Document automation tools for corporate structures

Each of the links below takes you to an online questionnaire, which collects the information required to produce legal documentation for projects of the relevant type. Subscription terms available on application. Contact us at info@lcnlegal.com for details.

UK company actions and group reorganisations

Free: Declaration of dividends and production of dividend vouchers

For the approval of a cash dividend by a private UK company limited by shares. The system generates the relevant resolutions and dividend vouchers.

It is suitable if:

  • The dividend is payable in Pounds Sterling
  • Each shareholder holds one class of shares only.
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Free: Share transfer form for transferring shares in a UK company

Includes the relevant stamp duty certificate, and provides for the countersignature of the share transfer form if the relevant shares are not fully paid up.

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Insertion of new UK holding company

For the creation of a suite of documents for inserting a new holding company by way of share exchange agreement. It is suitable for a scenario where:

  • the existing company is a UK private company limited by shares, with a single class of shares
  • the share capital of the existing company is fully paid up, and is not subject to any options, mortgages, charges or other encumbrances
  • the new holding company has been incorporated as a UK private limited company, with model articles
  • the new holding company has the same directors as the existing company
  • each of the shareholders on incorporation of the new holding company (subscribers) holds the same number and denomination of shares in the new holding company as she, he or it holds in the existing company.
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Solvency statement capital reduction for UK company

For the creation of a suite of legal documents for reducing a UK company’s share premium, capital redemption reserve or share capital, in each case using the solvency statement procedure. The documents created may also deal with the declaration of a cash dividend or distribution in kind, as well as the removal of the company by strike off (if desired).

It is suitable for a scenario where:

  • the relevant company is a UK private company limited by shares;
  • the company’s shares are denominated in Sterling;
  • the cash dividend (if applicable) is to be paid in Sterling;
  • all the company’s directors and shareholders consent to the proposed actions and are available to sign the relevant documents;
  • the company’s share capital is not subject to any options; and
  • there are no charges or contractual restrictions (including under the terms of loan facililties) which restrict the ability of the company or its shareholder(s) to implement the proposed actions.
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Hive down of assets by UK company to one or more wholly-owned UK subsidiaries

For the creation of a suite of legal documents for the hive down of assets by a UK company to one or more wholly-owned subsidiaries. This may be as a precursor to a liquidation demerger or a virtual demerger.

It is suitable for a scenario where:

  • each subsidiary has a single class of shares denominated in Sterling;
  • the consideration for the hive down to each subsidiary is the issue of new shares in that subsidiary;
  • all the company’s directors consent to the proposed actions;
  • each subsidiary’s share capital is not subject to any options; and
  • there are no charges or contractual restrictions (including any fixed charges over the assets being hived down) which restrict the ability of the company or the relevant subsidiary(ies) to implement the proposed actions.
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Intercompany agreements for transfer pricing compliance

Free scoping tool for intercompany agreements

This free tool identifies the key types of intercompany agreement which are likely to be required to support the transfer pricing policies of the relevant group.

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Business support services charged on a cost plus basis

For services such as:

  • central support services (including finance and accounting services, tax and legal services, HR management services, IT support services, etc.);
  • procurement services;
  • logistics services;
  • marketing services; and
  • R&D services,

where the relevant services are charged for on a cost plus basis.

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Business support services charged on a cost plus basis (bilingual English / Chinese)

As for the questionnaire above, but produces a bilingual agreement (English and Chinese). (Professional translations into other languages are available upon request.)

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Appointment of limited risk distributor or local sales entity

For scenarios where a ‘Principal’ (acting as entrepreneur) will appoint one or more ‘Local Sales Entities’ (or LSEs). Each LSE will:

  • sell goods, software or services (or a combination of the same);
  • act as principals (and not as agents) in relation to those sales; and
  • make payments to the Principal so as to achieve an overall compensation calculated on a TNMM basis.
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Intellectual property licence / royalty agreement

For the grant of licences, and entitlement to royalties, in relation to intangible assets such as trade marks, know-how, customer or user data, software, databases, patents, copyright works, designs and other intellectual property rights.

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Lead contractor / support services arrangement

For arrangements where different entities within a group may from time to time act as ‘lead contractor’ in the provision of services to third party clients or customers, and may subcontract other members of the group to provide support services in relation to those client or customer engagements.

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Loan agreement (term loan / revolving credit facility / overdraft facility)

For term loans, revolving credit facilities and overdraft facilities which are unsecured, unsubordinated and for a single currency.

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Loan note instrument

For the creation of an intercompany loan note instrument to document a controlled transaction.
It is suitable for a scenario where the debt is in the form of loan notes which are unsecured and transferable. The tool allows for the creation of a PIK note facility where required. Not suitable for deep discount bonds.

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DAC6 compliance

Free DAC6 preliminary assessment tool

This free tool consists of an online questionnaire which collects the relevant information regarding the ‘main benefit’ test and the applicable ‘hallmarks’, and applies the logic regarding the inter-relationship of the hallmarks and the main benefit test as prescribed by the DAC. The output is a Word document which contains a log of the responses made, as well as an executive summary of conclusions on reportability in the form of a ‘traffic light’ report.

Register for free to get started.

 

Additional transaction types are under development and will be released when available.

 

How LCN Legal’s document automation tools work

Our document automation tools involve 2 simple steps:

  1. Use the relevant link(s) on this page to access a simple online questionnaire that takes 5 to 10 minutes to complete, and collects the key details of the transactions involved.
  2. You receive tailored documents(s), based on the information you have provided. Each document is provided in Microsoft Word format and is fully editable.