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.

Sample process letter to be issued by the seller to prospective bidders in an auction sale.  This letter will accompany the information memorandum.

A put option agreement over shares of a private limited company. This option agreement may be used when an existing shareholder is granted a right (but not an obligation) to sell shares for a specific period and at a specific price or at a price to be calculated in accordance with a pre-agreed formula.

Outline board minutes of a corporate buyer approving exchange of an agreement for the acquisition of the entire issued share capital of a private limited company, where there will be an interval between exchange and completion. These board minutes also contain optional minutes for the consideration and approval of a Class 1 circular if the buyer is listed and the proposed acquisition is a Class 1 transaction under the Listing Rules.

A deed guaranteeing and indemnifying the obligations of a corporate seller under the Standard document, Share purchase agreement: multiple individual sellers: non simultaneous exchange and completion. It is envisaged (although not required) that the guarantor will be the parent company of the seller.

Outline board minutes for use by the target company at completion of a share purchase transaction. These minutes can also be adapted for use by any subsidiaries of the target company.

An escrow instruction letter for use in connection with a share purchase agreement. It sets out the joint instructions from the buyer and sellers to their respective solicitors, in relation to the operation of an escrow account for the purpose of holding sums retained from deferred consideration pending the resolution of outstanding warranty or indemnity claims under the share purchase agreement.

A long form confidentiality agreement (also known as a non-disclosure agreement) for use in connection with a proposed sale of the business and assets of an English company, where both the buyer and seller are companies incorporated in England and Wales.

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 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.

An actuary's letter sets out the actuarial basis on which the transfer amount will be calculated and usually takes the form of a letter from the seller's actuary to the buyer's actuary which is annexed to the pensions schedule of an asset purchase agreement or a share purchase agreement where a bulk transfer is made on the sale of a part of a group of companies.

Standard form letter to be used for the adjudication of stamp duty in respect of stock transfer forms where the consideration is other than just cash. It should be used in conjunction with Stamp duty adjudication letter for the acquisition of shares: drafting note.

Joint election under section 171A of TCGA 1992 reallocating to another group company a gain or loss on a disposal or notional disposal of an asset.  

Outline board minutes of a corporate seller approving the sale of the entire issued share capital of a private limited company and the execution of the related transaction documents, where exchange and completion will take place simultaneously.

Schedule containing tax covenant to be inserted either in a share purchase agreement or the PLC standard form share purchase agreement where the seller is a body corporate. If the share purchase agreement is not the PLC standard form document, care must be taken to ensure that (a) the definitions and interpretation provisions in this tax covenant conform with the definitions and interpretation provisions in the share purchase agreement, and (b) that the definitions in the share purchase agreement conform with any undefined terms in this tax covenant.

Outline board minutes of a committee of the board of directors of the seller to deal with the remaining formalities for completion of a share purchase agreement where there has been an interval between exchange and completion.

Standard document share purchase agreement for use in a cross-border private company acquisition where exchange and completion are not simultaneous. Includes full warranties and disclosure schedule. This document assumes that there is a single corporate buyer and a single corporate seller, and that the target company is wholly owned by the seller. This document has been adapted from PLC's UK version to provide a plain English, jurisdiction neutral starting point for local counsel to adapt for use in cross-border private company acquisitions.

Data room rules for use by the seller where either a company or assets are for sale by way of an auction process. For a form of data room rules to be used where access to the data room is to be via the internet, see Standard document, Website data room rules: acquisitions.

A loan note instrument constituting floating rate guaranteed loan notes. The loan notes are for issue by the buyer of company shares to the seller(s) of those shares as consideration for the share sale.

A long form legal due diligence information request for use in connection with the acquistion of the entire issued share capital of a private limited company.  Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a note heading to expand or minimise a note. See the Actions box in the righthand corner for additional viewing options. NOTE: To print the document without drafting notes ensure the "View document only" option is selected in the Actions box before the document is sent to print.

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 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.

These tax warranties are designed for a non-UK tax resident target company and should be reviewed by counsel in the target's country of tax residence.

A long form confidentiality agreement (also known as a non-disclosure agreement) for use in connection with a proposed sale of the entire issued share capital of a private company incorporated in England and Wales, where there is a single corporate buyer and multiple individual sellers. 

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.

An agreement for the sale and purchase of shares in a private company involving a single corporate seller, a single corporate buyer and a non-simultaneous exchange and completion. For a list of supplemental clauses which can be used in conjunction with this Standard document, see Practice note, A toolkit for private share acquisitions: Share purchase agreement: Standard clauses. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a note heading to expand or minimise the related note. See the Actions box in the righthand corner for additional viewing options. NOTE:  To print the document without drafting notes, ensure the "View document only" option is selected in the Actions box before sending the document to print.

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.

A standard form confirmation and waiver of claims for use by a seller in a share purchase transaction.

A letter of resignation by a director, acknowledging that there are no claims outstanding against the company. See also: Standard document, Letter of resignation (secretary)  

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.

A standard document for a long-form legal due diligence report in connection with an acquisition.

Joint election notionally transferring an asset to a group company under section 171A of TCGA 1992 for use in relation to gains and losses realised on or before 20 July 2009. No longer in use  

Outline board minutes of a corporate buyer approving the acquisition of the entire issued share capital of a private limited company and the execution of the related transaction documents, where exchange and completion will take place simultaneously. 

Joint election reallocating the degrouping gain or loss that accrues under section 179 of Taxation of Chargeable Gains Act 1992 when a company leaves a group holding an asset acquired intra-group in the previous six years. Note: Section 179A was repealed by Schedule 10 to the Finance Act 2011 with effect from 19 July 2011 in relation to degrouping charges arising on or after that date.  

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.

Form of data room rules for use by the seller where either a company or assets are for sale by way of an auction process, and when the data room is to be accessed via the internet. For a form of data room rules using a physical data room see Standard document, Data room rules: acquisitions.

A completion agenda for use in a share purchase transaction where both parties and the target company are incorporated in England and Wales, and the target company has no overseas subsidiaries.

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.