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View the related checklists about Distribution

MVNO agreement—checklist

MVNO agreement—checklist This Checklist covers some of the main provisions to be included in a mobile virtual network operator (MVNO) agreement under which a mobile network operator supplier will provide wholesale access services to an MVNO for resale to its own retail customers. It covers some of the main provisions that are specific to an agreement of this kind. See also the Precedent: MVNO agreement. In this Checklist, the following definitions are used: • Agreement—means the MVNO agreement between the MVNO and the Supplier for the provision of the Services • End-User—means a customer of the MVNO • IPR—means intellectual property rights • MVNO—means mobile virtual network operator, the customer in the Agreement • Services—means the wholesale network services being provided to the MVNO by the Supplier • Supplier—means the mobile network operator providing network services to the MVNO The third column can be used to record observations or comments as the Checklist is worked through. Checklist Further information Notes (if any) General terms and conditions ☐ Consider duration....

Issues with franchising in an overseas territory—checklist

Issues with franchising in an overseas territory—checklist This Checklist sets out the issues for a franchisor to consider when preparing to operate the franchise in an overseas territory. The advance of technology has helped facilitate the rise of a global economy. This has led to the creation of opportunities for companies to trade outside of their domestic markets and exploit developing territories. However, a number of issues arise when a franchisor is preparing to operate in an overseas territory some of which are detailed below. PESTLE analysis A franchisor may wish to carry out a political, economic, environmental, sociological, technological, legal and environmental factors (PESTLE) analysis in relation to a new territory. The information obtained from the analysis can be used as a guide to strategic decision making when considering international franchising. Below is a list of legal and non-legal issues that might arise with international franchising. Political • There may be increased political or legislative risks that should be taken into consideration by businesses before they commence operations in...

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Scope of distributions for tax purposes

The most common type of distribution is a dividend paid in cash by a company to its shareholders, ie a direct cash distribution of profits to the owners of a company.However, the corporation tax definition of distribution is different from the company law definition (for which, see Practice Note: Dividends, distributions and scrip dividends).Why does it matter whether a payment is a distribution?It is important to be able to identify whether a particular payment by a UK company is a distribution because if a payment is a distribution:•the payer is not entitled to a deduction for the payment in its UK corporation tax calculation, and•a UK corporate recipient will be subject to corporation tax on the receipt in accordance with CTA 2009, Part 9A, unless the distribution falls within one of the specific exemptions—for further information, see Practice Notes: How are small companies taxed on distributions received? and How are non-small companies taxed on distributions received?Since most normal distributions will fall within one of the exemptions from tax, it is...

Tax—types of distribution—dividends

As further explained in Practice Note: Scope of distributions for tax purposes, distributions can be divided into four categories:•dividends—encompassing paragraph A and explained further in this note•transfers of assets or liabilities—encompassing paragraphs B and G and explained further in Practice Note: Tax-types of distribution—transfers of assets and liabilities•interest recharacterised as a distribution—encompassing paragraphs E and F and explained in further detail in Practice Notes: Types of distribution—interest recharacterised as a distribution: non-commercial securities and Types of distribution—interest recharacterised as a distribution: special securities, and•bonus issues of shares or securities—encompassing paragraphs C, D and H and explained in further detail in Practice Note: Types of distribution—bonus issuesParagraph A—dividendsThe first type of distribution is any dividend paid by the company, including a capital dividend.In order to determine whether a particular payment or transaction falls within this paragraph, it is necessary to understand the meaning of 'dividend' and 'paid'. Paragraph A makes no reference to cash and so this type of distribution can include a dividend paid in kind, subject to the exclusion...

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Training materials—tax evasion facilitation

Training materials—tax evasion facilitation The corporate offence of failure to prevent the criminal facilitation of tax evasion is created by the Criminal Finances Act 2017 (CFA 2017), which came into force on 30 September 2017. The training materials are customisable. This training pack has been prepared in PowerPoint and it therefore cannot be downloaded to Word from this page. Click to download the PowerPoint presentation. Contents • What does the law say? • Risks and red flags • Our approach • Reporting concerns • Consequences Summary This training session covers the laws and requirements you need to be aware of relating to the offence of failure to prevent the facilitation of tax evasion. Purpose of the slides This training aid consists of a pack of PowerPoint slides and accompanying ‘Speaker notes’, and has been written to dovetail with Precedent: Tax evasion facilitation prevention policy. How to use the ‘Speaker

Termination letter—distributor to manufacturer

Termination letter—distributor to manufacturer [Manufacturer] [Address] Dear [Manufacturer], Distribution Agreement dated [insert date] (the Agreement) [This letter confirms our recent discussions.] In accordance with clause [specify number of clause containing termination provision], please take this letter as [[eg 90] days’ OR immediate] notice of termination of the Agreement. [The Agreement will therefore come to an end on [date].] [This is not due to any breach by you of the Agreement, simply that we intend in future to concentrate our commercial efforts in another direction. OR This, as discussed, is due to [set out details, eg failure to supply or support product], which is a material and unremedied breach by you of the Agreement. All our rights in relation to that breach, and otherwise, are reserved.] [ [We will submit no new orders, although we expect that those in progress [for which we have firm orders from customers] will be fulfilled. We will sell Products we hold in the normal way and in accordance with clause [specify]...

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Can the write-off of a loan made by one company to another be a distribution under Part 23 of the Companies Act 2006, where both the lending company and the borrowing company have the same majority shareholder?

Can the write-off of a loan made by one company to another be a distribution under Part 23 of the Companies Act 2006, where both the lending company and the borrowing company have the same majority shareholder? We can find no direct authority confirming that the write-off of a loan made by one company to another, where both the lending company and the borrowing company have the same majority shareholder, is a distribution under Part 23 of the Companies Act 2006 (CA 2006) or that it is not. There is a possibility that a court could view such a transaction as a distribution for these purposes and some careful analysis of the law and the facts will be necessary. However, Stakefield (Midlands) and others v Doffman and another provides some useful guidance. The court found that the waiver by a company (S Ltd) of certain loans owed to it by other companies associated with it (by virtue of two of the shareholder/directors of S Ltd...

Can a private company limited by shares carry out a rights issue?

Can a private company limited by shares carry out a rights issue? A rights issue is an offer of shares to existing shareholders of a company, which gives them the right to subscribe for additional shares in proportion to their existing shareholding in the shares of the company, eg, a right for each shareholder to subscribe for one new share for every five shares that they hold. The shares are usually offered to the existing shareholders by means of renounceable letters or other negotiable instruments. If a company wants to raise new capital through an issue of its ordinary shares for cash, it is prima facie obliged by section 561 of the Companies Act 2006 (CA 2006) to do so by means of a rights issue in favour of its existing shareholders. CA 2006, s 561 sets out statutory pre-emption rights and states that a company must not allot equity securities to a person on any terms unless: • it has made an offer to each holder of...

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Energy weekly highlights—19 December 2024

This week's edition of Energy weekly highlights includes: three news analyses on (i) the Ministry of Housing, Communities and Local Government (MHCLG)'s publication of a revised version of the National Planning Policy Framework (NPPF), (ii) planning reforms for energy infrastructure in the Department for Energy Security and Net Zero (DESNZ)'s Clean Power 2030 Action Plan, and (iii) the government's consultation to include emissions from the maritime sector in the UK Emissions Trading Scheme (UK ETS). In addition, this week, DESNZ published its Clean Power 2030 Action Plan, launched consultations on proposed changes to the Capacity Market (CM) Rules and the UK ETS free allocation review, focusing on carbon leakage, and announced that the UK ETS Authority confirmed an extension of the first free allocation period to 2026. National Grid also published the RIIO-T3 business plan (BP) for its National Grid Electricity Transmission (NGET) business. We also cover several announcements from Ofgem, including a consultation on its proposed Forward Work Programme for 2025 and 2026, a consultation on network companies' RIIO-3...

Court of Appeal clarifies when a dissolved partnership may bring litigation (Flohr v Frontiers Capital I Ltd Partnership)

Restructuring & Insolvency analysis: The Court of Appeal has confirmed that the authority to bind a firm for the purposes of its winding up (conferred on partners after the dissolution of a partnership by section 38 of the Partnership Act 1890 (PA 1890)) applies to pursuing causes of action which accrued prior to dissolution. Whether PA 1890, s 38 will permit partners of a dissolved partnership to pursue litigation post-dissolution is a fact sensitive question. The question is whether such litigation is reasonably required in all the circumstances to wind up the affairs of the partnership. Relevant considerations are not circumscribed and will include considerations of prospects of success and cost-effectiveness. In Flohr, the Court of Appeal confirmed a general partner of a limited partnership governed by the Limited Partnership Act 1907 (LPA 1907) was empowered to sue a third party on behalf of the partnership notwithstanding the dissolution and winding up of the partnership. This was so even though the relevant cause of action arose prior to dissolution. Written...

View the latest UK Parliament Acts documents on Distribution

829 Meaning of “distribution”

829  Meaning of “distribution”(1)     In this Part “distribution” means every description of distribution of a company's assets to its members, whether in cash or otherwise, subject to the following exceptions.(2)     The following are not distributions for the purposes of this Part—(a)     an issue of shares as fully or partly paid bonus shares;(b)     the reduction of share capital—(i)     by extinguishing or reducing the liability of any of the members on any of the company's shares in respect of share capital not paid up, or(ii)     by repaying