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United Kingdom
United Kingdom
Key definition
Liabilities definition What does Liabilities mean? In practice, a scheme’s liabilities are what it owes: the future benefit payments (for example, pensions and lump sums) and the scheme’s expenses. They are usually measured as the present value of expected cashflows, determined by an actuary using assumptions on discount rate, longevity, inflation and expenses. Comparing liabilities with the market value of assets gives the funding level: a deficit arises where liabilities exceed assets; a surplus where assets exceed liabilities. “Liabilities” is a descriptive term used across legal, actuarial and accounting contexts rather than a single statutory definition. However, valuation bases are prescribed for particular purposes. In...
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UK company disposals, group reorganisations and migrations: secondary tax liabilities and recovery across CT, CGT, SDLT/LBTT/LTT, VAT, IR35, PPT, CFCs and Pillar Two
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Practice notes
Secondary Liabilities
UK tax legislation includes a range of Rules under which one individual can be held accountable for another’s tax debt; these are referred to as secondary liabilities. This Practice Note concentrates primarily on secondary tax liabilities that may arise on the sale of a company, with implications for both parties to the transaction. For instance, the target could become secondarily liable due to a default elsewhere within the seller’s group. A buyer will be reluctant to shoulder that expense and will therefore seek protection by pursuing a claim under the Tax covenant or warranties to safeguard its position.
The target might also incur primary liabilities that crystallise after it joins the buyer’s group but which relate back to periods when it belonged to the seller’s group. In such cases, members of the seller’s group may themselves face secondary tax liabilities. The seller will seek suitable protection where the primary liability has arisen because of a default or other event within the buyer’s control. For example:
- the buyer may implement radical alterations to the target company’s business (see Change in Ownership rules below)—potentially triggering a secondary liability...
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Web page updated on 21/05/2026
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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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