UK group reorganisations
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.
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.
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.
Intercompany agreements for transfer pricing compliance
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.Start Questionnaire Now
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.Start Questionnaire Now
As for the questionnaire above, but produces a bilingual agreement (English and Chinese). (Professional translations into other languages are available upon request.)Start Questionnaire Now
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.
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.Start Questionnaire Now
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.Start Questionnaire Now
For term loans, revolving credit facilities and overdraft facilities which are unsecured, unsubordinated and for a single currency.Start Questionnaire Now
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.
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:
- 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.
- You receive tailored documents(s), based on the information you have provided. Each document is provided in Microsoft Word format and is fully editable.