| Form 1.5 - Nominee's statement of opinion pursuant to paragraph 6(2) of Schedule A1 to the Insolvency Act 1986 Click below for the Word version of form 1.5 (nominee's statement of opinion pursuant to paragraph 6(2) of Schedule A1 to the Insolvency Act 1986), under rules 1.38 and 1.39 of the Insolvency Rules 1986. The form was published in the Insolvency (Amendment) (No. 2) Rules 2002 (SI 2002/2712). |
| Intra-group licence of intellectual property rights A specimen licence of intellectual property (IP) rights. The licence, often referred to as an inter-company IP licence, is most likely to be used in the context of a group reorganisation. |
| Loan agreement: intra-group reorganisations A standard document for use in an intra-group asset or share sale where part or all of the consideration is to be left outstanding as a debt on inter-company loan account. The standard document is intended for use in conjunction with Standard document, Asset purchase agreement: intra-group reorganisations and Standard document, Share purchase agreement: intra-group reorganisations to evidence the buyer's indebtedness to the seller and set out the terms on which the seller may require payment. |
| Statutory demerger clearance application A form of application (with drafting notes) for clearance under section 1091 of the Corporation Tax Act 2010 that a distribution is an exempt distribution. It should be read in conjunction with Practice note, Statutory demergers: tax. |
| Section 42 application for stamp duty relief on the transfer of shares: statement and covering letter Precedent covering letter to be used when making an application under section 42 Finance Act 1930 (as amended) for relief from stamp duty on the transfer of shares and precedent statements in connection with such application under section 42. |
| Notice of change of control: share purchases: intra-group reorganisations A letter requesting consent to a change of control which may be sent to relevant third parties by the affected party.This document may be adapted for use as a simple notice to be given for information purposes. |
| Share purchase agreement: intra-group reorganisations A standard document for the intra-group sale and purchase of a private company's shares. This standard document is a short form agreement intended for use in an intra-group share purchase transaction. It does not provide the parties with the detailed protections afforded by a long form share purchase agreement drafted on an arm's length basis. |
| Notice to employees of change of employer: asset purchases: intra-group reorganisations A letter to be sent to employees following a change of employer as a result of the Transfer of Undertakings (Protection of Employment) Regulations 2006 in connection with an intra-group reorganisation. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Asset purchase agreement: intra-group reorganisations A standard document for an intra-group sale and purchase of assets. This standard document is a short form agreement intended for use in an intra-group asset purchase transaction. It does not provide the parties with the detailed protections afforded by a long form asset purchase agreement drafted on an arm's length basis. |
| Board minutes of the buyer: asset purchases: intra-group reorganisations Outline board minutes of the buyer to approve an intra-group asset purchase agreement and other documents to be entered into in connection with an intra-group reorganisation. These minutes are prepared on the basis that completion is not subject to any conditions and that exchange and completion are simultaneous. |
| Notice of assignment: asset purchases: intra-group reorganisations A notice to be sent to the other party following the assignment of the benefit of a contract between group companies in connection with an intra-group asset sale. The notice includes an optional retrospective request for the other party's consent to the assignment. See Standard document, Request for consent to assignment: asset purchases: intra-group reorganisations where the group wants to obtain the other party's consent to the assignment before completion of the asset sale. |
| Board minutes of the target at completion: share purchases: intra-group reorganisations Outline board minutes of the target company to approve the transfer of its shares and other documents in connection with an intra-group reorganisation. |
| Transitional services agreement: intra-group reorganisations A transitional services agreement for use following an intra-group asset sale that takes place as part of a group reorganisation. |
| Application to HMRC under the non-statutory clearance procedure 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. |
| Request for consent to assignment: asset purchases: intra-group reorganisations A request for consent to the assignment of a contract in connection with an intra-group asset sale. |
| Intra-group assignment of intellectual property rights A standard document for an intra-group assignment of intellectual property (IP) rights. This document is sometimes referred to as an inter-company transfer of IP rights, but is most likely to be used in the context of a group reorganisation. |
| Board minutes of the seller: share purchases: intra-group reorganisations Outline board minutes of the seller to approve an intra-group share purchase agreement and other documents to be entered into in connection with an intra-group reorganisation. These minutes assume that completion is not subject to any conditions and that exchange and completion are simultaneous. |
| Section 138 of the Taxation of Chargeable Gains Act 1992 clearance application A form of application for clearance under section 138 of the Taxation of Chargeable Gains Act 1992 for a transaction under section 135 (and section 138A) of that Act. |
| Certificate of urgency for applications in insolvency proceedings The prescribed wording of the certificate of urgency, which is required under Practice Direction: Insolvency Proceedings (23 February 2012) (PDIP) where a party is making an urgent application to court in insolvency proceedings. The certificate is identical to the form included in paragraph 9.1 of PDIP. It should be adapted to the specific facts and circumstances, including the correct court headings. |
| Computer services agreement: skeleton An agreement between the parties to a business sale agreement relating to the computer system or information technology (IT) systems used by the business. |
| Novation letter agreement: asset purchases: intra-group reorganisations A short form novation letter agreement where the incoming party takes over the contract with retrospective effect. The standard document is intended for use when novating contracts in connection with an intra-group asset sale. |
| Shareholder resolutions to approve acquisitions, disposals and commercial agreements: intra-group reorganisations Examples of resolutions to approve acquisitions, disposals and commercial agreements that are being entered into on seemingly non-commercial terms, or where it is otherwise difficult to show that the transaction or agreement is in the company's best interests. If in the context of an intra-group reorganisation it is proposed that a group company enter into a transaction or agreement on seemingly non-commercial terms (for instance, that the group company sell assets for book value where this is less than their market value), the directors of that company may wish to obtain prior shareholder approval. |
| Transactions in securities: clearance application letter with drafting notes 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. |
| Board minutes of the buyer: share purchases: intra-group reorganisations Outline board minutes of the buyer to approve an intra-group share purchase agreement and other documents to be entered into in connection with an intra-group reorganisation. These minutes are prepared on the basis that completion is not subject to any conditions and that exchange and completion are simultaneous. |
| Deed of release (existing indebtedness or obligations): intra-group reorganisations A standard document for the release of existing indebtedness or obligations by way of consideration for an intra-group asset or share sale. The standard document is intended for use in conjunction with Standard document, Asset purchase agreement: intra-group reorganisations and Standard document, Share purchase agreement: intra-group reorganisations where part or all of the consideration is to be satisfied by the release and discharge of existing indebtedness or obligations of the seller to the buyer. |
| Scheme of reconstruction clearance application 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. |
| Board minutes of the seller: asset purchases: intra-group reorganisations Outline board minutes of the seller to approve an intra-group asset purchase agreement and other documents to be entered into in connection with an intra-group reorganisation. These minutes are prepared on the basis that completion is not subject to any conditions and that exchange and completion are simultaneous. |
| Section 138 of the Taxation of Chargeable Gains Act 1992 and section 701 of the Income Tax Act 2007: clearance application This document has been withdrawn. Use Standard document, Section 138 of the Taxation of Chargeable Gains Act 1992 clearance application for section 138 clearances. Use Standard document, Transactions in securities: clearance application letter with drafting notes for the purposes of applying for clearance under section 701 of the Income Tax Act 2007 (ITA 2007) or section 748 of the Corporation Tax Act 2010 (CTA 2010). For more information on the section 701, ITA 2007 and section 748, CTA 2010 clearance requirements, see Practice note, Transactions in Securities: tax anti-avoidance. |