Understanding the Legal Side of Naming and Branding

A brand name is the first thing customers hear when engaging with a product or service creating a sense of association.

Building a brand is one of the most strategically important decisions business owners can make – strong brands command price premiums, engenders customer loyalty and generates higher returns for the business and investors who will in fact become your shareholders.

A statistic – Up to 80% of consumers prefer to buy a product from a brand name they recognize.

What you need to consider

Own your name – it’s your intellectual property.  Trademark it, register it as your IPR as that will create a financial value for your company, it will sit on the balance sheets as an asset.

If you cannot patent and you want to talk to other people about joint ventures or deals, you may wish to have a confidentiality and non-circumvention agreement to prevent the idea being used by the person with whom you are negotiating or people that you deal with.

Trademark the name and where appropriate patent the change that effected.  It will sit on your balance sheet as an asset that feeds into access to finance because by naming and branding that enables your accountants to put together financial projections that are consistent and supported by fair and reasonable assumptions.

Naming is a crucial part of brand building and must be in alignment with the overall strategy.  Taking a couple of examples:

1.     A new innovative and sustainable fashion brand for young people, so in addition to branding and naming there is strategy, art direction and packaging but they are in fact add ons.  It was necessary to communicate the brand’s youthfulness, vibrancy, energy and corporate values “I am chemical free, I am the most sustainable garment on the planet”.

2.     An old established dairy producer: The market is dairy free brands fighting for market share.  Given its history, this company decided to disrupt dairy with free range natural and sustainably packages delicious dairy products and to concentrate on continuity of the product.  The differentiator for them was their free-range cows who are fed the finest feed, played music while they are milked and have their own beds and get their back scratched.  So the challenge here was the company wanted to retain its legacy whilst also firmly positioning itself as the go to dairy brand for now and the future.

What lessons can be learned

1.     Know the market for your product/service.

2.     Know your demographic

3.     Know the amount of the market that you need to capture using your name and brand.

4.     To unlock your social benefit and value, the key is the naming and branding or, in other words, do you satisfy the criteria that investors are increasingly looking for of ESG – Environment, Social Benefit, Governance.  Governance means how you run your company and communicate its corporate values.

If you want to know more about the creative and communication perspective of names and brands, then read this detailed article written by Sabine Raabe, a high calibre PR and Public Affairs Practitioner and our Collab Partner.

When it comes to naming and branding it is best if you have a branding specialist. It’s important to maximise the value of the intellectual property rights you have created by naming and branding, there is financial advantage to your business and investors by providing access to finance.

(photo source: vectorjuice/Freepik)

 

Lynne Brooke

The Brooke Consultancy

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The Growing Importance of Litigation PR

Let’s talk about Johnny Depp and Amber Heard. Heard sacked her PR team mid-trial, reeling from bad press with hashtags like #JusticeforJohnnyDepp racking up 3 billion views on TikTok. The Court of Public Opinion had firmly turned against her, and the case is a perfect example of the growing importance of litigation communications in the digital world. Not all cases occupy the tabloids quite like the ‘Wagatha Christie’ libel trial or Depp vs. Heard, however, personal, financial, and corporate litigation can easily make the headlines, propagate on social media, and leave a long-lasting damaging digital footprint.

Monitoring and managing what is said about the client is therefore critical and this is where Litigation PR comes in. Litigation public relations is the management of the communication process during the course of any legal dispute so as to affect the outcome or its impact on the client’s overall reputation. Litigants and Law Firms have always used the media to get their side of the story across and the practice of Litigation PR originally evolved out of crisis communications.

Litigation PR is a specialised practice in that the aim is tied to supporting a legal dispute and any communication about the case can have legal implications, given the sensitive rules around disclosure during courts proceedings. Litigation communications and reputation management can be necessary for cases across all practice areas. Generally, the two parties have important interests to defend that expand way beyond the legal case. Negative publicity about a company or individual can cause damage to the overall reputation that even a courtroom win may never salvage.

litigation pr reputation management

A Litigation PR expert who understands the court process and legal strategy will guide the client on communication and develop the appropriate strategy, both in terms of the case, and the publicity that comes with it. For many cases the goal is to keep any mention of the case out of the press altogether. Litigation PR can even be an effective tool in bringing the other side to the table to settle a dispute to avoid negative publicity.

Although the practice of PR involves far more than just media communication, Litigation PR remains dependent on the media. At a time when society is growing more litigious, the media focuses and in fact seeks out publicly filed lawsuits. It is important your Litigation PR Practitioner knows how to pre-empt adverse publicity that could impact the entire strategy of a legal case. Clients need to know whether there will be news coverage of their case, how to tell their story to correct any misleading impressions, protect their business interests, the share price of their company, and even ability to access finance.

Because typical public relations campaign strategies and tactics may not be appropriate and may even be harmful at certain times during a lawsuit, the strategy must follow due legal process. Litigation PR is more regulated so as not to prejudice the legal process. Whatever the practice area and nature of the case, the Litigation PR practitioner will conduct a reputation risk analysis with a comprehensive media and online audit, and background research exercise. This provides insight into any likely source of negativity to be involved, what they might say, what online assets exist, what the social media footprint is like, and who the interested parties are.

Depending on the finding of the reputation risk analysis, the communications and Litigation PR strategy for every case will be different. If a case is already out in the public domain there is the need to take control and have a say in the way a case is reported. Other times it may be better to sit it out and only speak out if the need arises. In all instances, being prepared and responsive in real time is always in the client’s best interests.

Litigation PR is highly strategic and requires experience, knowledge of the legal process and a close working relationship with the client’s legal team. Lack of co-operation and communication can lead to the most solid case derailing which will ultimately be costly for the client and may lose them their business and reputation. Litigation PR should be seen as part of sound brand management in protecting underlying brand value for the long term.

(photo source: Mauro Gigli/Unsplash)

by Sabine Raabe

PR Specialist, Enlightened PR

Collaboration Partner – The Brooke Consultancy

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Opportunities for overseas companies: Doing business from the UK

Overseas companies can do business from the UK by establishing a presence in a UK Freeport with accompanying tax advantages. It can be for services or goods, and then sold on the internal market or exporting tariff free to countries with which the UK has a Free Trade Agreement e.g. Canada, Japan, Australia, New Zealand.  Tax will have to be paid in the UK by the company, but it will be subject to relief by virtue of a Double Taxation Agreement.

The G7 has always helped drive wider international action. During its presidency, UK has supported specific objectives with which we can all agree with:

– End the pandemic and prepare for the future. Although the pandemic seems to be on the way out we still have to plan for the future

– Reinvigorate our economies by championing freer, fairer trade

– Protecting our planet by supporting a green revolution

– Strengthening partnerships and embracing values to harness power of democracy, freedom, equality, rule of law and respect for human rights.

Now that the UK has left the EU and entered into the Trade and Cooperation Agreement, we feel our obligation to our fellow citizens to help achieve economic growth.

Although the UK has left the EU, it has not altered the fundamentals of sound business.

The UK:

– is the 5th largest economy in the world,

– has a 67m population,

– its GDP ranks 5th in the world

– growth companies have a Hi tech focus, and

– bureaucracy is limited.

There are many other ‘Incentives’ including

– low corporation tax levels

– favourable employment laws and lower labour costs

– availability of venture capital for innovative growth companies

It is a priority of Government to attract Foreign Direct Investment and to have Free Trade Agreements worldwide.

The UK has established FTAs with 19 countries some very small but 6 are with larger countries like Japan and Canada.

While the UK has always been open to FDI, below you will see the types of services provided by the Office for Investment established as part of the Department of International Trade.

– Business intelligence gathering

– Providing expert advice on sector specific issues

– Identifying priority sectoral opportunities

Trade and investment hubs have been created in Edinburgh, Cardiff, Belfast and Darlington as homes to teams of export and investment specialists.  Services are provided to overseas investors and investable projects are being developed to be put in front of overseas investors.

Freeports unlock new investment opportunities, drive growth, support trade, innovation and commerce. There are currently 8 Freeports. Successful businesses will be able to access a share of £200m of seed capital. Economic incentives related to tax, customs, business rates, planning, regeneration:

– Enhanced structures & building allowances, plant & machinery allowances

– Stamp Duty Land Tax relief

– Business Rates relief

– Employers National Insurance contributions.

Although the UK is no longer a portal to the EU, it has taken up the position of being a portal to overseas companies that are resident and trade from the UK in Free Trade areas that have been negotiated.

One of the examples is the FTA between the UK and Australia. It sets out new global standards in digital and services, and creating new work and travel opportunities in both countries:

– UK firms to bid for an additional £10bn worth of Australian public sector contracts

– Allows young people to work and travel in Australia for up to 3 years at a time free from visa conditions

– UK service suppliers, architects, scientists, lawyers, accountants will have access to visas to work in Australia

– Removes tariffs on all UK exports so cheaper to sell cars, whisky, UK fashion and vice versa

– Further UK objective to join CPTPP

It is anticipated that the FTA with Australia will unlock £10.4bn of additional trade and eliminate tariffs. It is a gateway to the fast growing Indo Pacific region and will boost UK’s bid to join Comprehensive and Progressive Agreement for Trans-Pacific Partnerships (CPTPP).

To mention some interesting business-related examples: A Slovenian company that exports to Australia with which the EU has no trade agreement could make up their products in a UK Freeport and then export tariff free to Australia. There is also the example of rum being imported to the UK, bottled here in unique get-up in a Freeport and then exported tariff free to large markets in Canada and Japan.

India is UK’s 15th largest trading partner. India has a large middle class of consumers, and it is growing, and is set to become the World’s third biggest economy by 2050.  Investment from Indian companies already supports 95,000 jobs in the UK. The ambition is to double bi-lateral trade to £28bn by 2035. [Ann-Marie Trevelyan, International Trade Secretary at DIT]

We as a firm are looking to bring Indian hi tech unicorns to the Aquis market in London to raise capital and we look to suggest a similar strategy for other overseas companies, such as Turkey, for whom we act.

Presently there are 11 CPTPP members and up to 90% of the world growth is expected to be outside Europe over the next 5 years.

In addition the UK has a free trade agreement with Guyana and the CARIFORUM group of countries following the UK’s exit from the European Union. CARIFORUM is made up of the member nations of the Caribbean Community (CARICOM) and the Dominican Republic.

It seems that the strategy of entering into FTA’s worldwide is feasible and makes economic sense. More importantly, overseas companies, and they need not be wholly owned by the parent, trading from the UK can involve themselves in the growth of FTAs negotiated by the UK and take advantage of the fundamentals of doing business in the UK.

We have always believed in the strength of people working together in international markets because it encourages diversity and respect and mutual trading is, we believe, an engine of stability and peace. That accords with the G7 objectives with which we started.

Lynne Brooke

The Brooke Consultancy

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Protect your business and yourself

Many years ago, I failed to take my own advice to protect my business and myself by having a cross option agreement sometimes called a double option agreement and my partner and I failed to take out policies on each other to cover death or incapacity.

It’s relatively simple in the sense that if your co-shareholder or partner whether in a limited liability company, a limited liability partnership or partnership dies, then that person’s share passes under their estate to a spouse, friend or other person who benefits under their Will or intestacy.  That means that as the continuing shareholder you will find yourself in business with someone you don’t know or if you do, knows little or nothing about the business.

To deal with this you need a cross option agreement and it’s in that format to save HMRC arguing that it’s a sale and purchase agreement and collecting tax.

Under the double option agreement, the continuing shareholder has the right to exercise a Call Option, that is for them to buy the shares.  The estate of the deceased shareholder has the right to exercise a Put Option, that is to require the continuing shareholder to buy their shares.

Each of you take out and hold on trust for the other an insurance policy only to be used to buy shares if your co-shareholder/partner dies or loses capacity.  Losing capacity, unless the parties agree, needs to be judged by an independent specialist experience in assessing capacity under the Mental Capacity Act 2005. Under this structure in the event of death or critical illness, the continuing shareholder becomes the buyer by exercising the Call Option or the estate can require the continuing share holder to buy the shares by exercising the Put Option.

The net result is that the deceased shareholder’s estate ends up with the money for the shares and the continuing shareholder continues to have control of the company by holding their share and the shares of the deceased shareholder.

Initially there should be a valuation of the shares at the date the cross option agreement is entered into and as time goes on the value of the shares may go up or down in which case the insurance policy gets adjusted.  If the price of the shares cannot be agreed, then the valuation is carried out by the accountants who will have in the cross option agreement a defined basis for the valuation.

To avoid the difficulties that can occur, it’s worth going through the complexities of a double option agreement with insurance policies held in trust for each other to cover the contingency of death or loss of capacity.

We have the knowledge and ability to create the cross option agreement and we can introduce independent financial advisers to find a suitable policy at the best available premium.

Lynne Brooke

The Brooke Consultancy

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UK Immigration Rules: New routes – individuals

2022 is a big year for UK immigration! The Government has announced some major changes to the system for UK work visas already and it plans to announce more later this year. It will introduce the main changes from April to August. Businesses should take note and take appropriate action now.

Investor Visa

For many years, there was an Investor Visa category allowing people to move to the UK on the basis of an investment here. As recently as 2011, the Government announced its intention to “[roll] out the red carpet for … investors”. Unexpectedly, the Government removed this category on 17 February 2022, with immediate effect. It cited a need to stop “corrupt elites” and “dirty money” as its main reasons for this decision. In fact, it had made many changes to the investor visa scheme over a number of years in order to address issues around corruption and money laundering.

In any case, it is now necessary to look for alternatives to the Investor Visa category. The Government has indicated that it will make changes to the Innovator Visa in Autumn 2022, in order to provide a replacement for the Investor Visa. We will wait to see those changes, but for now there is very little opportunity for self-employed / independent business people to move to the UK. This is a major gap in the UK immigration system.

Global Business Mobility

The Government is introducing a Global Business Mobility category, which brings together and amends a number of existing visa routes. This comes into force on 11 April 2022.

  • The UK Expansion Worker route is for senior or specialist staff who are being assigned to the UK to help with a business’s expansion to the UK; and this replaces the long-standing and popular Sole Representative route.
    – The key change is that this route cannot lead to permanent residence in the UK.
    – Also, the UK employer must now be a licensed sponsor.
    – It is possible to bring family to the UK.
  • The Senior or Specialist Worker route is for senior or specialist staff assigned to a UK business linked to their employer overseas; and this replaces the existing Intra-Company Transfer route.
  • The Graduate Trainee route is for workers on certain graduate training courses, required to do a work placement in the UK; and this replaces the Intra-Company Graduate Trainee route.
  • The Service Supplier route is for people who need to undertake an assignment in the UK to provide services covered by one of the UK’s international trade commitments; and this replaces the Temporary Work – International Agreement route.
  • The Secondment Worker route is for workers seconded to the UK by their employer overseas. This is a new route for people working on a high value contract or investment.

High Potential Individual

This is a new route which allows recent graduates of certain leading global universities to work in the UK. This comes into force on 30 May 2022.

  • An important attraction is that there is no need for a licensed sponsor.
  • It is possible to bring family to the UK.
  • This route cannot lead to permanent residence in the UK.

immigration family

Scale-up

This is a new route which allows those with a job offer for highly skilled work from a recognised UK scale-up to qualify for a fast-track visa. This comes into force on 22 August 2022.

  • The UK employer must be a licensed sponsor at least for the first 6 months.
  • It is possible to bring family to the UK.
  • This route can lead to permanent residence in the UK. This is an important and now rare feature, in the context of UK work visas.

Conclusion

Due to the removal of many routes to permanent residence, people on many of these work visas will have to switch to other visa routes in the UK if they want to stay here long term, leading to increases in time and cost. Their employers will generally need to be licensed sponsors, which will increase the regulatory burden that they face. We will wait to see how businesses react when the Government introduces these changes.

by Usman Sheikh,

the founder of Ansar, & Collaboration Partner – The Brooke Consultancy

(photo sources: Unsplash – Brooke Cagle, Unsplash – Brytny)

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Pensions Freedoms for inter-generational Planning

The mere mention of the word Pension for many people creates an instant sense of boredom, complexity and jargon! A minefield of rules and regulations as well as being told by everyone from government to our parents that we are not setting enough aside for retirement, is usually “the nail in the coffin” to the conversation!

Indeed, the historical combination of very limited options on how you draw your pension, and that it ends on you, or your dependants death meant that as a financial planning product it had limited appeal. If you paid into a pension for many years and you died early into your retirement, your pension provider often got a windfall. Hardly appealing!

From April 2015 however, a quiet revolution has been occurring in the dull world of Pensions. The government realised it needed to make drawing pensions more attractive so introduced legislation that would allow hard earned pension funds to pass from one generation to another and would not limit beneficiaries to solely being a spouse or dependants. For individuals who have significant pension funds and are unlikely to spend all the funds in later, this has now opened up a number of planning opportunities.

Whilst there are lots of rules and regulations about passing your pension from one generation to the next the basic principles are as follows:

  • When the person dies before age 75 the benefits can be paid as a lump sum or as a drawdown pension to any beneficiary tax-free, irrespective of whether they derived from uncrystallised or crystallised monies. In other words, whether the person is drawing their pension or not before aged 75, if they die early they can pass it on to anyone.
  • When the person dies after age 75 the benefits can be drawn down or paid as a lump sum taxed at the beneficiary’s marginal rate. In other words, when the person dies after the age of 75 they can still pass the pension on to anyone but they will pay income tax on the proceeds.
  • On death after age 75 the benefits can be paid as a lump sum to a trust with a 45% tax charge. So even if the person has no immediate beneficiaries the fund is not lost.

From an estate planning perspective this starts to look very attractive as Pension funds do not generally form part of your estate for Inheritance Tax purposes and continue to enjoy tax free growth. Contributions to pensions also attract tax relief at your highest marginal rate up to £40k per annum and individuals can “mop up” the previous three years contributions if they have not fully used their allowances.

There are three things to carefully consider though, when looking beyond the headlines of the 2015 Pension Freedoms. Firstly the rules do not apply to all types of pension scheme and some providers have not updated their products to allow for these flexibilities. Employer sponsored schemes that pay out a guaranteed percentage of salary at retirement do not qualify.

Secondly, the government places a cap or “Life Time Allowance” on how much pension an individual can build up before additional taxation maybe incurred. The amount is currently £1,073,100 and this has been frozen until April 2026. The Life time Allowance does not stop an individual taking advantage of pension freedoms but careful planning is needed to minimise its impact from a tax perspective for funds in excess of the Lifetime Allowance. The current allowance figure has moved around considerably over the years, both up and down, so again care is needed.

Thirdly using the flexible pension arrangements are just one way of passing your assets efficiently to the next generation, but it’s likely and indeed should fit into a wider plan. That plan will consider risk appetite, timing and control of asset and income distribution to meet your objectives as well as minimise tax liabilities; so consider all options.

So in summary, pensions whilst remaining somewhat dull and complex, since April 2015 have found a new purpose in terms of wealth transfer. The new rules do not apply to all schemes, so it’s important to check, but those that do offer a whole range of planning options for individuals and families. Taking professional advice early in the process will also help you maximise the opportunity and avoid mistakes, which with pension Planning are often difficult to unravel!

Matt Grimes

The Penny Group

 

The information in this article was written for purely informational purposes, do not take any action without speaking to us in the first instance. We can refer you to our partner financial firm, The Penny Group.

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Helping Businesses Survive Tough Times

When it comes to the government’s approach to the Covid-19 pandemic, the terms innovative, bold, timely and proactive do not immediately come to mind. Yet, for a moment in summer 2020, this appeared to be the case when the government announced the first new insolvency process in 35 years to assist firms dealing with the economic implications of the March 2020 lockdown.

Part 26A Restructuring Plan (the Restructuring Plan)

Companies, creditors, or shareholders may offer a Restructuring Plan, which is a “arrangement” or “compromise” between the company and its creditors and/or shareholders. The new procedure has some of the same features as the UK’s previous scheme of arrangement procedure, which is still available, as well as some significant enhancements such as “Cross-Class Cram Down.” It requires creditors and shareholders to vote in “classes,” with each class being deemed to have supported the plan if 75 percent of the class’s voting value votes in favour. The plan must be approved by a court in order to be binding on the firm, creditors, and/or shareholders (if applicable).

Virgin Atlantic Airways Limited (the ‘Company’) became the first company to take advantage of the UK government’s new restructuring plan, introduced in June 2020. This is probably the most important rescue mechanism available.

After providing a year of relief to companies in financial distress as a result of the pandemic, the government has officially stated that the ban on statutory demand and winding-up petitions would terminate on September 30, 2021, and will not be renewed.

So now the Government has announced that the temporary insolvency measures enacted by CIGA 2020 will be phased out beginning 1 October 2021, and the Government intends to introduce new legislation temporarily raising the current debt threshold for a winding up petition to £10,000.

This new legislation will require creditors to seek payment proposals from a business and will give the debtor 21 days to respond before proceeding with winding up action. Both of these measures will be in effect until March 31, 2022.

Existing restrictions on commercial landlords filing winding-up petitions against limited companies to repay commercial rent arrears accumulated during the pandemic are exceptional. With this, commercial tenants will be protected from eviction until March 31, 2022.

Small businesses will be protected from creditors even after temporary insolvency measures are phased out on October 1st, according to new measures that will assist businesses in regaining their footing as pre-pandemic times.

The new measures will benefit the high streets, hospitality, and leisure sectors, which were the hardest hit by the pandemic.

Below are the new measures for small businesses to protect them from winding-up petitions:

– Protect businesses from creditors who insist on repayment of relatively minor debts by temporarily raising the current debt threshold for a winding up petition to £10,000 or more.

– Require creditors to seek proposals for payment from a debtor business, giving them 21 days for a response before they can proceed with winding up action.

 

There have been surprisingly few Moratoriums since the process was introduced in new legislation in Summer 2020.  The clear aim here is to protect businesses from creditor action whilst they recover from the turbulence caused by the coronavirus pandemic.

The Corporate Insolvency and Governance Act (CIGA) allows for a 20-day moratorium on creditor action, during which time no legal action for a pre-moratorium debt can be filed. You’ll need the support of an insolvency practitioner (Monitor), and we’re lucky to have Nimish Patel of Re10 as a Non Legal Collaborator who has worked on such a case. The creditor cannot take any action for 20 days after submitting the documents in court, which requires no approval. It can be prolonged for another 20 days, after which any future extensions must be granted by the courts.

In an insolvency scenario, a supplier cannot demand payment of arrears as a condition of continuing to provide services if the arrears existed when the insolvency commenced.

Increased-charge clauses in a contract are null and void if they take effect as a result of a client filing for bankruptcy. A client’s right to cancel a contract before insolvency begins or during insolvency if it is for a cause other than insolvency remains unaffected.

Contract clauses that provide for the loss of a right in the case of insolvency are unenforceable.

Effect of the moratorium

  • a landlord may not exercise its right of forfeiture;
  • there can be no enforcement of security (except financial collateral or a collateral security charge);
  • there can be no repossession of goods under a hire purchase agreement or exercise of a retention of title clause;
  • no legal proceedings or legal process may be raised, carried out or continued (except employment tribunal proceedings, legal processes arising out of such proceedings or proceedings involving a claim between an employer and a worker)

Nimish Patel

 

If you require immediate assistance with the CIGA process or new legislation, please remember that the multi-disciplinary team at Brooke Consultancy is here to assist you with the specialist industry expertise.

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Business Relief and BAD Rate Relief (Entrepreneur’s Relief!)

Business Relief can play a key role in Inheritance Tax (IHT) planning for anyone, however it should be of particular interest to SME business owners.

 

Business Relief, or Business Property Relief as it used to be known, was first introduced in the 1976 Finance Act. It was introduced to ensure that, after the death of the owner, a family-owned business could survive as a trading entity, without having to be sold or broken up to pay an inheritance tax liability.

So long as the asset has been held for at least 2 years, it is possible to receive 100% Business Relief on:

·       a business or interest in a business

·       shares in an unlisted company

It also allows you to give away business property or assets while you are still alive and your estate can still benefit from Business Relief on Inheritance Tax.

 

So, having established that your business is IHT efficient while you own it and if you gift it, what happens if you sell it?

You need to be aware that if you sell your business or shareholding, the money you realise from the sale is now liable for Inheritance Tax.

However, it is possible to invest the funds realised from the sale of a business in to ‘replacement property’ and retain the IHT exemption.

Business Relief is not just for business owners, sole traders, partners and shareholders, it is for private investors too.  Many private investors use Business Relief to help mitigate inheritance tax and there are a number of investment firms that make the process of investing in Business Relief qualifying companies very straight forward.

The advantage that the business seller has is that, while the private investor has to wait 2 years before their holding qualifies for Business Relief, a replacement investment qualifies immediately. The rules for replacements say that you need to have owned a qualifying asset for a total of at least 2 years over the last 5 years, and at the time of death or when the gift is made.  Therefore, even if you have sold a business in the last couple of years you should look at the benefits of moving the proceeds from the sale back into a Business Relief qualifying investment.

While we are thinking about the tax implications of a business sale, it is worth bearing in mind the impact of Capital Gains Tax and reminding ourselves of the changes that were made to Entrepreneurs Relief in 2020.

For a start, it is not no longer called Entrepreneurs Relief.  It is now called Business Asset Disposal (BAD) rate relief.  While the rules were tightened slightly so that to be eligible, a shareholder must have a 5% or more shareholding, and have been involved for a year or more with a company as an employee or director, the most significantly change was that the lifetime allowance of gain that will be taxed at a reduced rate of 10% has been greatly reduced, from £10million to just £1million.

Without wanting to state the obvious, Capital Gains Tax is only paid on the gain, not the full sale price of the business.  Any initial investment, directors loans, purchase costs and various other costs and fees can all be deducted.  Also, even though gains in excess of £1mn will be taxed at 20%, Capital Gains Tax still remains one of the less punitive taxes.  Therefore business owners should be able to extract a high percentage of the value of their business when selling.

Iain Campbell is a Senior Adviser at Stow Wealth Management Limited where he provides bespoke financial advice and planning to private individuals and companies.

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Corali: A Leader in Dance created by Artists with a Learning Disability

Music gives a vibration and mood that we can feel in our bodies. Almost instantly, we start moving. For most people, this happens naturally.

Corali explores the relationship between performers with and without a learning disability, between dance and other art forms, and between professional and participatory artwork.

Simon Jarrett, the chair of Corali, has for many years been committed to supporting people with learning disabilities to communicate and to be part of the larger community.

Corali has three main strands of activity:

• Producing original, devised performances in a variety of settings, including high profile arts venues, pop-up and site-specific settings

• Offering ongoing professional development and training opportunities, for their own artists and for other people, such as teachers

• Delivering a full programme of engagement and outreach activities throughout the year, including a schools programme, a youth company and a weekly adult community class

Corali is based in South London, often working in partnership with other venues, companies and artists across the capital, including Tate, National Youth Dance Company, Brixton House, Thick & Tight, and Judith Brocklehurst. To get an idea of the innovative work Corali does, check out this performance at Tate Britain.

corali charity

Photo courtesy: Corali

Corali´s vision

Corali’s vision is that people with a learning disability are recognised and valued for their equal place in the arts and society. By raising their national and international profile as a leader in dance created by people with a learning disability, Corali want to extend their influence, to inspire more people and change perceptions of disability.

The Benefits of Dance for People with Learning Disabilities

Dance inspires and empowers dancers and teachers.

Corali provides an opportunity for people with learning disabilities who do not wish to be defined by their ability. Corali is a charity providing opportunities for creative discovery, growth and performance for people with learning disabilities and provides an inclusive creative environment.

Remote sessions enable the members to stay active, connected and creative. Weekly classes will be delivered to both the youth and adult community classes for the professional development class interested in taking their dance and performance further. Therefore Corali wants to use Zoom to organise classes with teachers and equipment for its members and the project requires £5,000.
An example of remote classes: https://youtu.be/PG7dDgrjqbM

The Brooke Consultancy supports Corali by corporate sponsorship and as a New Model Law Firm we understand the benefits and the requirements necessary for remote delivery.

Lynne Brooke has a daughter with profound and multiple learning disabilities, not a member of Corali unfortunately, and that The Brooke Consultancy has become a corporate sponsor.

We are using Corali’s Just Giving page and we have decided to kick it off with £500 which will be ring-fenced to achieve the objective of delivering remote sessions to enable members to enjoy dance and take their dance performance further.

Join us in donating to Corali by clicking here and help people develop their creative talents, confidence and independence.

 

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Applying for UK visa: Your Options today

Brexit has happened and COVID-19 is happening. The UK Government has indicated in its recent Budget that it accepts that visas will be an important part of its response to these seismic events: in a changing world, the UK will have to reach out to a wider range of countries overseas to ensure that it maintains its reputation as a global centre for business and to aid its recovery from its current problems.

UK visa options

Which UK visas are currently available for overseas business people and highly skilled individuals? Here are some of the main options:

Investor visa route:

·       The investment must be £2m or more.

·       It is necessary to make the investment in share capital or loan capital in active UK companies – not in UK Government bonds.

·       It is normally possible to apply for Indefinite Leave to Remain after 5 / 3 / 2 years with an investment of £2m / £5m / £10m.

·       It is then normally possible to apply for British citizenship one year later.

·       The key requirement is the investment funds. Clearly the required amount is substantial. The main other requirements that sometimes cause difficulties are source of funds, location of funds and having a UK bank account for the investment funds.

·       You can find some basic information about this visa route (including some of the necessary documents) here: https://www.gov.uk/tier-1-investor

Innovator visa:

·       The key requirements are to have at least £50,000 in investment funds, for a business idea that is innovative, viable and scalable and that has received an endorsement from an official endorsing body.

·       The main barrier is generally obtaining the endorsement, as there are few endorsing bodies and they typically have restrictive criteria.

·       There are no specific requirements for an applicant’s experience. The point is that s/he needs to be a credible applicant – so for example if s/he has no experience in tech and wants to set up a tech company, it is unlikely that s/he will receive an endorsement.

·       It is normally possible to apply for Indefinite Leave to Remain after 3 years.

·       As for most other visas, the applicant will need to be able to show that s/he can support her/himself and any dependants.

·       It is now easier to apply for visas, including this visa, in the UK. However, there are limits – for example, it is not generally possible to apply for this visa if you are in the UK on a visit visa.

·       You can find some basic information about this visa route here: https://www.gov.uk/innovator-visa

 Global Talent visa:

·       This route is for leaders or potential leaders in academia / research, arts and culture, or digital technology. It is therefore clearly limited in scope. I will in any case set out the main features here:

o   It is necessary to obtain an endorsement from an official endorsing body.

o   The criteria are not easy to meet – this route is for leaders or potential leaders.

o   It is not necessary to have a job offer.

o   It is normally possible to apply for Indefinite Leave to Remain after 3 or 5 years.

o   You can find some basic information about this visa route here: https://www.gov.uk/global-talent

 Representative of an Overseas Business visa:

·       This enables an overseas company to send an employee to the UK to set up their first commercial presence here.

·       The employee would need to have a salary from the company and be a senior executive, enabling her/him to make operational decisions for the company.

·       S/he will need relevant experience.

·       It is necessary to provide clear information on the ownership of the company.

·       It is normally possible to apply for Indefinite Leave to Remain after 5 years.

·       You can find some basic information about this visa route here: https://www.gov.uk/representative-overseas-business

 Skilled worker visa:

·       This is for employees of UK based businesses which have a sponsor licence from the Government enabling them to employ foreign nationals.

·       The main barrier is generally obtaining the sponsorship – i.e. finding a company that is able and willing to sponsor. However, highly skilled people are in principle good candidates.

·       The salary needs to be at a sufficient level. This depends on the precise nature of the job in question, but generally it should be no lower than £25,600 per year.

·       It is normally possible to apply for Indefinite Leave to Remain after 5 years.

·       You can find some basic information about this visa route here: https://www.gov.uk/skilled-worker-visa

Intra-company visa route:

·       This is for employees of international companies who are transferred to the UK to work in existing branches of those companies in the UK.

·       As with the Skilled Worker visa, the employer needs to have a sponsor licence.

·       The salary needs to be at a sufficient level.

·       This does not provide a route to Indefinite Leave to Remain.

·       You can find some basic information about this visa route here: https://www.gov.uk/intracompany-transfer-worker-visa

Conclusion

Clearly, no visa route is simple. However, there are some options for highly skilled people. In the recent Budget, the Government also announced that it plans to introduce visa reforms for highly skilled migrants, including: a new unsponsored visa for international talent in science, research and tech; improved visa processes for scale-ups and entrepreneurs; and simplified bureaucracy for high skilled visa applications. It remains to be seen whether this will be enough for the UK to remain a global centre for business and to aid its recovery.

by Usman Sheikh

Ansar London Ltd.

Collaboration Partner – The Brooke Consultancy

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