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  1. E-quick package
  2. Economy package
  3. Premier package
  4. Deluxe package
If you are thinking about setting up a business, and need it done quickly and easily with no additional requirements, then this package is the perfect choice.
This package is a cheap and efficient way to begin business, and includes the provision of a registered office address in London for the duration of one year.
This package is a not expensive and efficient way to begin business, and includes the provision of a registered office address in London and a nominee secretary for the duration of one year.
This package is one of the most cost effective and the efficient way to start a UK company, which includes a registered office address in London, a nominee secretary, and a nominee director for the duration of one year.
E-quick*
£32.00
Economy
£82.00
Premier
£207.00
Deluxe
£557.00
Private company limited by shares
No Annual Charges
Private company limited by shares
Annual Fee From: £50.00
Private company limited by shares
Annual Fee From: £175.00
Private company limited by shares
Annual Fee From: £525.00
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Further information

Private Company Limited by Shares:

  • A private company limited by shares in England and Wales must have at least one director, one shareholder, and may have a secretary.

  • You need at least one person to form this type of company. If there is only one director, and that director is a natural person in your company, that director can also act as the secretary.

  • A company must have at least one director who is a natural person. This requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office.

  • You can register a sole director' company, if you are familiar with the secretaries duties and responsibilities, because all of them belongs to a sole director.

  • The directors and secretary of your company can also be shareholders.

  • The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director.

  • Under the Companies Act 2006, there is no restriction on any or all of the members/shareholders being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts).

  • There is no requirement for the officers of your company to be UK citizens or residents, nor for them to hold valid work permits.

  • Owning, or being an officer of a UK company does not, however, grant you any right to live or work in the UK if you are a foreign national.

  • Your company must have a registered office address within England or Wales; this is the official address of your company and will be on the public record as such.

  • Your company must hold its official company documents at its registered office address: its register of shareholders, and its constitutional documents.

  • So long as you maintain a registered office address in England or Wales, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.

  • Coddan offers company formation, ready-made company registration for UK limited companies. We offer electronic filing enterprises & registering corporation services. In addition to business registrations, we offer trademark registration, shareholder agreements, toll-free numbers, telephone answering, virtual office and company searches for UK limited companies. You are an accountant for whom company establishment is a frequent activity or an individual ordering your first company registrations. Start a company by incorporating or forming a LTD, PLC or LLP at Coddan. Learn about incorporation & how to incorporate your business online: register a business name, company registration, business registration numbers, company house web filing - business name registration check. Whether you start-up online, register London business or form a corporation Scotland, we can help you understand the business start-up process for filing LTD United Kingdom.
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    Incorporate or form an LLC – online: company registrar United Kingdom, limited company formations & corporation registration, electronically LLC online, very easy and informative. In addition to private companies Great Britain, we offer trademark registration, shareholder agreements, 0870 numbers, telephone answering, virtual office and company searches for English companies. Information to help start, grow or manage a small business. If you are starting a business Edinburgh or starting own business Northern Ireland, read our starting business Republic of Ireland guide. Home business and small business training and ideas site to help you start Belfast, grow, and expand a home-based business or search for the work at home job right. An outline of the general steps for incorporation in Great Britain, explaining how to incorporate your business Dublin, from choosing where to incorporate your business. UK ready-made company formation services and company registrations online, our offices keep a stock of ready made companies, and would be happy to supply details on request. We offer offshore ready-made companies in different jurisdictions, readymade offshore companies also called as offshore shelf companies, shelf off-shore companies for sale: starting applying for a business name, business name registration partnership, grants for starting a business and starting a business from home.
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    Open company same-day and offshore setting-up services using our online starting-up service for Limited Liability Company Offshore companies. Start enjoying the tax benefits and personal liability protection that forming a corporation or Limited Liability Company (LLC) provides. Offshore company incorporation, offshore checking and offshore saving accounts, offshore time deposits, offshore mutual funds, offshore money market accounts and offshore asset protection provided by Coddan. Company formations, limited company formations, electronic incorporations, company formation agents, paperless company registrar, electronic companies filing, United Kingdom limited company, setting corporation Ireland, business incorporation Scotland, open company England, London company registration, electronic companies filing, British companies registrars, business consultants, company law, public limited company, plc, international companies, ltd, inc, limited liability, enterprise, organization, organization, tax, taxation, England, firm, partnership, trade, profession, contractors, business, private limited company, limited by shares, ready-made companies, readymade company, aged company, off the shelf company, shelf companies list.
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    Specializes in company registration and secretarial services. Provides list of shelf company, services and cost quotation, business name registration, company house direct, starting a business - sole trader business registration.

    This is actually a pretty good reason to incorporate in Delaware or Nevada. In fact, you could be a foreigner from Lebanon, never setting foot on American soil, form a Delaware corporation and no one would know who you are! However, many states will require the owners and/or officers and/or directors information while operating in that state (as a foreign corp.). Besides, how many small businesses require anonymity? Incorporate, incorporation, incorporating, incorporation services, incorporating services, incorporate Wyoming business online, incorporating Oregon business, New York LLC formation, Louisiana limited liability corporation, Texas articles of incorporation, Florida company incorporation, California non profit corporation, corporate name search offshore, BVI corporate name availability, Seychelles corporate name registration.
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    Learn about incorporation services UK and incorporate London online: starting your own business, business ideas, starting a business on ebay or buying a business with legal requirements for starting a business. Online England company formations, online company London W1 formation, Glasgow formation agent, Liverpool formations agent, Scottish companies house, forming a company Scotland, starting a business Wales, form a limited company Oxford, United Kingdom business registration agents, online Great Britain company registration. E-Business, small business, business structures defined: the limited liability company business structures defined: the limited liability company IRS treatment of the one-member LLC. An LLC with only one member / owner is automatically considered to be a sole proprietorship unless an election is made to be treated as a corporation. Thus, the sole member of an LLC will file (Form 1040), (U.S. Individual Income Tax Return), ideas for starting a business, grants for starting a business, starting a business from home, starting your own business - business ideas, starting a business on ebay, buying a business: legal requirements for starting a business, ideas for starting a business.
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    A business may be conducted by a company as an entity in its own right and comes into existence by incorporation under companies legislation which also regulates the running of the company and sets out the duties of its officers. In recent years trading trusts have been commonly used as the structure for carrying on a business with their main objective of tax minimization. A trust requires a trustee to act on behalf of a trust and it has been preferable to have a company newly incorporated to act as the trustee as it is believed that this limits the liability of the trust to the paid-up capital of the Trustee Company. A trust is formed by a gift or settlement being made to the trustee on behalf of the, as yet unformed, trust. A solicitor draws up a Trust Deed setting out the powers and formalizing the administration of the trust. The trust has beneficiaries rather than shareholders as in a company, who are entitled to distributions of capital and/or income and these distributions, are controlled by the trustee.
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    The distribution made to beneficiaries are subject to income tax as part of their personal income and are liable for provisional tax on these distributions. Citizens and residents of other countries may incorporate in the United Kingdom through the standard incorporation procedures set forth by each state. Provides UK company formations, trademark registration, registered office facilities and company secretary services. Professional company formation, register your company online, we may establish new business at one day. An online guide to starting up and expanding your business.
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    This is one of our most popular packages with worldwide customers, and includes: -

  • EQUICK-4 zvezdy :-****
  • Pomeniat' sro4no. Eto economy4 zvezdy. -

  • ECooonooomyy-4 zvezdy :-****
  • Premier blablabla 4 zvezdy. -

  • premier-4 zvezdy;)
  • Our Deluxe package is a fast and easy option, it is ideal for the UK, EU, and international small to medium businesses who wish to appoint a nominee director and a nominee secretary in order to maintain the anonymity of the real owner, and it includes: -

  • Incorporation of your company from scratch using one of our registered office addresses in London, our nominee director and nominee secretary. We can appoint your own candidate(s) to the role of shareholder(s), or you can appoint a nominee sharholder provided by Coddan;
  • The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
  • The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
  • The government fee for incorporation is included in the price of this package;
    • The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
    • The provision of a nominee secretary for 12 months is included in the price of this package (our nominee secretary service is charged annually);
    • The provision of a nominee director for 12 months is also included in the price of this package (our nominee director service is charged annually);

    The following two hard bound copies of corporate documents, will be send by post to you upon formation of your private limited company: -

  • A laminated copy of the certificate of incorporation of your company;
  • A hard bound copy of the memorandum and articles of association;
  • A hard bound copy of the minutes of the first meeting of directors;
  • Share certificates, and your company register;
  • The general power of attorney signed by a nominee director;
  • Pre-signed, undated resignation letter from a nominee director;
  • The agreement for the provision of nominee service and indemnification of nominee.
  • 2 zdezda deluxe. -

  • 2 zdezda deluxe)
  • 3 zdezda deluxe. -

  • 3 zdezda deluxe
  • 4 zdezda deluxe -

  • 4444444
  • This is our most popular package with the UK residents, and includes: -

  • The registration of your company from scratch using your own registered office address, and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
  • The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
  • The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
  • The government fee for incorporation is included in the price of this package;
  • The following documents, which need to be printed and signed, will be e-mailed to you upon formation of your company: -

  • A certificate of incorporation (requires PDF file reader);
  • The memorandum & articles of association (requires PDF file reader);
  • The first meeting of the board of directors (requires PDF file reader);
  • Share certificates and a company register (requires PDF file reader).
  • *If you do not have an a valid address in the UK, which can be used as the registered office address for your company, please check our Economy package. The non-UK address cannot be acceptable as the office address for the UK company.

    This is our most popular package with the UK and EU residents, and includes: -

  • The registration your company from scratch using one of our registered office addresses, and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
  • The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
  • The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
  • The government fee for incorporation is included in the price of this package;
    • The provision of a registered office address for 12 months is also included in the price of this package (our registered office address service is charged annually);

    The following documents, which need to be printed and signed, will be e-mailed to you upon formation of your company: -

  • A certificate of incorporation (requires PDF file reader);
  • The memorandum & articles of association (requires PDF file reader);
  • The first meeting of the board of directors (requires PDF file reader);
  • Share certificates and a company register (requires PDF file reader).
  • This is another one very popular package with worldwide customers, and includes: -

  • The formation of a company limited by guarantee usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
  • The incorporation your BVI company limited by guarantee from scratch using our registered agent & registered office address, and appoint your own candidate to the role of a members;
  • The government and initiation fees for incorporation are included in the price of this package;
  • The search for a company name availability, confirmation, and reservation;
  • An original certificate of incorporation
  • A hard bound copy of the memorandum & articles of association
  • The preparation and submission of the memorandum and articles of association;
  • A local registered office address and a local registered agent for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
  • The provision of a nominee director for one year is also included in the price of this package (our nominee director service is charged annually);

  • To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
  • The following hard bound copy of corporate documents, will be posted to you upon formation of your company limited by guarantee: -

  • An original certificate of incorporation;
  • A hard bound copy of the memorandum and articles of association;
  • The minutes of the first meeting of the board of directors;
  • A completed register of directors and members;
  • An elegant printed membership certificates;
  • A pliers seal.
  • The general power of attorney signed by a nominee director (additional fee applies);
  • Pre-signed, undated resignation letter from a nominee director;
  • The agreement for the provision of a nominee service and indemnification of nominee.
  • This is our most popular package with international customers, and includes: -

  • The formation of a company limited by guarantee usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
  • The registration your BVI company limited by guarantee from scratch using our registered agent & registered office address, and appoint our own candidates to the role of a nominee director and a nominee member;
  • The government and initiation fees for incorporation are included in the price of this package;
  • The search for a company name availability, confirmation, and reservation;
  • The preparation and submission of the memorandum and articles of association;
  • A local registered office address and a local registered agent for one year are included in the price of this package (our registered agent & office address service are charged annually);
  • The provision of a nominee director for 12 months is included in the price of this package (our nominee director service is charged annually);
  • A completed register of directors and members
  • The provision of a nominee member for 12 months is also included in the price of this package (our nominee member service is charged annually);

  • To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
  • The following hard bound copy of corporate documents, will be posted to you upon formation of your company limited by guarantee: -

  • An original certificate of incorporation;
  • A hard bound copy of the memorandum and articles of association;
  • The minutes of the first meeting of the board of directors;
  • A completed register of directors and members;
  • An elegant printed membership certificates;
  • A pliers seal.
  • Pre-signed, undated letters of resignation from a nominee director and a nominee member;
  • A general power of attorney signed by a nominee director (additional fee applies);
  • A declaration of trust from a nominee member;
  • An indemnity letter for the power of attorney;
  • A nominee agreement which provides for the indemnification of the nominees.
  • This is another one of our most popular packages for small and medium size businesses, such as those being run by a sole director from home, and for companies owned by overseas residents who still need a local registered office address, but would rather not open a local office in the UK;

    This package is often chosen by such customers, who are looking to minimise a sole director' personal liability (and who are not quite familiar with the UK corporate legislation), because this package includes thye provision of a nominee secretary for 12 months. This package is also includes: -

  • The registration your company from scratch using one of our registered office addresses, and appoint your own candidates to the roles of director, and shareholder;
  • The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
  • The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
  • The government fee for incorporation is included in the price of this package;
    • The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
    • The provision of a nominee secretary for 12 months is also included in the price of this package (our nominee secretary service is charged annually);

    The following hard bound copy of the corporate documents, will be send by post to you, upon formation of your private limited company: -

  • A laminated copy of the certificate of incorporation of your company;
  • A hard bound copy of the memorandum and articles of association;
  • A hard bound copy of the minutes of the first meeting of directors;
  • Share certificates, and your company register.
  • This is another one very popular package with worldwide customers, and includes: -

  • The formation of a limited partnership usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
  • The incorporation your BVI offshore limited partnership from scratch using our registered agent & registered office address, and appoint your own candidate to the role of a general partner;
  • The government and initiation fees for registration are included in the price of this package;
  • The search for a limited partnership name availability, confirmation, and reservation;
  • The preparation and submission of the partnership agreement;
  • A local registered office address and a local registered agent for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
  • The provision of a nominee limited partner for one year is also included in the price of this package (our nominee limited partner service is charged annually);

  • To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
  • The following hard bound copy of corporate documents, will be posted to you upon formation of your offshore company: -

  • An original certificate of incorporation;
  • A hard bound copy of the partnership agreement;
  • The minutes of the first meeting of the board of partners;
  • A completed register of partners;
  • An elegant printed membership certificates;
  • A pliers seal;
  • The general power of attorney signed by a nominee limited partner (additional fee applies);
  • Pre-signed, undated resignation letter from a nominee limited partner;
  • The agreement for the provision of a nominee service and indemnification of nominee.
  • This is our most popular package with international customers, and includes: -

    This is our most popular package with international customers, and includes: -

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    Organization Structures Business, Incorporate Your Business Online, Incorporation Services at Affordable Prices, Learn About Incorporating and How to IncorporateSetting up a Business in United Kingdom, Incorporatin Business, Forming an LLC, Incorporate online in Delaware, Nevada, London, Florida, New YorkCompany UK Formation, Online UK Company Formation Agents, Plus a Wide Range of Ready-Made Companies Available and Vintage CompaniesWhat are the Advantages of Incorporation? You Can Now Form Your UK Limited Company Online Using Our Company Registration AgentHow Do I Get Started With the Registration Process? Company Formation & Registration of Offshore Companies Incorporation ServiceUK Limited Company Formation and Offshore Companies Incorporation Service, We Provide Online New Company Formations and Offshore Readymade CorporationSetting up a Business in United Kingdom, Cheap IBC Incorporation Offshore Anonymous Banking Internet Offshore Bank AccountUK Company Formation, Online Company Registration Agent Offering Same-Day Company Formation, Business BankingServices Include Companies Formation and Administration, Trademark, Intellectual Property, Company Search ServicesAn On-Line Resource to Setting-Up a Private Limited Company Without Hiring a Solicitor or Formation AgenStarting a Business Information, Advice and Information for Starting a New Business in the UK Including UK Business Start-UpHelp in Starting Up a Business Up-to-Date Advice and Strategies, Start Your Own Business and Gain Your Independence!Incorporate a Business in Any State, London, Glasgow, Form an LLC, Conduct a Trademark Search OnlineSmall Business Resources for Starting a Small Business, Small Business Marketing
    Finance Act 2000
    2000 Chapter 17 - continued
    SCHEDULE 8, EMPLOYEE SHARE OWNERSHIP PLANS - continued

    back to previous text
     
     PART XIII
     SUPPLEMENTARY PROVISIONS
     
    Company reconstructions
         115. - (1) This paragraph applies where there occurs in relation to any of the participant's plan shares ("the original holding")-
     
     
      (a) a transaction which results in a new holding being equated with the original holding for the purposes of capital gains tax, or
     
      (b) a transaction that would have that result but for the fact that what would be the new holding consists of or includes a qualifying corporate bond,
     other than a transaction within sub-paragraph (2).
     
          A transaction in relation to which this paragraph applies is referred to below as a "company reconstruction".
     
         (2) Where an issue of shares of any of the following descriptions (in respect of which a charge to income tax arises) is made as part of a company reconstruction, those shares shall be treated for the purposes of this paragraph as not forming part of the new holding-
     
     
      (a) redeemable shares or securities issued as mentioned in section 209(2)(c) of the Taxes Act 1988;
     
      (b) share capital issued in circumstances such that section 210(1) of that Act applies;
     
      (c) share capital to which section 249 of that Act applies.
         (3) In this paragraph-
     
     
      "corresponding shares", in relation to any new shares, means the shares in respect of which the new shares are issued or which the new shares otherwise represent;
     
      "new shares" means shares comprised in the new holding which were issued in respect of, or otherwise represent, shares comprised in the original holding;
     
      "original holding" has the meaning given by sub-paragraph (1).
         (4) Subject to the following provisions of this paragraph, in relation to an employee share ownership plan, references in this Schedule to a participant's plan shares shall be construed, after the time of the company reconstruction, as being or, as the case may be, as including references to any new shares.
     
         (5) For the purposes of this Schedule-
     
     
      (a) a company reconstruction shall be treated as not involving a disposal of shares comprised in the original holding,
     
      (b) the date on which any new shares are to be treated as having been awarded to the participant shall be that on which the corresponding shares were awarded,
     
      (c) the conditions in Part VIII shall be treated as fulfilled with respect to any new shares if they were (or were treated as) fulfilled with respect to the corresponding shares, and
     
      (d) the provisions of Part X (income tax) and Part XI (capital gains tax) shall apply in relation to the new shares as they would have applied to the corresponding shares.
         Where the corresponding shares were dividend shares, the reference in paragraph (b) to the shares being awarded shall be read as a reference to the shares being acquired on behalf of the participant.
     
         (6) Sub-paragraphs (4) and (5) are subject to paragraph 116 (treatment of shares acquired under rights issue).
     
         (7) For the purposes of this Schedule if, as part of a company reconstruction, trustees become entitled to a capital receipt, their entitlement to the capital receipt shall be taken to arise before the new holding comes into being.
     
         (8) In the context of a new holding, any reference in this Schedule to shares includes securities and rights of any description which form part of the new holding for the purposes of Chapter II of Part IV of the Taxation of Chargeable Gains Act 1992.
     
     
    Treatment of shares acquired under rights issue
         116. - (1) Where the trustees exercise rights under a rights issue conferred in respect of a participant's plan shares, any shares or securities or rights allotted as a result shall be treated for the purposes of this Schedule as if they were plan shares-
     
     
      (a) identical to the shares in respect of which the rights were conferred, and
     
      (b) appropriated to, or acquired on behalf of, the participant under the plan in the same way and at the same time as those shares.
          This is subject to sub-paragraphs (2) to (4).
     
         (2) Where the funds used by the trustees to exercise rights under a rights issue are provided otherwise than by virtue of the exercise by the trustees of their powers under paragraph 72 (power of trustees to raise funds to subscribe for rights issue)-
     
     
      (a) any shares, securities or rights allotted are not plan shares, and
     
      (b) sections 127 to 130 of the Taxation of Chargeable Gains Act 1992 shall not apply in relation to them.
         (3) Sub-paragraph (1) does not apply in relation to rights arising under a rights issue unless similar rights are conferred in respect of all ordinary shares in the company.
     
         (4) Where sub-paragraph (1) does not apply by virtue of sub-paragraph (3)-
     
     
      (a) any shares, securities or rights allotted are not plan shares, and
     
      (b) sections 127 to 130 of the Taxation of Chargeable Gains Act 1992 shall not apply in relation to them.
         (5) In this paragraph references to rights arising under a rights issue are to be construed in accordance with paragraph 72(2).
     
     
    Power to require information
         117. - (1) The Inland Revenue may by notice require any person to provide them with such information as they reasonably require for the performance of their functions under this Schedule and as the person to whom the notice is addressed has or can reasonably obtain.
     
         (2) The power conferred by this paragraph extends, in particular, to-
     
     
      (a) information to enable the Inland Revenue-
     
        (i) to decide whether to approve an employee share ownership plan or withdraw an approval already given, or
     
        (ii) to determine the liability to tax, including capital gains tax, of any person who has participated in a plan; and
     
      (b) information about the administration of a plan and any proposed alteration of the terms of a plan.
         (3) The notice must require the information to be provided within a specified time, which must not be less than three months.
     
         (4) In section 98 of the Taxes Management Act 1970 (penalties in connection with returns, etc.), in the first column of the table, after the final entry insert-
     
     
        " paragraph 117 of Schedule 8 to the Finance Act 2000".
     
     
    Withdrawal of approval
         118. - (1) If any disqualifying event occurs in relation to an approved employee share ownership plan, the Inland Revenue may by notice to the company withdraw the approval with effect from the time at which the disqualifying event occurred or such later time as the Inland Revenue may specify.
     
         (2) The following are disqualifying events-
     
     
      (a) a contravention in relation to the operation of the plan of any of the requirements of this Schedule, the plan itself or the plan trust;
     
      (b) any alteration being made in a key feature of the plan, or in the terms of the plan trust, without the approval of the Inland Revenue;
     
      (c) if the plan provides for performance allowances in accordance with paragraph 30 (method two), the setting, in respect of an award of shares, of performance targets that, at the time they are set in accordance with the plan, cannot reasonably be viewed as being comparable;
     
      (d) any alteration being made in the share capital of the company whose shares are the subject of the plan, or in the rights attaching to any shares of that company, that materially affects the value of participants' plan shares;
     
      (e) shares of a class of which shares have been awarded to participants receiving different treatment in any respect from the other shares of that class;
     
      (f) the trustees, the company or, in the case of a group plan, a company which is or has been a participating company failing to furnish any information which they are or it is required to furnish under paragraph 117.
         (3) For the purposes of sub-paragraph (2)(b)-
     
     
      (a) an alteration is an alteration of a "key feature" of the plan if it relates to a provision that is necessary in order to meet the requirements of this Schedule; and
     
      (b) the Inland Revenue shall not withhold their approval unless it appears to them that the plan as proposed to be altered would not now be approved on an application under paragraph 4.
         (4) For the purposes of sub-paragraph (2)(c) performance targets are comparable if they are comparable in terms of the likelihood of their being met by the performance units to which they apply.
     
         (5) Sub-paragraph (2)(e) applies, in particular, to different treatment in respect of-
     
     
      (a) the dividend payable;
     
      (b) repayment;
     
      (c) the restrictions attaching to the shares; or
     
      (d) any offer of substituted or additional shares, securities or rights of any description in respect of the shares.
         This is subject to sub-paragraph (6).
     
         (6) Sub-paragraph (2)(e) does not apply-
     
     
      (a) where the difference in treatment arises from-
     
        (i) a key feature of the plan, or
     
        (ii) any of the participants' shares being subject to provision for forfeiture, or
     
      (b) on the ground only that shares which have been newly issued receive, in respect of dividends payable with respect to a period beginning before the date on which they were issued, treatment less favourable than that accorded to shares issued before that date.
         (7) The withdrawal of approval of an employee share ownership plan does not affect the operation of this Schedule in relation to shares awarded to participants in the plan before the time with effect from which approval was withdrawn.
     
         References in this Schedule to an approved employee share ownership plan in relation to such shares are to a plan that was approved at the time the shares were awarded.
     
     
    Appeal against withdrawal of approval
         119. - (1) The company may appeal against a decision of the Inland Revenue-
     
     
      (a) to withdraw approval of an employee share ownership plan, or
     
      (b) to give a direction under paragraph 113 (withdrawal of corporation tax deductions on withdrawal of approval), or
     
      (c) to refuse approval under paragraph 118(2)(b) (approval of alteration of plan or plan trust).
         (2) The appeal lies to the Special Commissioners.
     
         (3) Notice of appeal must be given to the Inland Revenue within 30 days after notice of their decision is given to the company.
     
     
    Termination of plan
         120. - (1) The plan may provide for the company to issue a plan termination notice in respect of the plan in such circumstances as are specified in the plan.
     
         (2) The plan must provide that, where a plan termination notice is issued, a copy of the notice is to be given, without delay, to-
     
     
      (a) the Inland Revenue,
     
      (b) the trustees, and
     
      (c) each individual-
     
        (i) who has plan shares, or
     
        (ii) who has entered a partnership share agreement which was in force immediately before the notice was issued.
     
    Effect of plan termination notice
         121. - (1) This paragraph applies where the company has issued a plan termination notice under paragraph 120.
     
         (2) No further shares may be awarded to individuals under the plan.
     
         (3) The trustees must remove the plan shares from the plan as soon as practicable after-
     
     
      (a) the end of the notice period, or
     
      (b) if later, the first date on which the shares may be removed from the plan without giving rise to a charge to income tax under Part X of this Schedule on the participant on whose behalf they are held.
         Paragraph 46 (repayment of partnership share money) and paragraph 58(2) (cash dividend paid over if not reinvested) provide for the payment to employees of money held on their behalf.
     
         (4) In sub-paragraph (3) "the notice period" means the period of three months beginning with the date on which the requirements imposed by the plan in accordance with paragraph 120(2) (copy of termination notice to Inland Revenue, participants etc.) are met in respect of the plan termination notice.
     
         (5) The trustees may remove the participant's shares from the plan at an earlier date with the participant's consent.
     
         (6) Any consent given by the participant before he receives a copy of the plan termination notice shall be disregarded for this purpose.
     
         (7) The trustees must as soon as practicable after the plan termination notice is issued pay to an individual any money held on his behalf.
     
         (8) In this paragraph references to the trustees removing the plan shares from the plan are to their-
     
     
      (a) transferring the shares to the participant on behalf of whom they are held, or to another person, at his direction, or
     
      (b) disposing of the shares and accounting (or holding themselves ready to account) for the proceeds to the participant or to another person at his direction.
         (9) Where the participant has died, the references in sub-paragraph (8) to the participant shall be read as references to his personal representatives.
     
     
    Meaning of shares being withdrawn from or ceasing to be subject to plan
         122. - (1) For the purposes of this Schedule shares are withdrawn from the plan when-
     
     
      (a) they are transferred by the trustees to the participant, or another person, on the direction of the participant,
     
      (b) the participant assigns, charges or otherwise disposes of his beneficial interest in the shares, or
     
      (c) they are disposed of by the trustees, on the direction of the participant, in circumstances where the trustees account (or hold themselves ready to account) for the proceeds to the participant or to another person.
         (2) Where the participant has died, the references in sub-paragraph (1) to the participant shall be read as references to his personal representatives.
     
         (3) For the purposes of this Schedule plan shares cease to be subject to the plan when-
     
     
      (a) they are withdrawn from the plan,
     
      (b) the participant to whom the shares were awarded ceases to be in relevant employment at a time when the shares are subject to the plan, or
     
      (c) the trustees dispose of the shares under provision made in accordance with paragraph 73 (meeting PAYE obligations).
         (4) Where an individual participates in an award of partnership shares, if he ceases to be in relevant employment at any time during the acquisition period relating to that award, he shall be treated for the purposes of sub-paragraphs (3) and (7) as ceasing to be in such employment immediately after the shares are awarded to him.
     
         (5) In sub-paragraph (4) "the acquisition period" in relation to an award means-
     
     
      (a) where there was no accumulation period, the period beginning with the deduction of the partnership share money and ending with the acquisition date (within the meaning of paragraph 40(2)); and
     
      (b) where there was an accumulation period, the period beginning with the end of that period and ending immediately before the acquisition date (within the meaning of paragraph 42(3)).
         (6) For the purposes of determining the charge to income tax (if any) arising on any of the participant's shares ceasing to be subject to the plan-
     
     
      (a) shares shall be taken to cease to be subject to the plan in the order in which they were awarded to the participant under the plan,
     
      (b) where shares are awarded to the participant on the same day, the shares shall be treated as ceasing to be subject to the plan in the order which gives rise to the lowest charge to income tax on the participant.
         (7) Where a participant ceases to be in relevant employment his plan shares shall be treated as ceasing to be subject to the plan on the date of leaving.
     
     
    Meaning of participant ceasing to be in relevant employment
         123. - (1) This paragraph explains what is meant by a participant ceasing to be in relevant employment.
     
         (2) Relevant employment means employment by the company or any associated company.
     
         (3) A participant does not cease to be in relevant employment if he remains in the employment of the company or any associated company.
     
     
    Exercise of functions conferred on "the Inland Revenue"
         124. References in this Schedule to "the Inland Revenue" are to any officer of the Board.
     
     
    Determination of market value
         125. - (1) For the purposes of this Schedule the "market value" of shares has the same meaning as, for the purposes of the Taxation of Chargeable Gains Act 1992, it has by virtue of Part VIII of that Act.
     
          This is subject to paragraph 24(3) (determination of value of shares subject to restriction or risk of forfeiture).
     
         (2) Where for the purposes of this Schedule the market value of shares on any date falls to be determined, the Inland Revenue and the trustees may agree that it shall be determined by reference to such date or dates, or to an average of the values on a number of dates, as may be provided in the agreement.
     
     
    Meaning of "associated company"
         126. - (1) For the purposes of this Schedule one company is an "associated company" of another company if-
     
     
      (a) one has control of the other, or
     
      (b) both are under the control of the same person or persons.
         (2) For the purposes of this paragraph the question of whether a person controls a company shall be determined in accordance with section 416(2) to (6) of the Taxes Act 1988.
     
         (3) This paragraph is subject to paragraph 67(3).
     
     
    Jointly owned companies
         127. - (1) For the purposes of the provisions of this Schedule relating to group plans, each joint owner of a jointly owned company is treated as controlling-
     
     
      (a) the jointly owned company, and
     
      (b) any company controlled by that company.
         This paragraph does not apply for the purposes of paragraph 61(b) (requirement that plan shares are in a company not under another company's control).
     
         (2) A "jointly owned company" means a company-
     
     
      (a) of which 50% of the issued share capital is owned by one person and 50% by another, and
     
      (b) which is not controlled by any one person.
         (3) A jointly owned company may not be a participating company in more than one group plan.
     
     
    Meaning of "readily convertible asset"
         128. - (1) For the purposes of this Schedule "readily convertible asset" has the same meaning as in section 203F of the Taxes Act 1988 (PAYE: tradeable assets).
     
          This is subject to sub-paragraph (2).
     
         (2) In determining for the purposes of this Schedule whether shares are readily convertible assets any market for the shares that-
     
     
      (a) is created by virtue of the trustees acquiring shares for the purposes of the plan, and
     
      (b) exists solely for the purposes of the plan,
     shall be disregarded.
     
     
    Minor definitions
         129. - (1) In this Schedule-
     
     
      "approved employee share ownership plan" means an employee share ownership plan approved under this Schedule;
     
      "approved profit sharing scheme" means a profit sharing scheme approved under Schedule 9 to the Taxes Act 1988;
     
      "articles of association", in relation to a company, includes any other written agreement between the shareholders of the company;
     
      "company" means a body corporate;
     
      "control", unless otherwise indicated, has the same meaning as in section 840 of the Taxes Act 1988;
     
      "foreign cash dividend" means a cash dividend paid in respect of plan shares in a company not resident in the United Kingdom;
     
      "group of companies" means a company and any other companies of which it has control, and "group company" has a corresponding meaning;
     
      "ordinary share capital" has the meaning given in section 832(1) of the Taxes Act 1988;
     
      "participant's plan shares", in relation to an employee share ownership plan, means plan shares that have been awarded to an individual participant;
     
      "PAYE obligations" means obligations of any person under-
     
        (a) sections 203 to 203L of the Taxes Act 1988, or
     
        (b) regulations under section 203 of that Act;
     
      "plan shares", in relation to a plan, means-
     
        (a) free, partnership or matching shares that have been awarded to participants under the plan,
     
        (b) dividend shares that have been acquired on behalf of participants under the plan, and
     
        (c) shares in relation to which paragraph 115(5) applies (company reconstructions: new shares)),
     
      that remain subject to the plan;
     
      "qualifying corporate bond" has the meaning given by section 117 of the Taxation of Chargeable Gains Act 1992;
     
      "tax year" means a year of assessment.
         (2) Section 839 of the Taxes Act 1988 (connected persons) applies for the purposes of this Schedule.
     
         (3) For the purposes of this Schedule references to "shares" include fractions of shares forming part of the share capital of a company registered in a foreign country the law of which recognises such fractions.
     
         (4) For the purposes of this Schedule a company is a member of a consortium owning another company if it is one of a number of companies-
     
     
      (a) which between them beneficially own not less than three-quarters of the other company's ordinary share capital, and
     
      (b) each of which beneficially owns not less than one-twentieth of that capital.
     
    Index of defined expressions
         130. In this Schedule the following expressions are defined or otherwise explained by the provisions indicated-
     
     
     
    approved employee share ownership plan
     
    paragraph 129(1) (and see paragraph 118(7))
     
    approved profit sharing scheme
     
    paragraph 129(1)
     
    articles of association
     
    paragraph 129(1)
     
    associated company
     
    paragraph 126 (and see paragraph 67(3))
     
    award of shares
     
    paragraph 3(1)
     
    ceasing to be in relevant employment (in relation to a participant)
     
    paragraph 123
     
    ceasing to be subject to plan (in relation to shares)
     
    paragraph 122
     
    company
     
    paragraph 129(1)
     
    the company (in relation to an employee share ownership plan)
     
    paragraph 1(4)
     
    connected person
     
    paragraph 129(2)
     
    consortium (member of)
     
    paragraph 129(4)
     
    control
     
    paragraph 129(1) (and see paragraph 127)
     
    deduction (in Part XII)
     
    paragraph 105
     
    dividend shares
     
    paragraph 53(1)
     
    eligible shares (in Part VIII)
     
    paragraph 59
     
    employee share ownership plan
     
    paragraph 1(1)
     
    foreign cash dividend
     
    paragraph 129(1)
     
    forfeiture (provision for)
     
    paragraph 65(6)
     
    free shares
     
    paragraph 1(1)(a)
     
    group of companies
     
    paragraph 129(1)
     
    group plan
     
    paragraph 2(1)
     
    holding period
     
    paragraph 31
     
    the Inland Revenue
     
    paragraph 124
     
    market value (of shares)
     
    paragraph 125
     
    matching shares
     
    paragraph 1(2)
     
    ordinary share capital
     
    paragraph 129(1)
     
    parent company
     
    paragraph 2(1)
     
    participant (in relation to an employee share ownership plan)
     
    paragraph 3(3)
     
    participant's plan shares
     
    paragraph 129(1) (and see paragraph 115(4))
     
    participating company (in relation to a group plan)
     
    paragraph 2(2)
     
    participation in an award of shares
     
    paragraph 3(2)
     
    partnership share agreement
     
    paragraph 34
     
    partnership shares
     
    paragraph 1(1)(b)
     
    PAYE obligations
     
    paragraph 129(1)
     
    performance allowance
     
    paragraph 25
     
    plan shares
     
    paragraph 129(1) (and see paragraphs 115 and 116)
     
    the plan trust
     
    paragraph 68(2)
     
    qualifying corporate bond
     
    paragraph 129(1)
     
    qualifying employee
     
    paragraph 8(4)
     
    readily convertible asset
     
    paragraph 128
     
    reinvestment (in Part VII)
     
    paragraph 53(1)
     
    relevant employment
     
    paragraph 123(2)
     
    salary (in Part V)
     
    paragraph 48
     
    shares
     
    paragraph 129(3) (and in the context of a new holding paragraph 115(8))
     
    tax year
     
    paragraph 129(1)
     
    the trustees
     
    paragraph 68(1)
     
    withdrawal of shares from plan
     
    paragraph 122(1)
     continue
     
     

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