The client is non-resident (he lives in Ireland). He owns 100% of a UK company(‘UK Co.’) which in turn owns various UK properties which are all mortgaged. The client has been advised by his Irish lawyer to exchange his shares in UK Co. for shares in a new Luxembourg company (‘Lux Co.’).
A Limited Liability Partnership owns a portfolio of UK properties which are let. Two unconnected individuals are the members of the LLP. A company (‘Co’) connected with one of the individuals has lent the LLP £500,000 at some time in the past.
A US parent company (US Co.) owned the entire issued share capital in a UK company (UK Co.). UK Co. owned the entire issued share capital in three UK companies, MG, GBS and CPP. US Co. intended to make a capital contribution to its UK subsidiary, UK Co. UK Co. would then use that contribution to make capital contributions to GBS and CPP. The purpose of the capital contribution to UK Co. was to enable it to provide its subsidiaries GBS and CPP with funds to acquire capital assets.
A small commercial law firm referred one of their clients for help in establishing the VAT liability of their product. E-Books produce ‘photobooks’ and became concerned when they discovered that one of their competitors had been assessed by HMRC on the basis that their product was subject to VAT at the standard rate.
A husband (H) and wife (W) were in partnership, through a limited liability partnership (LLP), with a company (Co) which H and W owned in equal shares. LLP was a property investment vehicle. The properties held by LLP were transferred into LLP after October 2003 and SDLT was paid.
Q: Is it preferable for SDLT purposes to have a 5 year lease with option to renew for further 5 years with first year of follow-on lease rent-free or a 10 year lease with a break clause at the end of year 5 which is exercised?
UK Co. operated a share registration business in the UK. US Bank had a similar business in the US. UK Co. and US Bank intended to form a JV to which each would contribute its share registration business. The JV vehicle was to be either a UK company registered in England and Wales or a Delaware Limited Liability Company (LLC).
A loss-making company (L Ltd) was sold for £1. At the time of sale, L Ltd had significant accumulated trading losses. At the end of its most recent complete accounting period before sale (the Balance Sheet Date) those losses amounted to around £30 million.