Tag: United Kingdom

Cross Border & International Transactions

EU cross-border mergers | structuring to fall within the EU cross-border merger regime

Cross Border Mergers Parslows InternationalEU cross border mergers | structuring to fall within the EU cross-border merger regime

The United Kingdom Court of Appeal (“Court of Appeal”) has confirmed in a judgement (January 2018) that a company was entitled to use and benefit from the EU cross border mergers regime*  for its corporate reorganisation.  This is notwithstanding the fact that the only cross-border element was the inclusion of a dormant foreign entity which was in place solely to allow the UK structure to benefit from the cross-border rules.

The Court of Appeal looked at the purpose of the underlying EU directive dealing with the cross border merger regime.

It determined inter alia that the EU cross border regime exists in order to facilitate corporate freedom of establishment in any EU member country and the Courts should not be restricting this right.  The object of the law was to facilitate cross-border mergers “for whatever purpose”. The structure under scrutiny, was for a legitimate commercial objective and was structured in order to take advantage of the right to use the cross border merger regime. It found that there had been no abuse of rights in organising the transaction to fall within this regime.

If you require any further information, advice or assistance please contact our head of Cross Border & International Transactions, David Hill at david.hill@parslowsinternational.com

Cross Border & International Transactions

 


Main Contact|  David Hill

Head | Cross Border & International Transactions, Corporate/M&A


Please note that the information provided on this website is for general information purposes only and is designed to provide you with an outline of the legal services we offer.  Whilst we endeavour to ensure our information is correct and useful, we make no representations or warranties regarding the accuracy or completeness of the information offered.  Information on our website does not constitute legal advice and Parslows accepts no liability for any loss or damage arising out of, or in connection with, the information found in this website.  Please consult a lawyer in the event that you require professional assurance that our information, and your interpretation of the same, is correct. 

*Cross Border Mergers Directive 2005/56/EC, implemented in the United Kingdom through the Companies (Cross Border Mergers) Regulations 2007. These rules were consolidated in EU Directive 2017/1132.

Trust Foundations & Private Client

UK Trusts Register

UK Trusts Register Parslows InternationalTHE UK TRUSTS REGISTER

FACT SHEET

This fact sheet issued by Parslows International highlights some key aspects of the UK trusts register introduced into UK law by the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI No.2017/692).

 

What is it / when was it introduced?

 

A trust database operated by HMRC in the UK from July 2017

 

What does the UK Trusts Register do?  

 

  • Holds records on relevant trusts
  • Enables trust records to be submitted and updated

 

 

Who has to register / update trust records on the UK Trusts Register?

 

 

The trustee(s) of the trust

 

Which trusts does it apply to?  

 

  • UK trusts
  • Non-UK trusts with UK tax consequences (i.e. the trust incurs UK liabilities for income tax, CGT, non-resident CGT, IHT, SDLT or SDRT)

 

Deadline for initial registration:

 

[5 December 2017]

 

Deadline for supplying / updating required data:

 

31 January after the relevant tax year

 

What type of data must be provided?

 

 

  • Details of the trust / its assets
  • Details of persons involved with the trust

 

Required details of the trust:

 

 

 

 

  • Trust name
  • Date of establishment
  • Statement of account describing assets / asset values
  • Country of tax residence
  • Place of administration
  • Names of professional advisers (e.g. legal, financial, tax advisers)

 

Whose details are recorded?  

  • Settlor(s)
  • Trustees
  • Identified beneficiaries
  • Other persons exercising effective control over the trust (and nature of control)
  • Persons identified as potential beneficiaries (e.g. in a letter of wishes)

 

What personal information does it record?  

  • Name
  • Date of birth
  • National insurance number or Unique Tax Reference Number

For non-UK residents: passport ID number / identification card number

 

 

How to register / update trust records?

 

 

With HMRC via the Trust Register Service (TRS) online portal

 

 

What happens on registration?

 

A Unique Tax Reference Number is issued
Who can access the register?  

 

Law enforcement agencies (e.g. HMRC, Financial Conduct Authority, National Crime Agency, various UK police services and the Serious Fraud Office)

 

 

Implications of failing to comply?

 

 

Civil and / or criminal penalties

 

Regulatory reporting obligations and tax law can be complex with varying application depending on individual circumstances. You should seek professional advice from relevant practitioners to your particular circumstances. The information / opinions contained in this publication do not constitute professional advice.

For further information contact Mason Birbeck on 00 44 1534 630530 or email mason.birbeck@parslowsinternational.com

 

Trusts, Foundations & Private Wealth


Main Contact: Mason Birbeck

Head | Trusts & Private Wealth

 


Please note that the information provided on this website is for general information purposes only and is designed to provide you with an outline of the legal services we offer.  Whilst we endeavour to ensure our information is correct and useful, we make no representations or warranties regarding the accuracy or completeness of the information offered.  Information on our website does not constitute legal advice and Parslows International accepts no liability for any loss or damage arising out of, or in connection with, the information found in this website.  Please consult a lawyer in the event that you require professional assurance that our information, and your interpretation of the same, is correct. 
Trust Foundations & Private Client

Pensions | Jersey | Are Qrops Staging a Comeback? | Parslows International

Pensions | Jersey | Are Qrops Staging a Comeback?

In 2014, the UK government announced reforms that were described by some as a pensions ‘revolution’. Those reforms introduced ‘flexible drawdown’, relaxing long-standing restrictions on how, and from what age, pension savers could access their pension pots – meaning that retirees would no longer be forced to buy an annuity to fund their pensions which, in depressed economic times, often produced relatively poor returns for a lifetime’s saving.

The first phase of ‘flexible drawdown’ saw a reduction in size of the pension pot a retiree with a defined contribution pension needed before being entitled to draw a lump sum proportion. A year on, the 2015 UK budget saw the abolition of restrictions on what proportion could be taken as a lump sum, and, as an alternative to the annuity option, the choice of a freely accessible drawdown contract.

While not so fundamental, Jersey has seen similar reforms to its domestic pensions regime. Jersey’s pensions legislation is principally built into its primary tax legislation, the Income Tax (Jersey) Law 1961. In September 2014, an amendment to that law was passed paving the way for implementation of, among other pension-based reforms, the following changes:

  • The existing 30 per cent limit on tax-free lump sum withdrawals was retained – pensioners, however, have been given greater flexibility in the number of tranches by which that 30 per cent lump sum entitlement may be drawn.
  • The requirement that a person of retirement age retires before drawing a pension no longer applies.
  • And pension savers are now allowed to enter into a drawdown contract – attractive to those not wishing to secure their pension by way of an annuity – even if they have already received a tax-free lump sum from their pre-existing occupational pension scheme.

Crossing borders

As well as introducing domestic reforms, the amendment to Jersey’s tax legislation opened opportunities for Jersey’s international pensions offering, particularly in relation to Qualifying Recognised Overseas Pension Schemes (QROPS).

The UK’s QROPS regime enables accrued benefits in a UK pension to be transferred to a non-UK based scheme – where a UK employee is moving overseas, for example – without losing the tax breaks which HMRC affords to UK-registered pension plans. For a QROPS scheme to be ‘recognised’ it has to meet certain criteria laid down by HMRC.

Other international finance jurisdictions, Guernsey included, stole a march on Jersey with regard to accessing the ‘third-country QROPS’ market. In response, Jersey QROPS legislation was lodged for approval by the States in 2012. However, events intervened, as, around the same time, and in response to what it perceived as abuse of the QROPS regime, HMRC de-listed a swathe of self-certified QROPS schemes established in various jurisdictions, including Guernsey.

The third-country QROPS market survived nonetheless, and these latest amendments to Jersey’s pensions law may provide a shot in the arm for Jersey’s own QROPS offering.

The UK rules do not require a QROPS to be established in an individual’s new country of residence – so a QROP established in, say, Guernsey, could be used by a person moving from the UK to the other side of the world. Historically, however, Jersey QROPS were only permitted for Jersey residents. The recent changes to pensions law now allow Jersey residents to transfer their pensions to ‘equivalent’ schemes in other jurisdictions. A corollary to that is the ability for local service providers to now offer Jersey QROPS to non-Jersey residents, removing a significant impediment to promotion of Jersey as a QROPS-friendly jurisdiction.

The recent introduction of flexible drawdown in the UK from April 2015 also has implications for QROPS offerings in Jersey and elsewhere. Whether that will be positive is unclear. It remains somewhat uncertain whether or not HMRC’s principle that overseas scheme rules should mirror those in the UK will mean that QROPS will have to afford flexible drawdown with a similar age cap on accessing pension funds. For a number of jurisdictions offering QROPS, this would mean raising the current age limit provided for by their own legislation.

Certain jurisdictions, such as Malta, have already made legislative moves to align their pension regimes with those changes to the UK rules, and it may be that Jersey will have to follow suit.

Contact: Mason Birbeck

Please note that the information provided on this website is for general information purposes only and is designed to provide you with an outline of the legal services we offer.  Whilst we endeavour to ensure our information is correct and useful, we make no representations or warranties regarding the accuracy or completeness of the information offered.  Information on our website does not constitute legal advice and Parslows accepts no liability for any loss or damage arising out of, or in connection with, the information found in this website.  Please consult a lawyer in the event that you require professional assurance that our information, and your interpretation of the same, is correct.