Legal Practice Notes

Migration Migration describes a company moving its tax residence from one territory to another. There are various motivations for doing so. In the past, certain businesses shifted abroad to reduce exposure to UK tax and to benefit from lower rates elsewhere. Yet reforms enhancing the UK’s standing as a holding company jurisdiction have diminished that incentive. Conversely, commercial circumstances may mean a company is incorporated in the UK but tax resident in a different country, for instance where every director is based in that other country. For a discussion and comparison of the issues in selecting the tax jurisdiction for a corporate group’s holding company, see Practice Note: Holding company jurisdictions—tax considerations. In practice, multiple approaches exist by which a UK tax resident company (or a group) might depart the UK (or reorganise to deliver an equivalent outcome for tax purposes). Such...

This Practice Note sets out and explains the legal provisions in the Companies Act 2006 ( CA 2006), together with other legislation, concerning an auditor’s responsibilities and rights. Additional requirements may govern a company’s audit obligations for a listed company, an AIM company, or a company whose securities are admitted to the AQSE Main Market, AQSE Growth Market or AQSE Trading (previously NEX Exchange Main Board, NEX Exchange Growth Market and NEX Exchange Secondary Market); however, those matters fall beyond the scope of this Practice Note and are not addressed here. An auditor’s duties Duties in relation to preparation of an auditor's report A company’s appointed auditor is engaged to report (the auditor’s report) formally on the company’s annual accounts. That report on the annual accounts must also address information presented in the company’s directors’ report, any strategic report prepared, the auditable portion of the...

This Practice Note uses IA 1986 to refer to the Insolvency Act 1986. Note: it summarises the key points relating to administration from a dispute resolution perspective. Although it addresses companies, an administrator can also be appointed over a partnership or a limited liability partnership. What is administration? Administration is a procedure that gives a financially distressed company breathing space to pursue a rescue or restructure, or to secure a better result for all creditors than liquidation. Designed to be short, it should usually last no longer than a year. An administrator—an insolvency practitioner ( IP) who manages the company’s business and property—must seek to achieve one of three purposes, in order of priority: rescue the company as a going concern achieve a better outcome for the company’s creditors as a whole than if it were wound up, or realise the...

ARCHIVED: This archived Practice Note sets out how the regimes for registering security at Companies House differed before and after 6 April 2013, when the framework changed. It is supplied for background purposes only and is not maintained. For details on registering a company charge at Companies House where the charge arose on or after 6 April 2013, see Practice Note: Registering security at Companies House. Recent changes to the regime for registering company charges at Companies House The approach to registering company charges at Companies House changed on 6 April 2013. Before that date, the rules were contained in Chapters 1 and 2 of Part 25 of the Companies Act 2006 ( CA 2006). The Companies Act 2006 ( Amendment of Part 25) Regulations 2013, SI 2013/600 (the 2013 Regulations) repealed CA 2006, Pt 25, Chs 1 and 2 with effect from 6 April 2013 and...

Under the Companies Act 2006 ( CA 2006), companies must submit a range of filings to the Registrar of Companies at Companies House. Great care should be taken when preparing these submissions to ensure they are prompt, complete and precise, and that they meet the applicable statutory obligations. Submissions must be timely, complete and accurate, and comply with all relevant statutory requirements. Careful preparation supports legal compliance and proper entry of corporate information on the public Register at Companies House in due course. The role and powers of the Registrar of Companies The Registrar keeps the Register of Companies for England and Wales, which is a public record. On incorporation, and throughout a company’s existence, particulars about its directors, people with significant control ( PSCs), registered office address and other essential information about its framework and constitution must be filed at Companies House so it can be...

Members of an LLP are required to file its accounts and reports with Companies House for every financial year, unless the LLP qualifies for the dormant subsidiaries exemption in section 448A of the Companies Act 2006 ( CA 2006). The availability of this dormant subsidiaries exemption for LLPs is the same as for companies and is set out in Practice Note: Dormant companies—accounts and audit— Dormant company exemption from the requirement to file accounts. According to the LLP’s status in the financial year concerned, the form and contents of the accounts and reports submitted will vary. For an overview of the statutory regime for LLP annual accounts and reports, see Practice Note: LLP Accounts and reports—an outline of the statutory framework. Period for filing accounts LLPs must submit their accounts and reports to Companies House within nine months after the end of the relevant...

This brief guide explains the steps available to remove or amend a filing at Companies House, how to put statutory books right, and how to flag suspicious activity relating to a company’s filings. Part 35 of the Companies Act 2006 ( CA 2006) sets out several mechanisms enabling a company to correct or eliminate a filing at Companies House. With suitable adjustments, those mechanisms also apply to LLPs under the Limited Liability Partnerships ( Application of Companies Act 2006) Regulations 2009, SI 2009/1804. The LLP equivalents of the relevant forms are on the Companies House website and use the same identifiers as the company versions but with the prefix ‘ LL’, for example LL RP04. Economic Crime and Corporate Transparency Act 2023—promoting the integrity of the register The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) introduces a range of new measures focused on...

STOP PRESS: On 16 March 2026, Companies House announced that, on Friday 13 March, it was made aware of a security problem which meant a logged-in user of the Web Filing service could, after carrying out a specific set of actions, in sequence, potentially access and change certain elements of another company’s details without their consent. Companies House has confirmed that no existing filed documents, such as accounts or confirmation statements, could have been altered. However, there is a risk that some personal details might have been accessed and that unauthorised filings could have been made. While information is limited at present and still emerging, this could potentially include, for example, a satisfaction of charge filing. Companies House has recommended that companies check their registered details and filing history without delay. Lenders may want borrowers to confirm that this has been done and that...

Company directors are obliged to submit the company’s accounts and reports for every financial year to Companies House, save for specified exemptions applying to some unlimited companies (see: Unlimited Companies) and also to dormant subsidiaries (see Practice Note: Dormant companies—accounts and audit— Dormant company exemption from the requirement to file accounts). Depending on the company’s status in the financial year, the format and substance of the accounts and reports lodged can differ, with specific requirements determining what is prepared and ultimately submitted. For a high-level summary of the Companies Act 2006 ( CA 2006) rules governing annual company accounts and reports, consult Practice Note: Accounts and reports—an outline of the statutory framework. From 1 April 2027, Companies House will bring in major changes to how company accounts are filed. These measures, aligned with the aims of the Economic Crime and Corporate Transparency Act 2023, aim to enhance...

This Practice Note outlines the conditions and process for an unlimited company to be re-registered as a private limited company, in line with Part 7 of the Companies Act 2006 ( CA 2006). It covers re-registration from unlimited to private limited status and what this entails. Why re-register as a limited company? Members of an unlimited company do not enjoy one of the headline advantages of incorporation—limited liability. Although some choose the unlimited form, chiefly to preserve confidentiality and to retain greater freedom over capital maintenance (see Practice Note: Unlimited companies), its use is relatively uncommon because members are exposed to unlimited liability. Keeping financial information private Flexibility in the maintenance of capital Accordingly, an unlimited company may decide to re-register as a limited company to secure limited liability protection for its members. Before doing so, the directors should reflect carefully on the...

The Companies Act 2006 ( CA 2006) Royal Assent for the Companies Act 2006 ( CA 2006) was granted on 8 November 2006. The legislation first appeared as the Company Law Reform Bill, later reintroduced as the Company Law Bill. It emerged from roughly ten years of consideration of company law reform, during which numerous consultations took place and there was substantial debate. For more detail on the background to CA 2006, see Practice Note: Companies Act 2006—history and approach to implementation. The provisions of CA 2006 came into effect gradually over a three-year period, with several staged commencement dates from, and including, 8 November 2006 up to 1 October 2009......

The effect of a scheme of arrangement (scheme) At the sanction hearing, the court may make an order approving a scheme. Under section 899(3) of the Companies Act 2006 ( CA 2006), a compromise or arrangement that the court has sanctioned is binding on: (a) all creditors or any class of creditors, or on the members or any class of members, as the case requires; and (b) the company, or, if the company is in the course of winding up, its liquidator and contributories. That position is, however, qualified by CA 2006, s 899(4), which provides that the court’s order does not take effect until a copy has been delivered to the Registrar of Companies ( Companies House). It follows that the effective date of a scheme is the date on which a copy of the order is filed at Companies House (see Q& A: how to...

This Practice Note forms part of a suite addressing local authority ( LA) companies. It explains the obligations owed by the directors of an LA company both to the company and to the LA, and flags where those twin roles may clash. For further detail on LA companies, see Practice Note: Local authority companies. Directors’ duties under CA 2006 Chapter 2 of Part 10 of the Companies Act 2006 ( CA 2006) places into statute a number of long-established common law and equitable duties of directors. In brief, the seven general duties under CA 2006 are: to act within their powers to promote the success of the company to exercise independent judgement to exercise reasonable care, skill and diligence to avoid conflicts of interest not to accept benefits from third parties to declare an interest in a...

From 30 June 2016, all UK companies and LLPs must submit a confirmation statement rather than an annual return. An annual return was only required where the entity’s made-up date fell on or before 29 June 2016. For details on the confirmation statement, see Practice Note: A company's confirmation statement. A company is under an obligation to lodge an annual return at Companies House that meets the prescribed statutory content requirements set out in Part 24 of the Companies Act 2006 ( CA 2006), as subsequently modified by the Companies Act 2006 ( Annual Return and Service Addresses Regulations) 2008 and the Companies Act 2006 ( Annual Returns) Regulations 2011 ( CA 2006 ( AR) Regs) (together, referred to as the Regulations). The amendments to Part 24 of the CA 2006 brought about by the CA 2006 ( AR) Regs resulted, for a...

ARCHIVED : This archived Practice Note outlined the statutory provisions of the Companies Act 2006 ( CA 2006) that applied in the event of a company failing to re-appoint an auditor in relation to financial years starting before 1 October 2015. Section 18 and Schedule 5 of the Deregulation Act 2015, which took effect on 1 October 2015, introduced several changes concerning auditors, including provisions addressing a company’s failure to re-appoint an auditor. Those provisions apply to financial years commencing on or after 1 October 2015; accordingly, this summary concerns the position before that date. For details of the statutory regime for financial years beginning on or after 1 October 2015, see Practice Note: Failure to re-appoint an auditor. There may be additional rules on the removal and resignation of an auditor that apply to a listed company, an AIM company or a company with...

What is the community right to bid? The community right to bid was brought in by sections 87–108 of the Localism Act 2011 ( LA 2011). It allows local community groups to put forward buildings or land for the local authority to list as assets of community value. When a building or parcel of land on such a list is proposed for sale or its ownership is to change, a moratorium on the disposal, lasting for up to six months, can be triggered. This pause provides community groups with an opportunity to make a bid to buy the asset on the open market and, during that period, to work up a proposal for its future. Crucially, the legislation does not grant the community a right to purchase the asset, and there is no right of first refusal. Rather, the effect is simply to create time and an...

FORTHCOMING CHANGE : The Sentencing Act 2026, which obtained Royal Assent on 22 January 2026, delivers extensive updates to the Sentencing Code. It brings in new sentencing powers, including fresh financial orders, widens the scope and conditions of community orders and suspended sentence orders, and makes notable revisions to bail and overarching sentencing principles. The Act also reforms aspects of release, recall, post-sentence supervision, and the deportation framework for foreign criminals. Certain provisions are set to come into force on 22 March 2026, with others to be commenced on a staged basis by regulations. This content will be updated as the relevant provisions take effect. For more information, see: LNB News 23/01/2026 5... Community orders—availability Community orders are provided for in sections 200–220 and Sch 9 of the Sentencing Act 2020 ( SA 2020), also referred to as the Sentencing Code. Within the...

Considerations for developers Check whether the LPA has adopted a charging schedule for CIL CIL only becomes payable where the relevant local planning authority ( LPA) has adopted a charging schedule setting out the community infrastructure levy rates. In the absence of such a schedule, the LPA cannot impose CIL. If adopted, the schedule should appear on the LPA’s website. See Practice Note: Community Infrastructure Levy ( CIL)—who administers CIL, when does CIL arise, and when and by whom must CIL be paid. Check whether the development is liable to CIL Most new development is CIL-liable if it: comprises 100 sq m or more of gross internal floorspace, or creates a single dwelling (even below 100 sq m), unless a discretionary relief applies, namely: social housing relief charitable relief exceptional circumstances relief These reliefs must be applied for; the provisions governing relief applications must be followed to ensure the development benefits. See Practice Notes:...

Context Community Infrastructure Levy The Community Infrastructure Levy ( CIL) is a charge on development that local planning authorities—acting as charging authorities under Part 11 of the Planning Act 2008—are empowered to impose within their areas. Once an authority opts to levy CIL, it must put in place a charging schedule specifying the rates at which the levy will be applied. Planning permissions granted—or treated as granted under general permitted development rights—after the charging schedule takes effect are CIL-liable, unless a relevant exemption or relief is available. This Practice Note focuses solely on social housing relief. For other exemptions and reliefs, see Practice Notes: Community Infrastructure Levy ( CIL)—exemptions for minor development, residential annexes and extensions and self-build housing; Community Infrastructure Levy ( CIL)—exceptional circumstances relief; and Community Infrastructure Levy ( CIL)—exemptions and relief for charities. The CIL framework is set out in the...

STOP PRESS: The English Devolution and Community Empowerment Bill gained Royal Assent on 29 April. This material is being reviewed to align with the Act. Introduction The Community Infrastructure Levy ( CIL) is a charge applied to development. Its statutory basis is Part 11 of the Planning Act 2008 ( PA 2008), empowering the Secretary of State to make regulations to impose CIL. Those regulations are the Community Infrastructure Levy Regulations 2010 (the CIL Regulations), SI 2010/948. CIL applies in England and Wales. Who charges and collects CIL? CIL is set by ‘charging authorities’ for development within their area. Under PA 2008, s 206, the local planning authority ( LPA) is the charging authority. However: within Greater London, the Mayor of London is also a charging authority alongside the Borough Councils across the Broads, the Broads Authority is the sole charging authority on the Isles of...