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Key UK tax considerations for returning value to shareholders—comparative table

Key UK tax considerations for returning value to shareholders—comparative table The table below sets out different methods by which a company can return value to shareholders and summarises the key UK tax considerations relevant to each structure. In all cases, it is assumed that: • the company returning value is UK incorporated and tax resident • if the shareholder is a company, the shareholder is UK resident • if the shareholder is an individual, the individual has not claimed the remittance basis of taxation for periods prior to 6 April 2025 and is not taxed pursuant to the foreign income and gains regime, the temporary repatriation facility or other post-6 April 2025 transitional rules (for which see, Practice Notes: The abolition of the remittance basis of taxation from 2025–26, Foreign income and gains regime from 6 April 2025 and Temporary repatriation facility—FAQs) • the shareholder does not hold shares in the company as a nominee or trustee for any other person, and • the shareholder holds the shares as an...

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Issue of redeemable shares

Issue of redeemable shares A limited company having a share capital may issue redeemable shares. Redeemable shares are a statutory concept contained in the Companies Act 2006 (CA 2006), which includes detailed provisions relating to the terms, manner, financing and timing of their redemption. A redemption of shares by a limited company having a share capital will be void unless it is carried out in accordance with CA 2006, Pt 18 (CA 2006, ss 658–737), which sets out the statutory framework within which a limited company is permitted to acquire its own shares. In addition, if such a company purports to redeem shares without complying with CA 2006, Pt 18, an offence is committed by the company and every one of its officers in default. A person guilty of such an offence is liable: • on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both), or • on summary conviction in England and Wales, to imprisonment for a term not...

SAYE—companies which qualify to operate an SAYE scheme

SAYE—companies which qualify to operate an SAYE scheme This Practice Note covers the following topics: • the law governing eligibility for companies to operate a save as you earn (SAYE) scheme • requirements and timing • the aims of the SAYE legislation • the legislative requirements for shares under SAYE schemes, including: ◦ requirement for shares to form part of ordinary share capital ◦ issues for group companies ◦ issues for a company which is controlled by another company ◦ issues for a company which is owned or controlled by a consortium ◦ issues for a company which is controlled by an unlisted company ◦ issues for jointly owned companies ◦ when is a company listed on a recognized stock exchange? ◦ fully paid up and redeemable shares, and ◦ requirements if there is more than one class of ordinary shares • checks and declarations regarding the shares, and • references to shares in the SAYE scheme For further information on SAYE schemes generally, see Practice Note:...

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Gazette notice of payment out of capital for a redemption of shares

Gazette notice of payment out of capital for a redemption of shares Company number: [insert number] [insert company name] Limited (the Company) Payment out of capital for redemption of shares in the company Notice is hereby given by the Company, pursuant to section 719 of the Companies Act 2006, that: • on [insert date] the Company’s shareholders approved a payment out of capital in accordance with section 716 of the Companies Act 2006 for the purpose of the Company redeeming [insert number of shares] [redeemable] shares of £[insert nominal amount] each

Ireland—Constitution—private company limited by shares

Ireland—Constitution—private company limited by shares Companies Act 2014 Form of Constitution of Private Company Limited by Shares of [Insert company name] Limited PRELIMINARY 1 The name of the Company is: [insert company name] Limited (the “Company”) 2 The Company is a private Company limited by shares, registered under Part 2 of the Companies Act 2014 (the “Act”). 3 The liability of the members is limited. A private limited company (LTD) is not required to have an authorised share capital, however this can be inserted if required. We have left this option in square brackets however most newly incorporated LTDs have dispensed with authorised share capital. A Ordinary and B Ordinary Shares included for illustration purposes. 4 The share capital of the Company is [€[insert amount]] divided into [insert number] A Ordinary Shares of €[insert amount] each and B ordinary shares of €[insert amount] each. SUPPLEMENTAL REGULATIONS Interpretation and general An optional provision holding that post-incorporation, subsequent directors may be appointed by members in a general meeting. This is...