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Classifying overseas entities for UK tax purposes—checklist

Classifying overseas entities for UK tax purposes—checklist This Checklist is for use when determining whether an overseas entity will be treated as transparent or opaque for UK tax purposes. This is especially relevant when working out the direct tax position of a UK-resident investor in the entity. The factors for consideration are based on HMRC’s guidance and the applicable UK case law, discussed further in Practice Note: Entity classification case law and HMRC's interpretation. Unlike the equivalent pre-1997 rules in the US, the relevant factors do not explicitly include whether or not membership interests in the overseas entity are freely transferable. No one factor or factors are conclusive. However, following the Anson case, the right of the members to profits as they arise is considered to be a very important factor in determining entity classification. If members have the right to profits as they arise (rather than once it has been determined to distribute them), the entity is likely to be transparent (although it is less clear whether this...

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Joint, several, and joint and several liability

ContractWhere a contract is made by two or more parties it may contain a promise or obligation made by two or more of those parties. Any such promise may be:•joint•several, or•joint and severalWhether an undertaking is joint, several, or joint and several in contract is a question of construction and is dependent on the intention of the parties as evidenced in the contract. For example, in Rhinegold Publishing v Apex Business Development, statutory demands were served on Rhinegold Ltd, and a related company, Tannhauser Ltd, in the sums of approximately £22,000 and £31,000 respectively. A settlement agreement was subsequently entered into under which the parties agreed to pay the amounts due, but Tannhauser failed to fully do so. Although the settlement agreement was silent on the question of liability, the High Court held that on a proper construction of the agreement, the parties were jointly and severally liable. Rhinegold was therefore required to pay the outstanding sums owed by Tannhauser.Joint liabilityJoint liability arises where two or more persons jointly promise...

Eligibility and selection in public procurement—selection criteria

Eligibility and selection in public procurement—selection criteria FORTHCOMING CHANGE: On 24 February 2025, the main provisions of the procurement Act 2023 (PA 2023) come into force. Procurements begun on or after that date must be carried out under PA 2023, whereas those begun under the previous legislation (the Public Contracts Regulations 2015 (PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011) must continue to be procured and managed under that legislation. See Practice Note: Introduction to the Procurement Act 2023. PCR 2015 as assimilated law PCR 2015 are EU-derived domestic legislation and therefore assimilated law under sections 2 and 6 of the European Union (Withdrawal) Act 2018. For practical guidance on the status and interpretation of assimilated law, see Practice Note: Assimilated law. FORTHCOMING CHANGE: From 24 February 2025, Procurement Policy Note (PPN) 015 replaces PPN 10/23 with updated guidance on how to consider suppliers' payment approaches when procuring major government contracts under PA 2023....

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Joint and several liability clause

Joint and several liability clause 1 Joint and several liability [Except for clauses [insert],] the liabilities and obligations of [insert names of relevant parties] under this Agreement are joint and several.

Scots law share purchase agreement provisions—share purchase agreement

Scots law share purchase agreement provisions—share purchase agreement Date provision Replace the share purchase agreement (SPA) date provision with the following new date provision: This Agreement is delivered on [insert day and month] 20[insert year] Recitals Recital (B) Delete ‘legal and beneficial’ from Recital (B). Definitions Amend the following existing definitions set out in clause 1 (Definitions and interpretation) of the relevant Precedent SPA (where used in the SPA): Definition of ‘Business’ Replace ‘the City of London’ with ‘[Edinburgh OR Glasgow OR Aberdeen]’ Definition of ‘CRTP’ Replace the definition of ‘CRTP’ with the following new definition: CTPRS • means Contract (Third Party Rights) (Scotland) Act 2017; Definition of ‘Encumbrance’ • Delete ‘assignment’ immediately preceding ‘right of first refusal’ as Scots law refers to assignation rather than assignment. • Delete ‘legal or equitable’ immediately preceding ‘third party right’ as Scots law does not recognise this separation of ownership. Definition of ‘Freehold Properties’ Delete the definition of ‘Freehold Properties’ and insert the following new definition in the appropriate...

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Can joint liability be implied into a contract?

Can joint liability be implied into a contract? Meaning of joint, several and joint and several liability For details on the meaning of the terms joint, several and joint and several liability and how such liability is established under a contract, you may find useful Practice Note: Joint, several, and joint and several liability and Precedent: Joint and several liability clause and the associated Drafting Notes. Privity of contract 'Privity of contract' is a common law doctrine, which provides that you cannot either: • enforce the benefit of, or • be liable for any obligation under a contract to which you are not a party. Therefore, if an individual legal entity is not a party to a contract (ie they are a third party) then they cannot sue or be sued

What is the position when joint assured shorthold tenants start divorce proceedings and one of the joint tenants vacates the property and the other joint tenant is refusing to vacate. A section 21 notice has been served on both tenants. Is the landlord entitled to issue proceedings to recover possession against both tenants and also include a claim for rent to be paid until the date vacant possession is given?

What is the position when joint assured shorthold tenants start divorce proceedings and one of the joint tenants vacates the property and the other joint tenant is refusing to vacate. A section 21 notice has been served on both tenants. Is the landlord entitled to issue proceedings to recover possession against both tenants and also include a claim for rent to be paid until the date vacant possession is given? Joint liability under leases generally We have assumed for the purposes of this Q&A that the scenario above is in respect of a new lease, ie one created after 1995. The Landlord and Tenant (Covenants) Act 1995, s 13 (LTCA 1995) sets out as follows: Where in consequence of this Act two or more persons are bound by the same covenant, they are so bound both jointly and severally. (2) Subject to section 24(2), where by virtue of this Act— (a) two or more persons are bound jointly and severally by the same covenant, and (b) any of the...

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Complying with growing EU supply chain mandates

Law360: The importance of supply chain transparency and assessing supply chain risk is informed by a significant volume of recent legislative developments, case law, evolving societal expectations and heightened scrutiny from stakeholders across jurisdictions.

Employment weekly highlights—4 July 2024

This edition of Employment weekly highlights includes: (1) what you need to know about the General Election, including the parliamentary process, wash-up and manifesto pledges, (2) an EAT judgment about the employment status of an accountant who was found by the employment tribunal to be a partner and a worker, (3) an extension to the Department for Business and Trade consultation on reform of the Commercial Agents Regulations 1993, (4) an EAT judgment that time spent travelling on an employer’s minibus to and from the place of work is not ‘time work’ for national minimum wage purposes, (5) an employment tribunal decision that a Christian social worker was directly discriminated against when a job offer was revoked because of his views on homosexuality, (6) a High Court ruling that a trade union is entitled to bring a claim for libel in its own name, (7) an EAT judgment that a GP could not rely on TUPE 2006 in his dismissal claim against a clinical commissioning body, (8) an update by...