier point agreed with an HMRC officer—for more detail, see The CSOP exercise price below the CSOP maximum individual limit is not breached, which restricts any person to holding no more than £60,000 of unexercised qualifying CSOP options—for how this is worked out, see The CSOP individual limit below In addition, once a CSOP option has been granted, the shares’ market value may still be relevant where: the exercise price fails to satisfy the above requirements (which may give rise to tax—see Practice Note: CSOP—income tax and NICs treatment of options—Income tax and NICs on the grant of CSOP options) ...

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PRECEDENTS
UK environmental reporting for large unquoted companies: CA 2006 TCFD-aligned and SECR obligations, strategic report and GHG disclosures, with QCA/Wates considerations and practical board guidance

Memorandum prepared by [ Name of Firm ] for the directors of [ insert company name ] (the Company) providing guidance on annual environmental reporting obligations and disclosures 1 Scope This memorandum sets out the principal environmental disclosures the Company must present in its annual report and accounts. It reviews and explains the Companies Act 2006 (CA 2006) obligation to provide climate-related disclosures in line with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), the need to state greenhouse gas (GHG) emissions, energy consumption and actions to improve energy efficiency under the Streamlined Energy and Carbon Reporting (SECR) regime, and other environmental legislation [ , as well as relevant principles and provisions within the QCA Corporate Governance Code (QCA Code) and the Wates Corporate Governance Principles for Large Private Companies (Wates Principles) ]. It also offers practical guidance for companies when assembling their environmental disclosures for reporting purposes. [ As an AIM company, the Company is subject to continuing disclosure obligations under the AIM...

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PRECEDENTS
Deceased shareholder: template letter to company secretary seeking share register confirmation and information for inheritance tax valuation of unquoted shares

FAO: Company Secretary [ enter company name ] [ enter address ] Dear Company Secretary The late [ name of deceased ] Address: [ enter address of deceased ] Shareholding: [ enter the class and number of shares, along with the company name and registration number if known ] We are sorry to advise of the death of the late [ name of deceased ] [ otherwise known as [ enter other name(s) by which the deceased was known ] ], who passed away on the [ enter date of death ]...

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