Legal Practice Notes

This Practice Note offers hands-on guidance on what is required for a company seal. If a company keeps a seal and chooses to use it, practitioners must check it meets the applicable provisions of the Companies Act 2006 ( CA 2006). Do note, not every company holds a seal, and those that do are not required to execute simple documents under seal, where appropriate and necessary. For more detail, see Practice Note: Execution formalities—companies. We have developed a comprehensive, interactive collection to help users pinpoint and navigate key concepts and frequent issues when executing documents, including guidance on using a company seal. It brings together practical guidance, relevant precedent clauses and Q& As for each section or phase, enabling users to work methodically through that stage. For further information, see: Execution collection for...

The concept Historically, under contracted-out salary-related ( COSR) schemes, a deferred member’s guaranteed minimum pension ( GMP) could be uprated with no rise in the overall deferred pension. This was achieved by cutting the element above the GMP so that the total stayed unchanged, in effect using the excess to fund the GMP revaluation. That practice is termed ‘franking’; ‘anti-franking’ describes the statutory bar on it, which requires a floor of benefit—the ‘relevant aggregate’—for members, and for their spouses and civil partners, at GMP age. Consequently, schemes must preserve the pension above GMP and raise the member’s total pension, rather than trimming the excess. At GMP age, schemes must meet the relevant aggregate for members, spouses and civil partners by safeguarding the excess and increasing totals......

Exceptions for age discrimination under the Equality Act 2010 The general non-discrimination rule for occupational pension schemes in section 61 of the Equality Act 2010 ( Eq A 2010) imposes a broad duty that extends to age discrimination just as fully as to any other category of discrimination. Even so, Eq A 2010 authorises specific exceptions, under which certain rules, practices, actions or decisions adopted within occupational pension schemes are treated as not breaching that duty. There is also power to prescribe exceptions for personal pension schemes, provided such exceptions relate solely to contributions. The exceptions themselves are set out in the Equality Act ( Age Exceptions for Pension Schemes) Order 2010, SI 2010/2133 (the Age Exceptions Order), which came into force on 1 October 2010. Since that date, a number of minor amendments have been made, chiefly to reflect the end of...

The framework for execution of documents under Scots law is set out in the Requirements of Writing ( Scotland) Act 1995 ( RW( S) A 1995) and the Legal Writings ( Counterparts and Delivery) ( Scotland) Act 2015 ( LW( CD)( S) A 2015). This Practice Note reviews both the traditional approach to execution and execution by counterpart under Scots law. Contracts or obligations that must be in writing In Scotland, the default position is that a contract, a unilateral obligation, or a trust can be constituted without writing. Writing is, however, necessary for the following exceptions to that rule: contracts, or unilateral undertakings, to create, transfer, vary or extinguish a real right in land (excluding tenancies or rights of occupation for less than a year and private residential tenancies) the creation, transfer, variation or termination of a real right in land an agreement between...

This guide outlines the rules and requirements for the execution of deeds across multiple international jurisdictions. A table offers a quick-reference overview and summary of the execution formalities for companies, individuals and partnerships in a range of countries. Further detail on each overseas jurisdiction listed in the table appears in the sections that follow, including any variations in limitation periods for claims under contracts made as a deed. Each section corresponds to the overseas jurisdictions shown in the table for reference. For the execution of contracts across jurisdictions, see Practice Note: Execution of contracts—jurisdictional guide. For electronic signatures in different jurisdictions, consult Practice Note: E-signatures—jurisdictional guide. For the formation of contracts across jurisdictions, refer to Practice Note: Contract formation—jurisdictional guide. For the execution of documents under Scots law, see Execution— Scotland—overview. Note that this is an introductory resource only; seek local advice from...

Electronic signatures This Practice Note sets out the legal position on electronic signatures—also called digital signatures, e‑signatures, E‑ Signatures, e Signatures, paperless signing or electronic document signing. It explains the categories of electronic signature and the technology used to generate digital signatures, including public key infrastructure ( PKI). It reviews key UK legislation such as the Electronic Communications Act 2000 ( ECA 2000) and the UK e IDAS Regulation, and outlines best practice for executing documents by electronic means. An electronic signature functions as the digital counterpart to a handwritten signature, connecting an individual with the contents of an electronic document. The Note focuses on the general law in England and Wales for commercial contracts in a business‑to‑business context. Readers should be aware that particular transactions may present distinct issues, for example due to laws applicable to consumers. For practical guidance on signing when one or more...

This Practice Note explores the role, function and significance of defined terms within an agreement context. It outlines those definitions most frequently found in documents relating to transactions, and considers the method that ought properly to be adopted when reviewing or preparing a contract that uses defined terminology. For wider guidance on boilerplate clauses generally, see Practice Note: The role of boilerplate. For general guidance on construing contracts, see Practice Note: Contract interpretation—rules of contract interpretation. The definitions and interpretation clause A common boilerplate provision is the definitions and interpretation clause, often treated as a standard component. It should gather every individual defined term contained in the agreement together with all provisions that govern the overall interpretation of the agreement and, where required, the meaning of particular expressions used in it as well. Typically, the defined terms and the...

Benefits of registration Registering a pension scheme delivers valuable tax reliefs and exemptions for the scheme and its members, including: tax relief on member contributions up to specified limits tax relief on employer contributions no income tax arises on earnings where an employer pays contributions to a registered pension scheme for an employee certain lump sums on retirement (eg a pension commencement lump sum) or following a member’s death are not subject to income tax, provided conditions are satisfied most investment income is not liable to income tax gains realised on disposals of scheme investments are exempt from capital gains tax Consequently, the vast majority of pension schemes are registered. Occupational schemes that are not registered are treated, for tax purposes, as Employer Financed Retirement Benefit Schemes (...

This Practice Note cites case law of the Court of Justice of the European Union. For guidance on whether EU judgments are binding on UK courts, see Practice Note: Assimilated law — Assimilated case law. What are bridging pensions? Bridging pensions are a type of pension provided by some, though not all, defined benefit occupational schemes when a member’s scheme pension begins before state pension age ( SPA). As the name implies, they function as a temporary top-up designed to bridge the gap between the point the member’s normal scheme pension is paid and a later date—typically the member’s SPA—when their state pension starts. Unequal SPAs for men and women and bridging pensions—how they interact Until plans were considered by the government to equalise the SPAs for men and women in 1993, men continued to have an SPA of 65 and women 60. Bridging pensions are...

This Practice Note sets out practical guidance on how unincorporated charities execute documents. For details on execution by incorporated charities, refer to Practice Note: Execution formalities—incorporated charities. We offer a comprehensive, interactive collection that helps users identify and navigate the concepts and common issues in document execution, including deeds. Each stage includes practical guidance, precedent clauses and Q& As tailored to that stage. For further detail, see the Execution collection. Capacity Unincorporated charities lack a separate legal personality; consequently, the entity itself has no rights or duties and cannot own property in its own name. Property that appears to ‘belong’ to an unincorporated charity is vested in the organisation’s leading members, who act as trustees and hold it on trust for the remaining members. Accordingly, the individuals with authority to enter into arrangements and to execute documents are the trustees or members of the...

FORTHCOMING CHANGE : On 3 December 2025, Torsten Bell set out plans for legislation permitting the creation of statutory guidance on fiduciary duties. The aim is to give trustees practical certainty about incorporating wider considerations within existing duties, including, in particular, system-level risks such as climate change and the long-term impacts of investments on members’ outcomes. It will further explain how trustees may take account of members’ views and will restate the need to consider all financially material factors, whilst remaining aligned with acting in members’ best interests (see DWP Parliamentary response, 19 January 2026). A consultation on the guidance will take place before it is finalised. THIS PRACTICE NOTE APPLIES TO OCCUPATIONAL PENSION SCHEMES Trustees of an occupational pension scheme are responsible for safeguarding and investing the scheme’s assets so that the benefits the scheme promises can be paid. These...

FORTHCOMING DEVELOPMENT : On 26 March 2026, HM Treasury unveiled the draft Money Laundering and Terrorist Financing ( Amendment) Regulations 2026 (the draft Money Laundering Regulations). The instrument gives effect to the government’s reply to the consultation ‘ Improving the effectiveness of the Money Laundering Regulations’. That response concluded that, although the underlying framework remains fit for purpose, a handful of targeted adjustments would enhance outcomes for regulated businesses and their customers in practice. The proposals concentrate on trust registration measures and a recalibration of enhanced due diligence thresholds. brings certain non‑excluded trusts holding UK land acquired before 6 October 2020 within scope of registration; removes SDRT as a trigger for taxable trust registration; widens information access to include type C trusts; and enlarges the list of excluded trusts. It also revises the enhanced due diligence threshold so it captures...

This practice note applies solely to defined benefit occupational pension schemes Where employers within the same group run more than one defined benefit occupational pension scheme, bringing them together into a single, larger scheme can deliver a range of potential benefits, such as: reductions in administrative cost and time the prospect of greater investment opportunities arising from one larger pension fund simpler lines of communication between employers, trustees and members That said, mergers can also give rise to legal and technical challenges. Nature of merger In general, a merger entails the bulk transfer of assets, liabilities and members from one or more transferring schemes into a receiving scheme. If a merger is undertaken alongside a partial buy-out, under which an insurance company buys out the pension rights of a specified group of members, similar considerations may apply to the combined...

This Practice Note examines the limits of the trustees’ duty not to fetter their discretion. It should be read alongside the Practice Note: Discretionary decisions—what must pension trustees do?, which looks more generally at how trustees should exercise their discretions. What does the duty mean and what are its consequences? A fetter is a curb, a restraint, or a means of keeping someone within bounds. In pensions, the expression is often used for express or statutory limits placed by the setlors/parliament on the use of a power, eg conditions for the valid exercise of a power of amendment. That is not our concern here (for more, see Tolley’s Pensions Law Service, para F1.9). This Practice Note instead addresses fetters arising from trustees’ own acts when wielding their powers. The core principle is that, in exercising a fiduciary power, a trustee must reach a judgment having regard to the...

What is a SSAS? A SSAS is an HMRC-registered pension arrangement designed to deliver defined contribution ( DC) benefits for no more than 11 members, typically within smaller, family-run or closely managed companies. As a result, the membership commonly comprises the company’s proprietors alongside other key or senior staff, and may include their close relatives even where those relatives are not employees. SSASs are usually created by the sponsoring employer as trust-based occupational schemes. Members are required to act as the scheme’s trustees; however, a professional trustee can be appointed to help with administration. If no professional trustee is engaged, the member trustees often retain an actuarial consultancy to advise on running and administering the scheme. Contributions can be paid by members and/or the employer. Because it is a registered pension scheme, contributions qualify for tax relief. For more detail, see Practice Note: Member and...

THIS PRACTICE NOTE APPLIES IN RELATION TO OCCUPATIONAL PENSION SCHEMES The framework set out in sections 67–67I of the Pensions Act 1995 ( PA 1995), often called the ‘subsisting rights provisions’ or simply the ‘section 67 regime’, places statutory limits on what changes can be made to occupational pension schemes. Broadly, section 67 is intended to stop adverse changes to members’ accrued (past service) benefits unless members agree. From 6 April 2006 ( A‑day), section 262 of the Pensions Act 2004 revised the wording of the original section 67 (the ‘old s 67’). Following A‑day, the regime applies to ‘regulated modifications’ (see below), whereas the old s 67 covered any change that ‘would or might affect any entitlement, accrued right […] of any member acquired before’ the modification took effect. The old s 67 regime governed amendments made between 6 April 1997 and 5 April 2006....

What is a section 32 buy-out policy? In pensions, the term ‘section 32 buy-out policy’—also known as a section 32 policy or pension buy-out bond—describes a specific type of buy-out policy named after section 32 of the Finance Act 1981, which has since been repealed. These arrangements were especially common before 1988, that is, before personal pension schemes appeared. As with other buy-outs, a section 32 is a deferred annuity contract. It is purchased from an insurance company and, as the name suggests, is used to buy out a member’s deferred benefit entitlements (including, where applicable, deferred contracted-out benefits) from a pension scheme, so that the benefits are transferred from the scheme to be held under the policy. One-member arrangements Separate from the pension scheme that originally held the member’s entitlements Set up to pay the transferred benefits to, or in respect of, the member at a future...

The need for rectification Errors frequently creep in when preparing pension scheme papers, altering them, or noting the use of trustees’ powers. DIY fixes are typically unavailable, as these errors cannot, in general, be cured after the event via the scheme’s amendment power where that would prejudice accrued entitlements to the amendment date or alter tax treatment. That is so because ss 67–67I of the Pensions Act 1995 ( PA 1995) broadly bar harmful changes to members’ subsisting rights unless the member agrees or an actuary certifies those rights have been preserved. Moreover, a mistaken alteration of a pension scheme’s governing provisions may inadvertently impair members’ subsisting rights, with the result that, without an appropriate remedy, the change would be void or voidable (depending on the nature of the alteration and, given the changes to s 67 over time, when it occurred) for...

NOTE : On 2 December 2024, the Lord Chancellor confirmed a shift in the discount rate to positive 0.5%. That +0.5% rate takes effect from 11 January 2025. The positive discount rate is fixed at 0.5%. Schedule A1 to the Damages Act 1996, inserted pursuant to section 10 of the Civil Liability Act 2018, states that later reviews are to occur within five years of the conclusion of the previous review; accordingly, the next review must commence on or before 2 December 2029. Where is it likely to arise? In cases where the claimant is an employee and brings a claim for future loss of earnings, there will commonly also be a claim for loss of pension. In many instances, such pension loss accompanies the earnings claim. For the reasons outlined below, a claim for pension loss is less likely to be available to a...

Pension loss typically arises only when someone has lost their job, together with the related workplace pension benefits linked to that particular position too......