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Introduction to statutory interpretation The aim of statutory interpretation is to determine the legal meaning of a statute, that is, the sense that expresses the legislator’s intention. The clearest guide to that intention is the statutory wording itself, read in its context and with its overall purpose in mind, and its broader legislative setting. Courts should seek to fulfil the purpose of legislation by construing its language, so far as they can, in the manner that most effectively serves that purpose. Put differently, the courts’ default method is purposive, and every enactment is to be construed with that end in view. There is a starting presumption that the grammatical and ordinary sense of an enactment reflects the meaning intended by the legislator. Where an enactment reasonably bears only a single meaning, and no other interpretative tools or
This Practice Note addresses identifying a fiduciary, fiduciary duties and obligations, the no conflict rule, the no profit rule, a fiduciary's duty of confidence, and the remedies available for breach of fiduciary duty. Who is a fiduciary? There is no definitive catalogue of relationships that give rise to fiduciary obligations at common law in every situation universally. Certain relationships are inherently fiduciary, eg trustee and beneficiary, solicitor and client, principal and agent, business partner and co-partners, together with mortgagor and mortgagee. The obligations of some fiduciaries have been set out in statute; for instance, trustees owe a statutory duty of skill and care under section 1 of the Trustee Act 2000 (TrA 2000), and directors' relationships with their companies are addressed in the Companies Act 2006 too. For guidance on directors' fiduciary duties, see Practice Note: of directors for further detailed
Definition of ADR Alternative dispute resolution (ADR) is defined in the CPR Glossary as a collective label for methods of settling disputes other than through the usual trial process. Some courts adopt the term ‘negotiated dispute resolution’ (NDR) to describe resolution by alternative means; for ease, this Practice Note uses ADR. For guidance on how ADR is addressed in the various court guides, see Practice Note: ADR and NDR in the court guides. In essence, ADR is a means of resolving a dispute outside the court system. It typically involves a neutral third party who either helps the parties reach a negotiated outcome, or issues a determination of the dispute that is legally binding. A binding result can follow where the agreement to refer the dispute to ADR so provides. There are multiple forms of ADR processes. For an outline of the different types and their
In brief The British constitution is uncodified, meaning it does not spring from a single constitutional document or code. It draws on a wide range of written and unwritten sources. Alongside the principal written sources of law in England and Wales—legislation (which has also introduced international and human rights principles into our constitution) and the common law—the constitution also rests on two further unwritten bases within this system: the prerogative, and non-legal constitutional conventions. In addition, on one view the basic or prevailing principle of our constitution, Parliamentary sovereignty, is ultimately grounded in political fact rather than in law. Legislation Legislation is the foremost source of constitutional law. Acts of Parliament may set out detailed constitutional rules, or even pass authority to create them to ministers or to others. Under the doctrine of Parliamentary sovereignty, legislation is traditionally regarded as taking precedence over any other form or kind of
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Practice Note This Practice Note is intended for use when determining applicable law where a contract was concluded on or after 1 January 2021. For contracts entered into on other dates, the UK courts will apply a different applicable law regime. Which regime applies depends on the date the contract was made. For guidance on the various regimes and how they interrelate, see Practice Note: Applicable law regimes. This Practice Note concerns UK Rome I, Regulation ( EC) 593/2008. That regulation is applied when identifying the applicable law in cases where the contract was entered into on or after 1 January 2021. Formerly called Retained Rome I, from 1 January 2024 it is known as Assimilated Rome I—the alteration is in name only, not in the provisions of the regulation. Authorities may refer to the regulation by either title and, for ease of...
This Practice Note This Practice Note is to be used when identifying the governing law where a contract was concluded on or after 1 January 2021. For agreements made before 1 January 2021, the UK courts will apply a different governing law framework. Which framework applies turns on the date the contract was formed in each case. For help on the distinct frameworks and how they relate, see Practice Note: Applicable law regimes. This Practice Note cites UK Rome I, Regulation ( EC) 593/2008. That regulation is used to determine the governing law in matters where the relevant contract was concluded on or after 1 January 2021. Formerly termed Retained Rome I, from 1 January 2024 it has been styled Assimilated Rome I—the alteration is in name alone and not in the substance of the regulation. Authorities may describe the regulation using either label and...
ARCHIVED : This Practice Note is archived and no longer updated. It is intended to assist with identifying the applicable law where a contract was concluded on or after 1 January 2021. For agreements made before 1 January 2021, the UK courts will apply a different applicable law regime. The regime engaged depends on the date the contract was made. For guidance on the respective regimes and how they interrelate, see Practice Note: Applicable law regimes. This Practice Note cites UK Rome I, Regulation ( EC) 593/2008. Formerly called Retained Rome I, from 1 January 2024 it is styled Assimilated Rome I—the amendment is in title only and does not alter the regulation’s provisions. Authorities may use either designation and, for convenience, this Practice Note uses UK Rome I. For more on assimilated law, see Practice Note: Assimilated law. This Practice Note addresses consumer...
Roll-over relief for capital assets This Practice Note explains roll-over relief for capital assets, a postponement of capital gains tax, or corporation tax on chargeable gains, available on certain disposals of business assets when the sale proceeds are reinvested into other business assets. When a business sells plant and machinery to obtain more modern equipment, or disposes of land and buildings in order to move to alternative premises, it may crystallise a chargeable capital gain (see Practice Note: What is a capital gain?). If traders in these circumstances faced an immediate tax liability, that could deter businesses from modernising, expanding or relocating. Hence the availability of roll-over relief for business assets. The underlying principle of the relief is that capital gains arising on business assets can remain untaxed so long as those gains are reinvested in other assets used within the...
NOTE : This Practice Note relates to UK Rome II. The regulation applies when identifying the law governing cases where the harmful event amounting to a tort occurred on or after 1 January 2021. Formerly called Retained Rome II, from 1 January 2024 it has been retitled Assimilated Rome II—the alteration is in name alone; the regulation’s provisions are unchanged. Authorities may use either designation and, for convenience, this Practice Note refers to it as UK Rome II. For further detail on assimilated law, see Practice Note: Assimilated law. This Practice Note outlines the legal framework and the procedure by which a victim brings a claim following a road traffic accident that happens in the UK but is caused by the driver of a foreign-registered vehicle. It is highly probable that insurance cover for that vehicle will have been provided by a foreign...
UKCG Code, UK Listing Rules and DTRs The UKCG Code applies to companies that hold a listing of equity shares in the equity shares (commercial companies) category, whether incorporated in the UK or elsewhere, and it sets out provisions on the establishment of committees of the board. It requires the creation of an audit committee, and it also envisages that, in particular circumstances, companies with a listing of equity shares in the equity shares (commercial companies) category may wish to establish a separate risk committee. For further guidance on audit committees, see Practice Note: The audit committee. Under the Financial Conduct Authority ( FCA) UK Listing Rules ( UKLR), all companies with a listing of equity shares in the equity shares (commercial companies) category are required either to comply with the provisions of the UKCG Code or to explain to...
STOP PRESS Major changes to the UK prospectus framework took effect on 19 January 2026 throughout the United Kingdom. The latest rules for public offers of securities and for admissions to trading in the UK are chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105, (the POATRs) and in the FCA sourcebook titled The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked. The reforms aim to streamline capital raising and materially cut the instances when a company must produce an FCA-approved prospectus for a subsequent share issue. For comprehensive details of the amendments, see Practice Note: UK prospectus regime reform. This Practice Note describes the prospectus regime that applied before 19 January 2026......
This Practice Note explains how an individual may secure an unconditional right to work in the UK through settled status (indefinite leave to remain, permanent residence, settlement) or by becoming a British citizen. It outlines which groups may apply for settled status, notes proposals for change, and describes how British citizenship can be obtained. Settled status Anyone with settled status in the UK is permitted to work here. The terms ‘settled status’, ‘indefinite leave to remain’, ‘permanent residence’ and ‘settlement’ are interchangeable. Family members can join someone who holds settled status and, after 12 months, may apply for British citizenship. There is a broad range of categories that can qualify to apply for settled status, including individuals who have completed sufficient continuous compliant employment in the UK under various schemes, such as: skilled workers ...
This Practice Note offers a concise overview of the retail trading environment and signposts principal legal and practical challenges for office-holders appointed to a retail business. It also explores factors relevant to different restructuring routes, including ‘light touch’ administrations, company voluntary arrangements, and restructuring plans under Part 26A of the Companies Act 2006. For present purposes, it is assumed that any substantial retail insolvency will proceed by way of administration. By contrast, liquidation typically entails a close down with little or no ongoing trade, though several points below still apply and should be weighed when shaping appropriate strategies. Overview of the retail insolvency landscape Analysis of Companies House accounts undertaken by FRP in December 2024 identified more than 13,000 UK retail companies exhibiting signs of financial distress. This mirrors a prolonged spell of difficult operating conditions for retailers, intensified by—but...
Restructuring & Insolvency—new starter guide Welcome to the world of restructuring & insolvency Restructuring & insolvency spans a range of procedures and tools created to meet distinct aims, from reviving a struggling business, to securing the optimal return for creditors, to enabling individuals to draw a line under their debts. Multiple stakeholders feature in these matters, such as: the financially distressed company or individual the lender aiming to recover funds the insolvency practitioner ( IP) overseeing the process and the advisers engaged by each party This guide offers a primer on the various restructuring and insolvency routes and directs you to the relevant materials where you can explore further. It also includes links to help you get the most from our restructuring and insolvency resources, including how to subscribe to daily or weekly email alerts. The Insolvency Act 1986 and Insolvency ( England and Wales) Rules...
This Practice Note summarises the principal factors and illustrative calculations for deciding whether to elect under section 425 or section 431 of the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003), or to make no election, on acquiring restricted securities. For further background, see the following Practice Notes: What are restricted securities? Restricted securities—tax treatment and joint elections Guidance on making a valid restricted security election The question of whether a section 425 or section 431 election (or no election) should be made is examined using the example set out below. Factual background An incoming director of a private company pays £100 to subscribe for 100 shares in the company at par, provided as a ‘golden hello’. If, within five years of acquisition, the director does not meet specified performance conditions, resigns voluntarily, or is dismissed...
STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime Finance Act 2025 ( FA 2025), which received Royal Assent on 20 March 2025, enacts the abolition of the remittance basis of taxation, replacing it with a residence-based system from 6 April 2025. FA 2025 also substitutes domicile as the principal test for exposure to inheritance tax. Further measures include revisions to the rules on excluded property status, removal of the protected settlements status for offshore trusts, and updates to overseas workday relief. For details on these reforms, see Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based regime for IHT from 2025–26. See also: Finance Bill Tracking Service: Key dates ( Finance Bill 2025) and Finance Act 2025. Register of overseas entities A non- UK company that owns, or plans to acquire, legal title to an...
Numerous UK taxes must be weighed when an individual intends to purchase a residential property. People also often weigh up whether holding that property through a structure or entity would be preferable to owning it personally. Beyond other considerations, such as the desire for flexibility or privacy, the divergent tax consequences are frequently the main influence. The purpose of this Practice Note is to summarise the UK taxes that should be reviewed within any assessment and to signpost fuller material on each tax. It concentrates on homes held by or for an individual for private use or as an investment, and excludes property trading... Practice Note: Dealing in property or property investment? This highlights the main points for distinguishing between trading and investment activity in a property context. This Practice Note is strictly confined to individuals who are UK resident and UK domiciled for tax...
STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime Finance Act 2025 ( FA 2025), which received Royal Assent on 20 March 2025, brings in legislation to end the remittance basis of taxation and introduce a residence-based approach from 6 April 2025. It also makes residence, rather than domicile, the principal test for inheritance tax exposure. Additional reforms include updates to the rules on excluded property status, the removal of protected settlements status for offshore trusts, and revisions to overseas workday relief. For further detail, see Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based regime for IHT from 2025–26. See also: Finance Bill Tracking Service: Key dates ( Finance Bill 2025) and Finance Act 2025. Who is an ‘offshore client’? This Practice Note examines typical ownership arrangements for UK residential property for offshore clients...
ARCHIVED This archived Practice note outlines why non-domiciled individuals (non-doms) relying on the remittance basis of taxation should correctly establish segregated foreign bank accounts, and identifies accounts that may prove helpful. Suggested arrangements include: a pre-entry account separate accounts for capital gains and for capital losses dedicated interest accounts an account for income that has borne foreign tax an account for income or gains that have been nominated The use of segregated (separate) foreign (overseas/non- UK) accounts is advised so that clean capital can be remitted free of UK tax. Abolition of the UK’s existing tax regime for UK resident non- UK domiciled individuals: on 29 July 2024, the UK Chancellor, Rachel Reeves, confirmed that, from 6 April 2025, the government will proceed with abolishing the current non-dom regime and introducing the new four-year FIG (foreign income and gains)...
ARCHIVED This archived Practice note offers a brief overview of how the remittance basis applies to the foreign income and gains of UK resident but non-domiciled remittance basis users. It examines relevant foreign income, deemed income in the form of offshore income gains, and foreign chargeable gains... STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime The Finance Act 2025 ( FA 2025), which received Royal Assent on 20 March 2025, enacts the abolition of the remittance basis of taxation and brings in a residence-based regime from 6 April 2025. FA 2025 also replaces domicile as the key factor in establishing liability to inheritance tax. Additional measures include changes to the rules for excluded property status, the abolition of protected settlements status for offshore trusts, and amendments to overseas workday relief. For further details, see Practice Notes: The abolition of the...
FORTHCOMING CHANGES: At the 26 November 2025 Budget, the government stated it plans to implement small remedial changes to the residence-based tax regime set out in the Finance Act 2025......
Introduction Block exemption rules offer broadly applicable safe harbours for agreements from the UK ban on anti-competitive agreements set out in Chapter I of the Competition Act 1998 (notably section 2), so long as the agreement satisfies the conditions of the relevant block exemption. Each such regime rests on the assumption that any restrictive deal within its ambit meets the four criteria in section 9 of the Competition Act 1998 required to obtain an individual exemption from section 2 (see also, Practice Note: Chapter I prohibition). As a result, a block exemption creates a safe harbour shielding restrictive arrangements from challenge under section 2 of the Competition Act 1998. Before 1 January 2023, research and development ( R& D) agreements were covered by Retained Regulation ( EU) 1217/2010, the Retained Research and Development Block Exemption Regulation ( UK Retained R& D BER), which...
Regulation 3 of the Reporting on Payment Practices Regulations 2017, SI 2017/395 (the Regulations), Under Regulation 3 of the Reporting on Payment Practices Regulations 2017, SI 2017/395 (the Regulations), specified large companies and Limited Liability Partnerships ( LLPs) — described as 'qualifying companies' and 'qualifying LLPs' — must compile and publish details of their payment policies and performance for 'qualifying contracts' twice in each financial year on an official website, and do so within 30 days after the close of every reporting period. These obligations were brought in to address the widely reported issue of smaller, financially fragile suppliers being made to endure lengthy waits for payment for the goods and services they provide. The corresponding regulations for LLPs are available here. The Department for Business and Trade ( DBT) has issued guidance (the Guidance) to help relevant businesses comply with their...
What is the fixed price certificate scheme? Sections 32N–32Z2 of the Electricity Act 1989 establish the closure of the Renewables Obligation ( RO) and the shift to a fixed price certificate scheme ( FPC Scheme). The purpose is to curb exposure to volatile and rising prices for RO certificates ( ROCs) across the RO’s final decade, ending in 2037. For additional background on the RO and its closure, see Practice Notes: Renewables Obligation ( RO) scheme—key features and The Renewables Obligation Closure and Grace Periods: a consolidated summary [ Archived]. The government, in its 2011 energy white paper and subsequent consultations, set out that heightened and more erratic pricing could result because, after the RO closed to new projects in 2017, there is a closed and shrinking pool of capacity as RO‑accredited generators are decommissioned, or until they are no longer entitled to receive...
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When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...
This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...
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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