Legal Practice Notes

FORTHCOMING CHANGE relating to a new SDRT exemption: As set out at Budget 2025, Finance Bill 2026 will create a new relief from the principal (but not the higher rate) SDRT charge, known as the UK listing relief. It will apply to contracts to transfer any chargeable securities in a company during the three years following the company’s initial admission of its shares (or depositary interests in shares) to trading on a UK regulated market, provided that first UK listing takes place on or after 27 November 2025. For further detail, see Practice Note: UK listing relief from principal charge to SDRT and News Analyses: Finance Bill 2026— UK listing relief— Stamp duty reserve tax holiday for new listings and Budget 2025— Tax analysis— Stamp and transfer taxes. FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares...

Stamp Duty Land Tax ( SDLT) is payable on chargeable land transactions, namely the acquisition of a chargeable interest. For additional guidance on how SDLT works in practice and its basic principles, see Practice Note: Land transactions, chargeable interests and chargeable transactions. In Scotland, with effect from 1 April 2015, SDLT was replaced by Land and Buildings Transaction Tax ( LBTT). See Practice Note: Scotland: Land and buildings transaction tax ( LBTT)—the basics. In Wales, with effect from 1 April 2018, Land Transaction Tax ( LTT) superseded SDLT. See Practice Note: Wales: Land transaction tax ( LTT)—the basics. Accordingly, references in this Practice Note to land, property, or similar terminology in the context of SDLT should be read and understood as excluding any interest in or over land located in Scotland (from 1 April 2015) and Wales (from 1 April 2018). The first...

Civil justice reform See our Practice Note, Civil justice reform in Scotland—virtual hearings and electronic submission of documents, for guidance on the current rules and practice in the Scottish civil courts concerning virtual hearings and the electronic signing, transmission and lodging of documents. This Practice Note also explains special procedures in civil appeals in the Scottish Sheriff Appeal Court, including devolution matters, human rights interventions, taking proof or further proof, and remitting the appeal to the Court of Session. For guidance on other aspects of civil appeals to and within the Scottish Sheriff Appeal Court, see these Practice Notes: Introduction to the Scottish Sheriff Appeal Court — which considers the Sheriff Appeal Court’s jurisdiction, the types of cases it can hear, and whether permission to appeal is required Starting an appeal in the Scottish Sheriff Appeal Court — which provides guidance on...

This Practice Note examines how service charges are typically imposed on occupiers of multi-let buildings by commercial landlords in Scotland. It does not address disagreements about service charges or common parts; for that, see Practice Note: Service charge disputes relating to commercial property— Scotland. Service charge A service charge is a sum a tenant may have to pay under a commercial lease in exchange for the landlord undertaking works to shared areas of the property and, in some instances, supplying services. The lease must expressly provide for any service charge. It should also explain the basis for calculating each tenant’s contribution within the building and the timing of payments. There are several ways to divide service charge liabilities between tenants, with the most suitable approach depending on the circumstances. Common methods include: Floor area—the method most frequently adopted Fixed percentage Rateable...

What is a Bankruptcy Restriction Order? When a person is made bankrupt (sequestrated), they are bound by restrictions under the Bankruptcy ( Scotland) Act 2016 ( Ba( S) A 2016) and other related legislation. Ordinarily, twelve months from the start of sequestration, the debtor is discharged and the limitations that apply to undischarged bankrupts no longer apply. A Bankruptcy Restriction Order ( BRO) can be imposed on a debtor following an application to the Accountant in Bankruptcy ( Ai B) (see Practice Note: Scotland: the Accountant in Bankruptcy) or to the Sheriff, and it maintains restrictions after discharge from sequestration. For commonly used Scottish insolvency terminology, see Practice Note: Glossary of Scottish insolvency words and expressions. Effects of a BRO A BRO places ongoing restrictions on the debtor for the period stipulated in the order. The Ba( S) A 2016 does not provide a...

FORTHCOMING CHANGE : On 30 January 2024, the Trusts and Succession ( Scotland) Act 2024 obtained Royal Assent, representing the first significant review of trusts law in Scotland in more than a century since the principal Trusts ( Scotland) Act 1921. Provisions concerning trusts will commence only when Scottish Ministers introduce the necessary secondary legislation, whereas certain succession provisions came into force on 30 April 2024. The main reforms aimed at modernising the law are outlined in News Analysis: Trusts and Succession ( Scotland) Bill passed. Practice Notes covering aspects of Scottish trusts and succession law will be further updated to align with this new legislation. At the outset, note that powers authorise trustees to act and advance the trust purposes, while duties oblige trustees to discharge an obligation. Source of trustees’ powers Trustees derive their authority from both the prevailing law and the relevant deed of...

Introduction In practice, the expression ‘set off’ in Scotland is used as a catch‑all for mechanisms that permit a debtor to resist, in whole or in part, a payment claim by relying on obligations due to them from the creditor. The debtor may invoke three principles to their advantage: compensation retention balancing of accounts in bankruptcy Compensation Compensation denotes the rule that where each party owes the other liquid sums, the larger debt operates to extinguish the smaller, leaving the surplus payable to the holder of the larger claim. The rule is set out in the Compensation Act 1592. The Act excludes illiquid debts and contingent claims, and confines set‑off to debts that are (a) liquid, (b) immediately verifiable by writ or by oath, and (c) pleaded before judgement is pronounced. As a result, concursus debiti et crediti is required: the parties must act in the same...

STOP PRESS : The Energy Performance of Buildings ( Scotland) Regulations 2025, SSI 2025/417 ( EPC Regs 2025) supersede and replace the Energy Performance of Buildings ( Scotland) Regulations 2008, SSI 2008/309 ( EPC Regs 2008), renewing Scotland’s energy performance regime for every building. Under EPC Regs 2025, regulations 11 and 12 take effect from 1 January 2026 to permit the approval of organisations and accreditation schemes, with the balance of provisions commencing on 31 October 2026. Owners of non-domestic properties must present valid Energy Performance Certificates ( EPCs) and Property Reports on sale or letting, and include EPC ratings in adverts. Developers must provide EPCs and reports to owners within seven days of completion. EPCs must be displayed in qualifying public buildings. A new national energy performance register, updated assessment methods, and local authority enforcement powers (including penalties up to £1,000) will be introduced to improve...

Introduction and background The Bankruptcy ( Scotland) Act 1985 ( B( S) A 1985) took effect in 1986 and laid out, in detail, the processes for managing sequestration ( Scottish bankruptcy). When the Insolvency ( Scotland) Rules 1986, SI 1986/1915, were issued shortly afterwards for corporate insolvency in Scotland, they drew upon the newly enacted B( S) A 1985 provisions and tailored them for liquidation, particularly for adjudication of claims, accounting periods, and approval of the liquidator’s remuneration. Accordingly, the 1986 liquidation rules directed readers to the relevant parts of B( S) A 1985, with instructions to read ‘liquidation’ for ‘sequestration’ and ‘liquidator’ for ‘trustee’. With the advent of the ‘new’ administration regime in 2003 under the Enterprise Act 2002, the administration rules covering adjudication of claims, accounting periods and approval of the administrator’s remuneration simply...

For guidance on how Brexit affects Scottish procedure, refer to Practice Note: Table showing impact of Brexit on jurisdiction to commence insolvency/restructuring proceedings and obtain recognition in other EU Member States... The Insolvency ( Scotland) ( Company Voluntary Arrangements and Administration) Rules 2018, SI 2018/1082, alongside the Insolvency ( Scotland) ( Receivership and Winding up) Rules 2018 ( ISRWUP Rules 2018), SSI 2018/347, came into effect on 6 April 2019. This Practice Note is drafted by reference to those provisions (with the ISRWUP Rules 2018, SSI 2018/347 being the ones particularly pertinent here). It does not consider transitional provisions, on the basis that only a small number of cases are expected to remain where such measures would still apply... As in England, the appointment of a provisional liquidator is regulated by section 135 of the Insolvency Act 1986 ( IA 1986) and is pursued while the court...

This Practice Note addresses insolvent partnerships and limited partnerships in Scotland, by which is meant—for the purposes of this Practice Note— Scottish Partnerships comprising: ordinary partnerships with their main place of business in Scotland; and limited partnerships entered on the Companies House register in Scotland as a Scottish LP ( SLP). This Practice Note does not extend to limited liability partnerships ( LLPs) registered in Scotland, which are dealt with in the same manner as companies for corporate insolvency purposes. However, insolvencies of Scottish LLPs continue to be governed by the Insolvency ( Scotland) Rules 1986, SI 1986/1915. Consequently, the relevant 1986 prescribed forms still apply when handling Scottish LLPs, rather than prescribed content under the applicable 2018 Scottish rules used for corporate insolvencies (for more information, see Practice Notes on Scottish compulsory liquidation: Scotland: compulsory liquidation, Scottish creditors' voluntary...

The Corporate Insolvency and Governance Act 2020 ( CIGA 2020), effective from 26 June 2020, removes the small-company moratorium under Schedule A1 to the Insolvency Act 1986 ( IA 1986), replacing it with a new standalone moratorium. For more detail, see Practice Note: Corporate Insolvency and Governance Act 2020—moratorium and News Analysis: Corporate Insolvency and Governance Act 2020—company moratorium ( Scotland). The Insolvency ( Scotland) ( Company Voluntary Arrangement and Administration) Rules 2018 ( ISCVAAR 2018), SI 2018/1082, were laid before the UK Parliament on 15 October 2018 and came into force on 6 April 2019. The Insolvency ( Scotland) ( Receivership and Winding Up) Rules 2018 ( ISRWR 2018), SSI 2018/347, were laid before the Scottish Parliament on 14 November 2018 and likewise commenced on 6 April 2019. The existence of two rule sets reflects the devolved settlement and the...

This Practice Note outlines two of Scotland’s existing community rights to buy: the community right to buy land under Part 2 of the Land Reform ( Scotland) Act 2003 ( LR( S) A 2003) asset transfer requests under the Community Empowerment ( Scotland) Act 2015 ( CE( S) A 2015) The Scottish Government is conducting a comprehensive review of the various community rights to buy, aiming to propose improvements—whether legislative or procedural—to the current Community Right to Buy processes, supporting growth in community ownership. The suggested timetable for the review is: phase 1—initial gathering of evidence and opinions—was completed in Autumn 2024 phase 2—assessment and development of proposals—was completed in Spring 2025 phase 3—formal consultation—to be completed Autumn 2025 phase 4—development of proposals—was completed December 2025, with a view to any required legislation being ready to be...

This Practice Note reviews the aim and makeup of the schedule of services that is commonly attached to a consultant's appointment for a construction project. It considers how such schedules should be drafted and compares them with those found in industry-standard form appointments. A consultant's appointment principally records the scope of what the consultant is retained to deliver, the manner in which that work must be undertaken, and the basis on which payment will be made. Although the clauses in the main body of the appointment are significant, as they set out the parties' respective rights and duties, of equal significance is a precise, itemised account of the services or functions the consultant is to perform throughout the life of the appointment. Role of the schedule of services At the outset of a scheme, the employer must decide the...

This Practice Note addresses the 2023 Rules for Expedited Arbitrations of the Stockholm Chamber of Commerce ( SCC) Arbitration Institute (the 2023 SCC Expedited Rules). The 2023 SCC Expedited Rules govern relevant arbitrations begun on or after 1 January 2023, unless the parties have agreed to the contrary. They are designed for straightforward disputes or those with comparatively modest amounts in issue. They are available for both domestic and international cases. The procedure The provisions for an expedited arbitration largely mirror the ordinary 2023 SCC Rules. However, there are notable distinctions, including: When starting an arbitration under the 2023 SCC Expedited Rules, the claimant must lodge a complete Statement of Claim, rather than merely a brief Request for Arbitration (a key hallmark of the 2023 SCC Expedited Rules) As under the 2017 SCC Expedited Rules, the expedited regime provides only for a sole...

This Practice Note addresses the following areas: headline conditions for save as you earn ( SAYE) arrangements and option grants the legal framework setting the requirements for SAYE options what the exercise price must be how market value is established effect of changes to share capital specifics of share restrictions limits on the transfer of an SAYE option situations where an SAYE option must be exercisable exercise after the bonus date when must the option be exercisable prior to the bonus date? timing for exercise further occasions when an SAYE option may be...

A limited company is permitted to hold, or to transact in, its own shares, provided the conditions in the Companies Act 2006 ( CA 2006) are satisfied. Such shares are kept in treasury and are known as the company’s treasury shares. For guidance on how, and why, a company might repurchase its shares to be held in treasury, see Practice Note: Buying back shares into treasury. The rules governing treasury shares are contained in CA 2006, ss 724–732. Breaching any of these provisions (other than CA 2006, s 730—see Practice Note: Cancellation of treasury shares) constitutes an offence by the company and every officer of the company who is in default. A person found guilty of that offence is, on conviction, liable to a fine. Dealing with treasury shares A company may simply retain its treasury shares (see Practice Note: Holding treasury...

This Practice Note examines how sale and leaseback arrangements are structured, the reasons for adopting them, and the principal points to negotiate in the leaseback documentation... What is a sale and leaseback? A sale and leaseback enables a real estate owner to release capital whilst retaining occupation and use of the property. the disposal by a business of part or all of its property interests in exchange for a cash lump sum; and the concurrent grant back to that business of leases of those properties it still needs to run its operations Sale and leaseback is also commonly used to place property into a self‑invested personal pension or a small self‑administered scheme, which falls outside the scope of this note. See Practice Note: Buying property from a SIPP or SSAS. Certain Islamic finance structures operate in a closely comparable manner to sale and...

Practice Note This Practice Note assists with identifying the applicable law for harmful events occurring on or after 1 January 2009. It outlines the special rules for particular heads of claim under Regulation ( EC) 864/2007 on the law governing non-contractual obligations ( Rome II). These include product liability, unfair competition and restraints on free competition, environmental harm, intellectual property ( IP) rights, industrial action, unjust enrichment, negotiorum gestio (agency without authority), culpa in contrahendo (fault in forming a contract), and insurance. See also the Practice Notes: Rome II—scope, exclusions and general provisions, and Rome II—the general rule and its displacement. For UK application, consult Determining applicable law in non-contractual disputes—overview. Aids to interpretation judgments of the Court of Justice recitals at the start of Regulation ( EC) 864/2007 ( Rome II), offering explanations and additional information such as definitions; where uncertain, the relevant Article...

Practice Note Use this Practice Note to identify the governing law before the courts of England and Wales for harmful events that took place between 11 January 2009 and 31 December 2020. Where incidents happened outside those dates, the UK courts will apply an alternative choice-of-law regime, and the regime engaged turns solely on the date of the occurrence. If the date falls outside that span, a different regime applies, selected by reference to timing of the event. For direction on those regimes and how they interrelate, see Practice Note: Applicable law regimes. It summarises the special rules governing particular heads of claim under Regulation ( EC) 864/2007 on the law applicable to non-contractual obligations ( Rome II). The topics include product liability, unfair competition and restraints on free competition, environmental harm, intellectual property ( IP) rights, industrial action, unjust...