Standard documents

This letter, which should be addressed by the taxpayer to HMRC, contains an irrevocable election to disapply the no-disposal provisions when an earn-out right is received in (part) consideration for shares and the seller wants to include the value of the earn-out claim in the amount on which he is claiming entrepreneurs' relief.

This standard document is intended to be used in connection with a sale of a private company when the parties have agreed that the target company or a subsidiary of the target company will surrender losses to a group company of the seller for the accounting period or periods up to completion.

A standard form legal mortgage over a property (often referred to as a "legal charge") granted by an individual borrower in favour of an individual lender, securing monies that have been borrowed for the purpose of the borrower's business. Note: This standard document can only be used in the prescribed circumstances discussed in the integrated drafting notes as it has been drafted to bring it within one of the categories of exempt agreements for the purposes of the Consumer Credit Act 1974 (CCA 1974).  Any amendments should be discussed with a specialist in consumer credit since any alterations may take this mortgage outside the definition of exempt agreement.  This would mean that the lender would need a consumer credit licence and this mortgage would need to comply with the provisions of the CCA 1974 to be enforceable without a court order.  This mortgage is not drafted to be compliant with the CCA 1974.

Schedule containing tax covenant to be inserted in a share purchase agreement where the sellers are individuals. Care must be taken to ensure that (a) the definitions and interpretation provisions in this tax covenant conform (where necessary) with those in the share purchase agreement, and (b) that the definitions in the share purchase agreement conform with any undefined terms in this tax covenant.

A standard letter to be sent from a company to an employee as part of salary sacrifice arrangements.

A standard document application for assurance that the shares to be issued will satisfy the requirements of the seed enterprise investment scheme. Note: HMRC has published a template application for assurance. For further details, see Legal update, HMRC publishes EIS and SEIS advance assurance application.

Application to HMRC seeking its view under the non-statutory clearance procedure. Suitable for a company. This standard document was formerly known as Code of Practice 10: Letter to HM Revenue & Customs.

A standard document for an asset purchase agreement, the key agreement documenting the sale and purchase of a business. For the provisions to be inserted into the property schedule, see Standard document, Property schedule: asset purchase agreement. For a list of supplementary standard clauses to be used with this document, see Supplementary clauses: asset purchase agreement. PLC Corporate with thanks to David Day and Simon Howley, CMS Cameron McKenna for their comments. (Employment provisions by PLC Employment. Intellectual property provisions by PLC IPIT & Communications. Data protection provisions by Simon Jones, DLA Piper UK LLP. Pensions provisions by PLC Pensions, based on material originally contributed by Mayer Brown. Environmental provisions by PLC Environment.)

These tax warranties are a long form version for use with share purchase agreements if there has been little or no tax due diligence or if the due diligence has revealed a major cause for concern. They require a high degree of disclosure by the seller. For most deals, the Tax warranties: short form version may be more appropriate. Note: This resource is being reviewed in the light of the 2013 Budget. For more information, see  Legal update, 2013 Budget: key business tax announcements.

This standard document is a short form version of a shareholders' agreement, designed for use by several shareholders in a private limited company, where each shareholder is an individual and not a corporate body.

 A short-form, bilateral, secured or unsecured, sterling, term facility agreement (or loan agreement) between a director or shareholder (as lender) and the company (as borrower).  This standard document contains integrated drafting notes.

Please click on the "Open in Word" icon to open precedent stock transfer form. This form has been created using Microsoft Word and Microsoft Excel. Please type within the cells provided as typing beyond this may affect the formatting. For more information on when the form is needed and details on how to complete the form, see Practice note, Stock transfer form. We have updated the stock transfer form to include the new stamp duty exemption certificate which may be completed, where appropriate, in relation to transfers executed on or after 6 April 2012.

These short form tax warranties are an alternative to the standard long form tax warranties and require less disclosure on the part of the seller. They should be used in deals where there will be a tax covenant and due diligence has shown there to be good tax accounting records in place. The main purpose of the warranties is to bring to light areas in which past conduct (such as claims and elections) could have an impact on future tax liabilities.

The long-form tax covenant contains the tax indemnity that in most deals will be found in a Schedule of the share purchase agreement on a sale of private shares. It can be adapted for use with single or multiple sellers, and for corporate and individual sellers. Note: For guidance on how to adapt it, and how it can be amended to be used for either single or multiple sellers without a markup, using the tool bar in Word, see PLC Tax, Practice note, Tax covenant: long form: negotiating guide and Tax covenant: long form: drafting note. The long-form tax covenant is suitable for use with PLC standard-form share purchase agreements and with other share purchase agreements. A small number of common defined terms are used in the long-form tax covenant that do not appear among the definitions. It would be unusual for these terms to be defined in the tax covenant because they are almost always defined in the share purchase agreement. However, if the long-form tax covenant is used with a share purchase agreement that is not a PLC document, care should be taken to ensure that these terms are appropriately defined in the share purchase agreement and that the defined terms in the tax covenant do not duplicate the definitions in the share purchase agreement unless the term has a different meaning in the tax covenant.

This letter provides a format for an application for clearance under section 701 of the Income Tax Act 2007 and section 748 of the Corporation Tax Act 2010. For more information, see Practice note, Transactions in securities: tax anti-avoidance. This application assumes that the transaction has yet to take place. If clearance is sought for a completed transaction, the letter will need to be amended accordingly. It also assumes that the applicant seeks HMRC's confirmation that the transaction in securities has no tax avoidance purpose or object. If confirmation is sought that one or more of the other requirements for HMRC to counter a tax advantage is not satisfied, the letter will need to be amended.

This is a briefing note for employers to explain the tax treatment of subsistence expenses.

A tax covenant for use in the purchase of a non-UK tax resident target company with Standard documents, Share purchase agreement: international acquisitions and International tax warranties. Counsel in the target's country of tax residence should review the tax covenant. For a guide to the tax covenant, see Practice note, International tax covenant: negotiating guide.

A form of application (with drafting notes) for clearance of a reconstruction under sections 138 and 139(5) of the Taxation of Chargeable Gains Act 1992 and section 831(2) of the Corporation Tax Act 2009. It should be read in conjunction with Practice notes, Schemes of reconstruction: tax and Tax clearances: exchange of securities and reconstructions. The application caters for one transferor company and up to two transferee companies (in other words, a three-cornered demerger). For transactions involving different numbers of parties, the application should be adapted.

Provisions to be inserted in an asset purchase agreement or a sale contract of commercial property where a joint capital allowances election is to be made by the buyer and the seller to fix the amount paid for fixtures where that amount is part of a larger sum paid for an interest in land and buildings.  To be used in conjunction with Standard document, Asset purchase agreement and contracts for sale of commercial property.

A briefing note for employers and HR professionals on common issues to consider arising from various tax changes for high income employees that took effect from April 2009 to April 2011.