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GLOSSARY

Annual return definition

Published by a LexisNexis In-house Advisor expert

What does Annual return mean?

The total annual return on an investment which includes dividend payments and capital gains/losses. Not included are transaction costs and taxes. An obligatory return, submitted annually to the Registrar of Companies, detailing information about a company’s operations including business description, details of directors and company secretary, and share capital, etc.

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Establishing a share incentive plan (SIP) and granting SIP awards—all-encompassing resource pack

Establishing a share incentive plan (SIP) and granting SIP awards—all-encompassing resource pack For more general information on share incentive plans (SIPs), see Practice Note: What is a share incentive plan? Step Details of step Lexis®PSL resources required to implement step Timing of step 1 Determine whether the company qualifies to operate a SIP. The SIP regime is prescriptive and sets out numerous requirements that must be met at the time the awards are granted, including in relation to the company granting the awards. It is essential to establish whether the company whose shares are being granted under award qualifies to operate a SIP first. The proposed award holder(s) must also meet certain requirements in order to be granted SIP awards. For further detailed information on the SIP eligibility requirements relating to the company, see Practice Note: SIPs—qualifying companies and type of shares. For further detailed information on the SIP eligibility requirements relating to the employee, see Practice Note: SIPs—who can be granted an award? For a checklist...

Establishing a save as you earn (SAYE) scheme and granting SAYE options—all-encompassing resource pack

Establishing a save as you earn (SAYE) scheme and granting SAYE options—all-encompassing resource pack For more general information on save as you earn (SAYE) schemes, see Practice Note: How SAYE schemes work and key features. Step Details of step Lexis®PSL resources required to implement step Timing of step 1 Determine whether the company qualifies to operate an SAYE scheme The SAYE regime is prescriptive and sets out numerous requirements that must be met at the time the options are granted, including in relation to the company granting the options. It is essential to establish whether the company whose shares are being granted under option qualifies to operate an SAYE scheme first. The proposed option holders must also meet certain requirements in order to be granted SAYE options. For further detailed information on the SAYE eligibility requirements relating to the company, see Practice Note: SAYE—companies which qualify to operate an SAYE scheme. For further detailed information on the SAYE eligibility requirements relating to the employee, see Practice Note:...

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Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017—key information for businesses

Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017—key information for businesses The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), SI 2017/692 form part of the UK’s overall anti-money laundering (AML), counter-terrorist financing (CTF) and counter-proliferation financing regime, as amended. The MLR 2017 set administrative requirements which run parallel to the criminal element of the AML, CTF and counter-proliferation financing regime contained in the Proceeds of Crime Act 2002 (POCA 2002), the Terrorism Act 2000 (TA 2000) and various sanction measures. There is some overlap with this legislation. The MLR 2017 have been amended a number of times since coming into force in June 2017. This Practice Note reflects the amended MLR 2017. For more on POCA 2002, TA 2000 and counter-proliferation financing, see Practice Notes: Proceeds of Crime Act 2002, Counter-terrorist financing—key information for businesses and Counter-proliferation financing—CPF—the basics. Application The MLR 2017 apply to relevant persons acting in the course of...

Insolvency Practitioners’ duties under the PSC regime

Insolvency Practitioners’ duties under the PSC regime As part of the government’s ongoing drive to improve corporate transparency and tackle corruption, the UK became the first G20 country to establish a publicly accessible central registry aimed at showing who really pulls the strings behind UK companies. Effective from 6 April 2016, Part 21A of the Companies Act 2006 (CA 2006) requires most unlisted UK companies to maintain a register of its people having 'significant control' or 'PSCs'. The PSC regime applies to UK incorporated companies limited by shares or guarantee (including community interest companies), Limited Liability Partnerships (LLPs), unlimited companies, unregistered companies, companies listed on prescribed markets (such as AIM or the NEXExchange Growth Market), Societas Europaea (European public limited liability companies) and eligible Scottish partnerships (Scottish limited partnerships and Scottish qualifying general partnerships) (see Practice Note: PSC register for LLPs). CORONAVIRUS (COVID-19) IMPACT: This content is affected by the Companies etc (Filing Requirements) (Temporary Modifications) Regulations 2020, SI 2020/645, which came into force on 27 June 2020...

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Board minutes—approving the satisfaction of CSOP option exercises

Board minutes—approving the satisfaction of CSOP option exercises [insert name of company adopting the CSOP] (Company)—[insert Company number] Minutes of a meeting of the[ remuneration committee of the] board of directors of the Company held at [insert place of meeting] on [insert date of meeting] at [insert time of meeting]. Present [insert name of director to be Chair] (the Chair) [insert names of directors present] In attendance [insert names of those in attendance] Apologies [insert names of directors who are unable to attend meeting] 1 Notice and quorum [insert name of Chair] was appointed Chair of the meeting. It was reported that proper notice of the meeting had been given in accordance with the Company's articles of association (Articles) and that a quorum was present. Accordingly, the Chair declared the meeting open. 2 Purpose of meeting The Chair reported that the purpose of the meeting was to consider and, if thought fit, approve the issue and allotment of a total of [insert...

Note to company in relation to granting EMI options and maintaining the EMI qualifying status of the options

Note to company in relation to granting EMI options and maintaining the EMI qualifying status of the options [Insert name of company granting EMI options] (Company) Enterprise Management Incentives Scheme (EMI Scheme)—adopting the EMI Scheme and granting the options—next steps GRANT OF OPTIONS Following the passing of the relevant shareholder and/or board resolutions adopting the EMI Scheme and approving the grant of EMI options, the option agreements need to be signed and witnessed by the relevant option holders and signed on behalf of the Company by [two directors or a director and a company secretary OR a director in the presence of a witness]. Where different from the Company, the option agreements also need to be signed by the grantor of the EMI options. Once signed and witnessed by the relevant parties, the option agreements must be dated. The date should be the date on which the final party executes the option agreement. Once the option agreements have been executed, the original should be retained...

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Dispute Resolution weekly highlights—17 April 2025

This week's edition of Dispute Resolution weekly highlights includes: analysis of a number of key DR developments and key judicial decisions including the Courts and Tribunals Judiciary’s updated guidance on the use of artificial intelligence and the Court of Appeal decision in Astrazeneca AB v Glenmark Pharmaceuticals Europe Ltd (interim and final injunctions); dates for your diary; details of our most recently published content; and other information of general interest to dispute resolution practitioners.

Private Client weekly highlights—19 May 2022

This week’s edition of Private Client highlights includes: (1) The Financial Conduct Authority’s consultation paper CP22/9 on the expansion of the Dormant Assets Scheme; (2) Beard v HMRC, a decision of the First Tier Tax Tribunal which held that distributions paid by a Jersey company out of share premium were dividends of an income nature for UK tax purposes; (3) Analysis of Middleton v Middleton Enterprises (Holdings) Ltd, in which the court held that a series of interest-free loan agreements between a company’s shareholders and the company could be set aside for mistake under the equitable principles applicable to voluntary dispositions as set out in Pitt v Holt; (4) Analysis of Re Cooper deceased (probate) (Cooper (a child) v Chapman, in which the High Court admitted a missing Will to probate; (5) A Taxpayer v HMRC, the first case to consider the exceptional circumstances exemption in the statutory residence test, and (6) In the matter of the estate of Sheikh Saoud Mohamed A A Al Thani (deceased), a decision of...

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