Friday Is The Day PDF - Legal Notes

FLK 1 Points when going through answers -​ Courts will be proportionate in ordering costs in relation to the severity of ADR refusal, won't choose most dramatic option for a single refusal. -​ Non lawyers ie costs lawyers are only subject to their own body. -​ All employees (including...

FLK 1 Points when going through answers -​ Courts will be proportionate in ordering costs in relation to the severity of ADR refusal, won't choose most dramatic option for a single refusal. -​ Non lawyers ie costs lawyers are only subject to their own body. -​ All employees (including non lawyers) of SRA firms should be aware of code of conduct and are subject to the regulatory regime of SRA. -​ Damages for breach of contract are usually awarded on breach of contract measure but if this is too speculative (ie its unclear how much they would make) reliance damages should be awarded- as if the contract had not been breached. E.g. actor pulls out. How much did they spend on doing it. -​ If you don’t like an arbitrator's decision you must apply to court if they have wrongly applied law. -​ Sole traders must comply with company act rules on company names -​ The longer it has been since a potential representation / term and the contracts completion the less likely it is to be a term. -​ You pay corporation tax on capital gains and trading profits- CGT is for individuals -​ If payments are made under threat of a statutory demand administrator will not seek payment- ie when unwinding. -​ For SRA, once you have disclosed your concerns to nominated officer you have likely discharged your legal obligations -​ Personal injury standard for high court is 50,000 compared to normal 100,000, still same rules around complexity etc. -​ You are jointly and severally liable in a partnership -​ Dividend only requires ordinary resolution to be passed. -​ 15 years is maximum for latent damages in tort. -​ Sole trader cannot get floating charge. -​ Performance of an existing contractual duty which confers practical benefit can be consideration, ie builder making sure they finish on time to avoid contractor  receiving penalty, even if they are just doing as they were supposed to do on time before. -​ Acknowledgement of service needs to be filed within 14 days of claim form and this extends period within which a defence must be filed to 28 days - 14 days without acknowledgment of service -​ Non reserved legal activities- don’t need any indemnity insurance OBVIOUSLY -​ For firm insurance there is a 30 day extended policy period where firm can continue to act on behalf of clients. -​ Pressure groups cant apply under EHCR because it wouldn’t personally effect them -​ Legal executive can undertake reserved legal activities under supervision of solicitor who is authorised to do so. -​ Ostensible authority is enough to make partnership liable, don't need actual authority. -​ 6 days notice period required for a procession -​ Must update client about any additional costs not just substantial ones -​ Must suffer direct damage to property for claim for economic loss -​ Public company must have a company secretary. -​ PSC(persons with significant control)=more than 25% -​ Liability can be excluded all together in agreement for Limited Liability partnerships -​ If a bill doesn't have a start date it will automatically come into force upon royal assent -​ Fraudulent rep= recision or damages- directly foreseeable or unforeseeable. Reckless miserep - recision or damages - direct which are forseeable Innocent misrep -recission or damages if court sees it to be more equitable. Recision is a severe remedy- will not be used when disproportionate -​ Statutory instrument to bring a section into force which hasnt come into force. -​ Dont forget public policy reasoning for court. -​ Performance of an existing contractual duty can constitute good consideration if it confers a practical benefit but not if the promise has been induced by fraud or duress. -​ Does Not need to be a passport for identification of client, can just be any id. -​ Ordinary resolution to remove shareholder. -​ Presumed undue influence is the relationship ie doctors etc, actual is the proving it. -​ Judicial review applications go to administrative court. -​ Land not a specific investment and you can give generic investment advice.  -​ Indemnity is a primary obligation (can sue them before going after the actual person). Guarantor is secondary - can only sue them after. -​ Non cash consideration (e.g. shares) does not count for SPTs -​ If premises are well maintained the occupiers liability act will not apply, only for cases where it is caused by the bad state of the premises. -​ Remember privity of contract, if you bought something through a retailer you can sue the retailer but not the manufacturer. -​ Dividends may be paid once you have declared a profit after paying HMRC -​ For money laundering you make a suspicious activity report to the NCA -​ Frustration only discharges the parties of future obligations doesn’t cancel the whole contract completely e.g. if you had already taken delivery of some stuff you would still have to pay for that. But If the party to whom money was paid in the contract has incurred expenses, the court may allow them to retain some of the money received, or recover an amount due to be paid before the discharge. Same goes for if a valuable benefit has been conferred - could potentially allow other party to recover an amount to reflect that. -​ If a trainee solicitor isn't able to do a task on time - ie one assigned by a partner, they should decline it. Service provided must be competent and timely. -​ Remedial orders are statutory instrument that gives gov power to quickly amend law to remove incompatibility with HRA -​ For natural justice rule against bias for judicial review, only needs to have apparent bias from a reasonable person perspective. -​ If there is an express declaration in a contract that the law of england and wales applied to its terms- this will be the position if not TORT- the country where the damage occured Contract- where the seller resides -​ Limitation periods Contract - from date of breach 6 years Tort (excluding personal injury and latent damage) six years from damage Tort (personal injury) 3 years. Latent damage tort (where they only found out about damage at a later point)- three years from date of knowledge or six years from when damage occurred. - 15 years maximum -​ Can go straight from high court to supreme court, bypassing court of appeal. Only to be used in cases of national importance on a point of law. -​ Multiple sufficient causes Where both harms pass but for test , can separate the causes and appropriation appropriately Where it's impossible to work out which party caused what, defendants can be equally liable. -​ Mesothelioma- client can recover damages from all responsible person who will be jointly and severally liable Ie can go after any of them for all of it. -​ An innominate term is somewhere in between a term and a warranty so - If the breach deprives the innocent party of most of the contracts benefit, the breach is treated as a condition breach and the innocent party can terminate the contract and claim damages. If the breach does not significantly affect the contract breach it is treated as a warranty breach and only damages can be claimed. -​ For crown court and above you need higher rights of audience. -​ reversed/overturned, change the actual result of the case. Overruled discards the precedent. -​ If facing a partnership question, the problem with the default provisions is that they basically always require unanimity/all partners being involved. -​ Forms for business law Incorporate company - Form IN01 to be filed at at company house together with memorandum of association and requisite fee- Appoint directors Form AP01 for individual directors. Form APO2 for corporate directors. -​ SPTs- Spts are acquisition or disposal of non cash assets. So selling shares to a connected party for cash does not count but if the consideration was non cash this would count. -​ Generally in Civil cases, appeals will be considered by the next judge in the judiciary hierarchy, could be the same court but a higher judge. Usally there is only onle level of appeal except if its an important principle/point of law. Order. Recorder -county court, crown court, family court District judge - magistrates court/ family court District judge- county court, high court, family court Circuit judge county, crown, family court High court judge - high court, crown court family court. Lord justices of appeal Supreme court justices etc. -​ Remedies for judicial review Quashing order- decision of public body cancelled Prohibiting order- orders public body not to make an illegal decision Mandatory order- orders public body to fulfill its legal duties Injunction Declaration -courts states position and public bodies will comply No damages in judicial review. -​ Directors owe their duty to the company, any action against the director will be Brought in the name of the company. -​ A floating charge given to a connected person within two years of winding up is prima facie invalid save to the extent of consideration given to the company at or after the creation of the charge, and interest on all such consideration.- -​ you only have one vat registration regardless of how many business, must register if at any month end taxable supplies in the previous year exceed 90k- -​ defendant must give authority in writing for service on a solicitor instead of them. -​ You can amend your statements of case at any time before it has been served on any other party. -​ Don't need to wait for a defence to be filed to make an interim payment application, just have to wait for acknowledgement of service. -​ No specific time limit for Tomlin order to be enforced, but it is a binding contract so effectively 6 years for breach of contract. -​ Adjourning trial is very rare. -​ Solicitor has rights of audience on an appeal even if he doesn't otherwise have higher rights of audience. -​ Press has the benefit of qualified parliamentary privilege which applies to defamation but not to proceedings for contempt. -​ Solicitors should conduct ongoing monitoring of clients identities. -​ Its not one new class of shares its directors have authority to issue further shares of the same class if there is only one class insofar. SR to change after 2009, OR before 2009.  -​ Shareholders can vote on buyback of their own shares. -​ Private company needs at least one director -​ In civil cases, can permission to appeal required from either court of instance or relevant appelate court where the is a realistic prospect of success. Contract -An agreement entered into by a person who lacks capacity is voidable. This remedy can be exercised by a person who lacked capacity, subject to the requirement to pay a reasonable price for necessaries. Additionally a minor must return the goods acquired under the contract if it just and equitable to do so. Page 9 when you get home. damages. Plus add the inominate term term thing- you are confused between terms and damages, still look. Breach of warranty- damages available for breach of warranty. Breach of Condition - repudiation available or they can affirm it. -​ An exemption clausing covering liability in negligence must be ‘Fair’ for b2c ‘Reasonable’ for b2b Guidelines on page 12 of votes Just reread page 12 because its important Reread page 25- also check book again fo rhtis. Which one to use at start of page 26 +check contributory negligence. DIspute resolution -​ Document is deemed served on the second day after the document is sent. Ie wednesday if sent on monday. -​ When a claim form is to be served outside England and Wales, it must be served within six months of the date of issue. Permission from court is required, then you have to get whatever foreign authorities required to serve it. -​ The structure of a particulars of claim includes introducing the parties to the claim and their status, a factual chronology, the relevant legal cause of action, the level of damages and interest claimed, and a statement of truth. -​ Part 20 =counter claim (must be with defence). Part 18 = request for further information (can eventually apply to court for a proper response to this) Tracks Potential Tracks in order of seriousness Small track Less than 10k Informal + parties represent themselves. Or less than 1k for personal injury / other specific cases see 109 Fast Track Up to 25,000 Not too complicated Trial only to last one day One expert per party. Intermediate Track Between 25,000 and 100,000 Trial no more than three days Only a couple experts per day Multi Track Everything more complicated/ more money More tailored proceedings.  Where and by home appeal decision was Where to appeal made District judge in the county court Circuit judge in courty court Circuit judge in the county court High court juge in the high court. master in the high court High court judge in the high court High court judge in the high court Court of appeal Dispute resolution. When documents are served- dispute resolution, depending on how sent etc. need to learn. Served by personal service, fax, email, or by delivering to an address If served before 4:30 pm on a business day the deemed date of service is the same day. If after that - the next business day. Served by first class post or document exchange Deemed date of service is the second day after it is posted if it is a business day. So if posted by first class post on wednesday, it would be deemed served on friday. Where a claim form is served, the claimant must file a certificate of service within 21 day of the date of service. -​ Interest will be 8% if not specified in contract. -​ Will not be interested in tort unless specifically claimed. -​ Part 20 is a counter claim, part 18 is a request for further information If you ever have to guess a time period- go for 14. Fast track procedure (and order) 1.​ Disclosure to take place within 4 weeks of the parties filling the directions questionnaire 2.​ Inspection (of disclosed documents) to take place within 6 weeks of the parties filling the directions questionnaire  3.​ Exchange of witness statements - to take place within 10 weeks of the parties filing the directions questionnaire 4.​ Exchange of experts reports - to take place within 14 weeks of the parties filing the directions questionnaire. 5.​ Filing of pre trial checklist to take place within 22 weeks of the parties filnig the directions questionnaire 6.​ Trial to take place within 30 weeks of the parties filing the direction questionnaire Don't need to know the dates but do need to know the order. Multi track is bespoke, will have a CMC/ pre trial review to sort out deadlines etc Form N265 for list of disclosed documents. -​ An application for permission to appeal a decision must be made within 21 days of the original decision if the decision was taken in the county court or high court, and 28 days if the decision was taken in the court of appeal. BUSINESS LAW RATES TRADING PROFITS AND VAT  -​ There are two types of capital allowance, writing down allowance and annual investment allowance. Annual investment allowance - New machinery - 1 million per year. Can deduct from chargeable receipts. Writing down allowance =18% each financial year. Roll over relief Cap - only for start up and cross accross/ back one year = Greater of 50k or 25% of taxpayers income from other sources in relation to which the relief is claimed VAT Taxable supply = everything except education, health services, residential land and insurance- these are exempt, financial institutions exempt. 20% vat rate. Zero rated supplies, e.g. non catering - food (ie supermarket food), books and water, reduced rate = 5% domestic fuel etc Income tax income 12,570 allowance Tax NDSI Basic rate - up to 37,700 -20% Higher rate- 37,701 - 125,140 40% Additional rate - 125 ,141 - 45% No personal allowance of higher rate Tax savings income- SAME as income Starting rate 0% 0-5000 if no other income Basic rate 20% Higher rate 40% Additional rate 45% Savings income allowance Basic rate - 1000 Higher rate - 500 Additionalh rate 0 Tax dividend income Basic rate 8.75% Higher rate 33.75% Additional rate 39.35% Dividend income allowance -500 for all Other possible allowance- Can transfer unused personal Allowance of 1260 if civil partner or spouse (if they are basic rate payer). Blind people received an additional allowance double that. Property and trading allowance- up to 1k of gross property income and 1k of gross trading income are not subject to IT. 5 tally it all up. CGT RATES- calculate income first and then depending on which band. Where business asset disposal relief or investors relief applies - 10% Basic rate - 10% Higher rate - 20% Basic rate where is is residential property - 18% Higher rate where it is residential property 24% Corporation Tax Companies with profits under 50,000= 19% Companies with profits over 250,000 =25% Marginal relief fraction is 3/200. If you were earning 150k calculation would be 3/200 x (£250,000 – £150,000). PUBLIC ORDER Law Public procession - multiple people going down one public route or highway. -organisers must give six days written notice in advance if reasonably practicable, may not be if held regularly or customary etc. -if senior police officer believes it may result in serious public disorder/damage to property or life of the community/ or to intimidate others, he can give directions and limits on route etc. -if chief of police believes this is not enough, can apply to local council for order prohibiting the holding of all public processions for three months -with home secs consent. Public assemblies - two or more person in a public place where. -where the public have access in the open air. - A police officer reasonably believes it may result in- serious public disorder/ property damage/ serious disruption to life of community/ intimidation. Officer can give order to organisers in regard to place duration and number But only have the power to control not ban. No duty to notify police. Trespassory assemblies - 20 or more people in a place that is either private or public only given access for a specific purpose -e.g. Road. -may result in serious disruption to life of community or damage to land buiidlngs etc. - chief of police can apply to council to prohibit all trespasspory assemblies in the district, with home sec agreement. Order cannot exceed four days or a five mile radius. Must prove there was trespass Raves - gathering of 20 or more people on land in open air where music is played all night -police can disperse. Breach of the peace - -acts done or threatened to be done which actually harms a person, is likely to cause such harm/ creates fear of potential harm OR -conduct that has the natural consequences of provoking other to violence. -Police have powers to ban a procession, disperse an assembly, enter private premises, detain people, prevent people travelling, and remove provocative signs. But -protest should be permitted if it does not cause violence. Breach of peace enforcement - breach of peace is not a crime but you can be arrested. Binding over - civil remedy with a criminal standard of proof which stops someone from engaging in a specific activity if there has been a breach of peace and a real risk of violence in the future. BUT - it is an offence to refuse to follow direction of police officer to prevent breach of peace or to willfully obstruct a highway. Riot Requires all of - 12 people present using threatening unlawful violence to person or property - For a common purpose - 12 people doing it together. - would cause a person of reasonable firmness at the scene to fear for their safety. Violent disorder -same but for three people Affray Requires all of -one person, or two or more people acting together- check -threatening or using unlawful violence- cannot be words alone -cause a person of reasonable firmness present at the scene to fear of their safety For both riot and affray - a reasonable person is hypothetical, no one has to actually be there. Check. Fear or provocation of violence A person must be subjected to Threatening Abusive or insulting words or behaviour or on signs and The intention to make someone believe unlawful violence will be used against them or the intention to provoke it. -what a reasonable person would perceive to be threatening. Harassment, alarm or distress A person uses -threatening abusive or insulting words or behavior or -threatening, abusive or insulting writing, sign or other visible representation or Disorderly behaviour. -the words must be within hearing or sight of the person Aggravated trespass -trespassing on land with intent to disrupt or intimidate those engaged in a lawful activity (.eg. hunting) -police officers can direct them to leave. Violence or threat of violence required Riot Violent disorder Fear and provocation of violence Breach of the peace Not required Public procession Public assembly Harassment alarm or distress Obstruction of the highway rave TORT Primary secondary victim -tort Medically recognised - pathological grief reaction, chronic fatigue syndrome, post traumatic disorder, personality disorder, miscarraige- real actual mental issues. Not recognised- greif , fright, sadness, emotional distress. Primary victim - someone involved in the incident, do not need to show psyciatric harm was foreseeable. Secondary victim Bystander (Must be IN PERSON) to the event– must show it was reasonably foreseeable they would suffer psychiatric injury. Also must have Close ties to victim - ie automatically rebuttable presumption of wife and husband but not brothers. Closeness in space and time to aftermath -8 hours later too much. Further categories Rescuers are not primary or secondary. Destruction of property - could be secondary if they witnessed. Involuntary - could be a claim where there is psychiatric illness as a result of unwillingly cuasing someones elses death due to negligence. Assumption of responsibility- certain relationships have a duty to ensure someone is not exposed to psychiatric harm, ie police/police informant. Employer, employee. Two different occupiers liability acts. Occupiers liability act 1956 - lawful visitors Occupiers liability act 1984 - trespassers. For claims relating to lost chance, if the lost chance is less than 50% then on balance of probabilities the court is unlikely to find for the claimant. If the question relates solely to clinical negligence a lost chance claim cannot form the basis of a claim. Specified investments Basically all financial products including mortgages But not land. Specified activity dealing in investments  Arranging deals in investments Managing investments -actively involved in management of them Advising on investments - specific advise on benefits of selling or buying specified investment. Safeguarding and administering investments Exclusions Where these exclusions apply, it is not regarded as a regulated activity Exclusion Overview Applies to Introduction an authorised person Where a solicitor introduces a client to an Arranging authorised person but but has no further role in arranging the investment. Arrange of dealing through an This applies where an arrangement is Dealing authorised third party (ATP) based on the advice of an ATP or where Arranging hte ATP deals with the investment. A solicitor cannot rely on this exclusion if they receive pecuniary benefit and fail to account for it to client. Acting as a trustee, nominee or This exclusion applies where a solicitor is Arranging personal representative acting as a trustee or a personal Managing representative and does not receive Safeguarding additional remuneration for acting in that Advising capacity Activities carred on in the course of This exclusion where the activities that are Dealing a professional or non investment carried out are deemed to be a necessary Arranging business provided by a profession or business that Advising does not otherwise carry on regulated safeguarding activities in the UK Activities carried on in connection This exclusion applies where a transaction Dealing with the sale of a body as corporate is to acquire or dispose of shares in a body Arranging corporate, where the shares consist of 50% advising or more of the voting shares, So managing only allowed in role as trustee. Most firms rely on below. As part of DFB SRA firms can carry out exempt regulated activities on an incidental basis- ie where the majority of the work is something else. Page 150 but -firms should not advertise regulated activities -should be connected to the legal service they provide. Reread contract And legal system - particularly financial services bit. Addendum to COMPANY LAW List of what resolution is required and forms. SR (Special resolution) 75% OR (ordinary resolution) BR Board resolution majority required Changing company name Service contract more than 2 changing companies NMO1 - must filed with years registered offices. AD01 companies house along with SR and a fee. Changing companies articles Director removal, but need to Power to remove company -then must be filed. give special 28 day notice- secretary then the company must serve notice of the GM. Members may need to requisition GM if board is being uncooperative. Approve an SPT. Notes Only need board resolution to change trading name. SR always needs to be filed OR normally doesnt unless its regarding authority to issue shares. Br never needs to be filed Minutes for BMs must be kept for 10 years Directors can make decisions in writing or more informally with agreement without a BM if all agree. Bushell V faith clause means that shareholder directors have weighted voting rights (ie their vote is doubled) on resolution to remove them as a director. Director unable to vote in board meeting approving their service contract. SPT 100k plus or 10% of net asset value (min 5k) Loans to directors exceeding 10k need OR Board have absolute discretion to approve or reject share transfers. Extra forms PSCO1 to companies house for new person of significant control. Ma12 to appoint AOO1 change accounting date. Shareholding powers 100% Full control 75% Can pass a special resolution 50% Can block an ordinary resolution More than 50% Can pass an ordinary resolution More than 25% Can block a special resolution Majority in number holding at lesat 90% of Can consent to short notice voting shares Any two voting member or any member(s) Can demand a poll vote holding at least 10% of shares More than 10% May refuse consent to short notice 5% or more with voting rights Circulate written resolutions Circulate a written statement as to proposed resolutions 5% Requisition a GM Page 81 Page 55 maybe quiz but dont need to do notes on them. Issuance of shares -​ Board Can issue same class of shares as company if already offered. ] Companies incorporated pre october 2009 -​ Memorandum of association will set out the auhtroised share capital , following the companies act this provision is transferred to the articles and can be amended by OR, this OR must be filed at companies house. Companies incorporated post october 2009 -​ Check the articles for restrictions and amend if necessary by SR (and filed at CH) but there are no such restrictions in the MAS. Any authority to issue must state the maximum number of shares the directors are allowed to issue and the date when authority will expire (normally 5 years max). OR must be filed at companies house. Pre emption rights -​ Generally on an issue of new shares they ust first be offered to existing shareholders on same or more favourable terms - in proportion to their existing shareholding. But these rights can be -by contrary provision in the articles, either on incorporation or subsequently by SR. -dissaplied by SR - formally waived if no one takes them up. Consider whether shares are issued wholly or party for cash, if they are offered for non cash assets, this could be require and OR if its a SPT. Insolvency An individual may be insolvent when a)​ A debt is payable immediately or at some certain time in the future AND b)​ The debtor appears either unable to pay it, or to have nor reasonable prospect of being able to pay it There are three ways to show inability to pay 1) a statutory demand has been served for a liquidated and unsecured sum of at least 5k or more, payable immediately and after three weeks remains unpaid with no application to set it aside. 2) A statutory demand has been served for a liqudiated and unsecured future liability for at least 5k and three weeks have passed without reasonable prospect of payment being shown or an application to set it aside. 3) Attempt has been made to enforce a judgement debt of at least £5k but it remains unsatisfied (ie bailiffs entered but failed to satisfy debt) Liquidated and unsecured sum - an exact sum that is not secured. Statutory demand - formal demand for payment. Judgement debt - debt following a judgement of court. Bankruptcy process -most of bankrupts assets pass to a TIB and the bankrupt becomes subject to restrictions. -​ Creditors petition -a creditor owed a liquidated sum of 5k more present a bankruptcy petition if a debtor is unable to pay their debts. NEED to show one of the above three inability to pay. -​ Debtors application- can make an application themselves. Application fee and costs of adjudication must be made and bankruptcy order will usually be made with 28 days. Page 15 onwards for past transactions, bankrupts home and bankrupts property stuff. Should add the periods of time somewhere in this doc. Order of distribution Secured creditors Costs of bankruptcy Preferential debts Unsecured creditors Postponed creditors Alternatives to bankruptcy IVA- Binding agreement to settle between debtor and unsecured creditors, debtor appoints nominee and produces statement of affairs - gets a 14 day moratorium from court. Requires 75% of Creditors in value, of which at least 50% in value are not associates of the debtor. Preferable to informal agreement with the creditor as that could inadvertently be a voidable preference. Debt Relief Order. Online application for write off of debts. Unsecured liabilities cannot exceed 30k. Gross assets cannot exceed 2k Cannot have car worth 2k or more Cannot have a disposable income of more than 75 per month. Cannot have had a DRO last 6 years. Cannot be subject to other insolvency proceedings. Debt Respite Scheme, 60 or 30 days respite from debt Corporate insolvency Four ways to show inability to pay 1- a statutory demand of a liquidated sum of £750 or more and has been satisfied after 21 days 2- Attempt has been made to enforce a judgement debt of at least £5k but it remains unsatisfied (ie bailiffs entered but failed to satisfy debt) 3- the company is unable to pay its debts as they fall due 4- the companies liabilities are more than its assets. -​ Compulsory liquidation - creditor must prove inability to pay If debt is disputed it will go to court, court may adjourn proceedings if the company says they will be able to pay some within a reasonable period. If not– a winding up order is made by the court and a receiver (officer of the court) becomes the liqudiator. -​ CVL - creditor (company in this case) voluntarily commences due to insolvency, SR required. -​ MVL commenced by solvent company either to restructure or close down. SR is required. Unwinding stuff page 17  -​ Administration involves an administration running the company to rescue it/ enable it to be sold. They act in the interests of creditors to achieve a better result than winding up. Administration prevents proceedings or the continuance of proceedings against hte company. Ways to appoint an administrator 1.​ Court appointment: By the court, qualifying floating charge holders and any others entitled to appoint a receive must be notified. 2.​ Out of court appointment: By company/directors (can be OR or BR), the court, QFC holders, and any others entitled to appoint must be informed 3.​ Out of court appointment: By QFC holder, QFC holder must notify other QFC holders with priority (registered before) and the charge must be enforceable. Then must file notice of appointment at court along with a statutory declaration confirming the lender is a QFC holder. A majority in value of creditors present and voting at a meeting convened by administrator must vote in favour of the proposals. If more than 50% of the value of the pool of unconnected creditors vote against it will not be passed. Administration ends after one year unless extended or ended earlier. -​ CVA - Company voluntary arrangement - compromise agreement between company and creditors Requires approval of -75% or more of value of companies creditors -50% or more of unconnected creditor Qualifying floating charge - empowers the administrator to appoint an administration / receiver. Rollover relief -CGT VAT -​ Registration is only possible for individual who makes taxable supplies and is compulsory over set income of 90k, combined between all their businesses. -​ Vat return must be submitted to hmrc and VAT paid within a month at the end of each quarter. Before that threshold you don't have to charge VAT. Accounts - limited companies Must be filed with companies house each financial year ,criminal offences not to do so unless they are a small company. Small companies - Turnover of not more than 10.2m Balance sheet of no more than 5.1m Not more than 50 employees. Connceted person - For SPTs= Family : spouse,civil partner, romantic partner in an enduring relationship, children, stepchildren, parents and children of romantic partners but not brothers, grandparents, uncles, nieces etc Body corporate - director and person connected with the director who own at least 20% of the companies voting shares. Associates - for purpose of individual insolvency Relatives - Siblings,grandparents,children,uncle,aunt,nephew. Basically everyone. Spouse or civil partner and their relatives spouses/civil partners- of relatives or of spouse /civil partners relatives. Connected persons =for purpose of corporate insolvency - A director and his associates -employees or indivdiauls who hold significant influence or control over the company- one third of voting power or company acts under their direction. CGT EXEMPTIONS Annual exemption to CGT -3,000 from 2024. Cannot be rolled over in any way. Can be used first against capital gains where tax would be higher to reduce overall tax. Available to anyone who has not many any previous capital disposals. Business asset Disposal relief- Applies where there is a Qualifying business disposal Three types of transactions. 1. Sale or gift of the whole part of a business carried on as a sole trader or in partnership (ie both unincorporated) which has been owned for at least two years. 2. Sale or gift of shares in a Trading company that represent at least 5% of ordinary voting shares with a right to 5% of the profits. The individual is an employee or officer (does not say shareholder but could be shareholder officer) of the company and the conditions have been satisfied for at least two years. 3. The sale or gift of assets used by a trading company or partnership business but owned individually by the partner or shareholder. Qualifies if they are associated with another qualifying disposal and involved reducing their share in the business by at least 5%, assets must have been owned for at least three years and used by the business throughout last two years Gains from BADR taxed first and limited to a lifetime 1 million limit at 10% If applicable annual exemption can be used in conjunction as tax is being paid. Time limit first anniversary following the tax year of the disposal. Hold Over Relief- postpones payment of CGT until eventually disposal of Business Asset by recipient of GIFT( or at an undervalue). -​ If both parties agree the transferee agrees to take on transferors tax liability (other party must agree) -​ Claim Must be made within four years from the end of the tax year in which disposal was made. Business asset- those used in transferors trade, shares in a trading company not listed, shares in a trading company where the transferor owns at least 5% and assets owned by a shareholder and used in his personal company. Roll over relief on replacement of qualifying business assets - -Postpones payment of cgt until asset is sold. -where a qualifying business asset is sold and proceeds of sale are used to buy another qualifying business asset. Qualifying business assets- most business assets used in the trade, eg land and buildings. Also includes assets owned by shareholders but used by company, 5% voting shares required. -​ Company shares are not QBAs -​ Asset its replaced with doesn’t have to be the same thing -​ Claim must be made within 4 years. Deferral relief on reinvestment in EIS SHARES. Available to individual disposal of any assets by an individual, not just business assets, who then invested proceeds into Enterprise investment scheme shares. -​ Postpones payment until sale of shares Investors relief Ir can be used for gains made on the disposal of qualifying shares in unlisted trading companies.  -​ Qualifying shares = fully paid ordinary shares that were issued in return for cash from march 2016, must have been held for at least 3 years. -​ 10% rate applies ,limit of 10m. Roll over relief on incorporation of a business Can be used to postpone potential payment of CGT when an uncincorporated business becomes incorporated -​ Must be a business that is operating and making a profit -​ Only applies to the extent business is transferred in consideration of shares. Buyback of shares p198 Transfers between spouses Made at no gain or loss, liability to tax is deferred until eventual disposal