Malcolm ZoppiFri Feb 16 2024

Guide on How to Choose the Right Business Structure in the UK

If you’re starting a new business in the United Kingdom, one of the most critical decisions you’ll make is choosing the right legal structure. This decision can impact your tax obligations, personal liability, and future growth potential. With various options available, it can be challenging to determine the structure that aligns with your goals and […]

how to choose the right business structure

If you’re starting a new business in the United Kingdom, one of the most critical decisions you’ll make is choosing the right legal structure. This decision can impact your tax obligations, personal liability, and future growth potential. With various options available, it can be challenging to determine the structure that aligns with your goals and needs.

That’s why this comprehensive guide will walk you through the process of how to choose the right business structure for your venture in the UK. By understanding the different legal structures available, you can make an informed decision that protects your business and sets you up for success.

Key Takeaways

  • Choosing the right business structure is crucial for your UK business’s success and sustainability.
  • The legal structure you choose can impact your tax obligations, personal liability, and future growth potential.
  • Understanding the various legal structures available will help you make an informed decision that aligns with your business goals and needs.
  • Carefully evaluating key factors, such as your business’s nature and your liability preferences, can help you narrow down your options.
  • Consulting with legal professionals can ensure compliance with legal requirements and protect your personal and business interests.

Factors to Consider When Choosing a Business Structure

Choosing the right business structure is crucial for any entrepreneur starting a new business venture in the UK. Factors that need to be considered when deciding on the right business structure depend on the type of business, the degree of liability the owner is willing to undertake, and the tax implications of the chosen structure.

The first factor to consider is the type of business you plan to establish. The nature of your business and its objectives will have a significant impact on the type of business structure that is right for you. For example, if you are starting a small home-based business, a sole trader structure may be appropriate. However, if you plan on starting a retail store with multiple owners, a limited company may be more suitable.

Liability is another important factor to consider when choosing a business structure. If you are concerned about personal liability, you must choose a structure that offers limited liability protection. This means that you will not be personally responsible for the business’s debts or legal obligations should the business fail. As a sole trader or partner, you will be personally liable for the debts of the business, while a limited company or limited liability partnership (LLP) provides limited liability protection.

The tax implications of your chosen business structure are also important factors to consider. Depending on the structure you choose, you may have varying tax obligations. For example, if you decide on the sole trader structure, you will be responsible for reporting all business profits as part of your personal income tax return. On the other hand, limited companies pay corporation tax on their profits, and shareholders are subject to income tax on any dividends they receive.

Other factors to consider when choosing a business structure include the costs and complexity of setting up and maintaining the structure, the requirements for sharing profits and losses, and the ease of raising capital.

It is important to note that there is no one-size-fits-all solution when it comes to choosing the right business structure. Each type of structure has its benefits and drawbacks, and it’s crucial to consider all factors when making a decision.

Table: Comparison of Business Structures

Business StructureLiabilityTaxationCost and Complexity
Sole TraderUnlimited personal liabilityPart of personal income tax returnLow cost and simple
PartnershipUnlimited personal liability for each partnerPartners pay tax on their share of profitsRelatively low cost and complexity
Limited CompanyLimited liability for shareholders and directorsCorporation tax on profits, income tax on dividendsHigher cost and complexity
Limited Liability PartnershipLimited liability for partnersPartners pay tax on their share of profitsHigher cost and complexity

This table provides a quick summary of the key differences in liability, taxation, and cost for each business structure. It is important to consult with legal and financial professionals before making a final decision about which structure is right for you.

Sole Trader: A Simple Business Structure

A sole trader is a type of business structure where the individual is the sole owner and responsible for the business’s operations and finances. This structure is the simplest and most common type of business in the UK, particularly for new businesses.

Personal Liability

One of the main characteristics of a sole trader is that the owner is personally liable for the business’s debts. This means there is no legal distinction between the finances of the business and the owner’s personal finances. If the business incurs a debt, the owner is liable to pay it back from personal assets.

Tax Returns

Sole traders are also responsible for completing a self-assessment tax return each year, which includes details of their business income and expenses. The owner has to pay income tax on the profits made by the business and is also liable for National Insurance contributions.

To register as a sole trader, an individual must inform HM Revenue & Customs (HMRC) and follow the necessary legal requirements.

AdvantagesDisadvantages
Easy to set up and run.No distinction between personal and business finances, which can lead to personal financial risk.
Complete control over the business.Limited ability to raise funds or expand the business.
Minimal legal requirements and regulations.Succession and longevity of the business can be affected if the owner dies or is unable to run the business.

Overall, a sole trader structure can be an ideal choice for small-scale, low-risk businesses. However, it may not be suitable for businesses with larger financial risks, growth prospects or when the owner wants to secure external funding. It is important to weigh the advantages and disadvantages before choosing this type of business structure.

Partnership: Sharing the Responsibility

When starting a business with one or more partners, a partnership structure may be suitable for your needs. In a partnership, each partner shares the responsibility of running the business and is personally liable for any debts.

Types of Partnerships

There are two main types of partnerships in the UK: general partnerships and limited partnerships.

  • General partnership: In a general partnership, all partners share equal responsibility for the business’s debts and obligations. Each partner can take an active role in running the business and making decisions.
  • Limited partnership: In a limited partnership, there is at least one general partner who is personally liable for the partnership’s debts, and one or more limited partners who have limited liability. Limited partners cannot take an active role in running the business services but can share in the profits.

Before entering a partnership, it is essential to draft a partnership agreement that outlines the rights and responsibilities of each partner, the division of profits and losses, and the process for resolving disputes. A partnership agreement can help establish clear guidelines and avoid potential conflicts in the future.

Personal Liability

In a partnership, each partner is personally liable for the partnership’s debts and obligations. This means that if the business cannot pay its debts, the partners may have to use their personal assets to cover the shortfall.

Registering a Partnership

To register a partnership in the UK, you need to select a business name, choose a nominated partner to register with HM Revenue and Customs (HMRC), and register for Self Assessment tax. You must also register your partnership with Companies House if your business name includes anything other than the names of all the partners.

Limited Companies: Advantages of a Separate Legal Entity

Limited companies are a prevalent business structure in the UK due to their various benefits. One of their primary advantages is providing a separate legal entity, which separates the company’s finances and assets from those of the individuals who own or run it.

This legal separation means that the company can enter into contracts, sue or be sued, and own assets and liabilities in its name, without affecting the personal finances or assets of the shareholders or directors. This limited liability protection is a critical consideration when choosing a business structure, as it protects shareholders’ personal assets if the company falls into debt or faces legal action.

Shareholders in a limited company are only liable for the amount of money they have invested in the company, and their personal assets are not at risk. However, directors’ or company officers’ liability can extend beyond the company’s assets if they engage in illegal or fraudulent activities, making it crucial to adhere to legal requirements and comply with reporting obligations.

Another advantage of a limited company structure is the potential for tax benefits, although this can vary depending on the company’s profits and other factors. Limited companies pay corporation tax on their profits, which is currently 19% in the UK. This can be a lower rate than the income tax rates paid by sole traders or partnerships, resulting in higher profits for the company.

Limited companies may also benefit from more favorable tax treatment in areas such as expenses, capital allowances, and pension contributions, making it an appealing option for those seeking tax-efficient business legal services.

The Different Types of Limited Companies

There are various types of limited companies in the UK, but the most common are private limited companies (LTDs) and public limited companies (PLCs).

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Private Limited Company (LTD)Public Limited Company (PLC)
– Ownership is limited to private individuals and other companies– Shares can be traded on the stock exchange
– Not required to disclose financial information to the public– Required to publish an annual report
– Can be run by a single director– Must have at least two directors
– Ownership structure is more flexible– Ownership is more complex

The process of incorporating a limited company involves registering with Companies House, providing information about the company structure, directors, and shareholders. The company must also provide annual financial reports and file various other documents with Companies House, ensuring compliance with legal obligations.

Conclusion

In conclusion, limited companies offer significant benefits, such as liability protection, tax efficiency, and the flexibility to choose the ownership structure that best suits the company’s needs. Although there are additional legal obligations and requirements associated with this structure, the advantages often make it the best choice for growing businesses.

Limited Liability Partnerships: Combining Flexibility and Protection

A limited liability partnership (LLP) is a business structure that combines features of a company and a partnership. An LLP offers the flexibility of a partnership, where partners can share management responsibilities and profits, while providing limited liability protection to all partners, similar to a company.

Debt and Personal Assets

One significant advantage of an LLP is that partners enjoy limited liability. This means that their personal assets are protected in the event of the business incurring debt. In other words, if the LLP is unable to pay its debts, partners are not personally liable, and their personal assets cannot be seized to settle the LLP’s debts. This separation of personal assets and business finances is especially critical for businesses facing significant financial risks and liabilities.

Income Tax

LLPs are also subject to favorable income tax treatment, making them an attractive option for freelancers, consultants, and other self-employed professionals. Unlike companies, LLPs are treated as partnerships for tax purposes, and their profits are not subject to corporation tax. Instead, partners are taxed on their share of the LLP’s profits as income tax. This means that partners pay tax on their earnings at the same rate as individuals, potentially resulting in lower tax bills than if they were operating as a company.

Registering an LLP

Registering an LLP is a straightforward process that requires filing the registration forms with Companies House. The registration process is similar to that of a company, and the LLP must appoint at least two designated members who will have specific legal obligations, such as filing annual accounts and maintaining the company’s registered office address. The LLP must also submit an annual confirmation statement to Companies House to confirm that the information held in the register is accurate and up-to-date.

Overall, an LLP is a suitable business structure for partnerships and businesses that value flexibility, limited liability protection, and favorable tax treatment. When considering forming an LLP, it’s crucial to seek legal advice to ensure that your business structure aligns with your goals and complies with legal requirements.

Company Limited by Guarantee: Ideal for Non-Profit Organizations

A company limited by guarantee is a suitable choice for organisations with non-profit objectives. This structure offers separate legal status, which protects the members from personal liability, and can be used for a variety of non-profit purposes such as charity, sports, or community groups.

The Concept of a Company Limited by Guarantee

A company limited by guarantee is a legal entity, which means it can own property, enter into contracts, and sue or be sued in its own name. However, unlike a company limited by shares, it does not have shareholders or share capital. Instead, the company has members who act as guarantors, agreeing to pay a set amount of money towards the company’s debts in the event that it is wound up.

Company limited by guarantee structures usually require a minimum of two guarantors, with no upper limit, and the amount of money each guarantor commits to pay is usually set at a nominal amount such as £1. This means that the guarantors are unlikely to be liable for any significant debts and are protected from personal liability.

The Unique Characteristics and Benefits of a Company Limited by Guarantee

A company limited by guarantee has a number of unique characteristics and benefits, including:

  • Separate Legal Entity: As mentioned earlier, a company limited by guarantee has separate legal status, which provides the members with personal liability protection. This is because the company is treated as a separate legal entity, distinct from its members.
  • Non-Profit Objectives: This structure is ideal for non-profit organisations, as it does not have shareholders and does not issue shares. Instead, the members act as guarantors, agreeing to pay a fixed sum towards the company’s debts if it is wound up. This means that any profits generated are reinvested in the organisation to fund its activities.
  • Flexible Membership: A company limited by guarantee can have an unlimited number of members, who may be individuals or corporate bodies.
  • Legal Obligations: A company limited by guarantee must comply with the Companies Act 2006, which sets out requirements relating to the registration of the company, the appointment of directors, and the filing of annual accounts and returns.

The Process of Setting Up a Company Limited by Guarantee

To set up a company limited by guarantee, you must submit the required documents to Companies House, including the articles of association, the memorandum of association, and a completed application form. The articles of association set out the rules governing the company, while the memorandum of association confirms that the members agree to form a company and become guarantors.

Once the company is registered, it must comply with the legal obligations set out in the Companies Act 2006, including the appointment of directors and the filing of annual accounts and returns. Failure to comply with these obligations can result in fines and other penalties.

Conclusion

A company limited by guarantee provides a suitable business structure for non-profit organisations in the United Kingdom. By forming a company limited by guarantee, non-profit organisations can benefit from separate legal status, which offers personal liability protection to the members. This structure is flexible, allowing for an unlimited number of members, and reinvests any profits generated back into the organisation. However, it is essential to comply with the legal obligations set out in the Companies Act 2006 to avoid fines and other penalties.

Changing Your Business Structure: When and How

As a business owner, there may come a time when you realise that your initial choice of business structure no longer best suits your needs. This section will guide you through the process of changing your business structure, including the crucial legal considerations, potential tax implications, and steps involved in transitioning to a different structure.

Factors to Consider

Before making any changes, carefully consider the factors that influenced your original decision. Review your business plan and evaluate how your business has evolved since its inception. Have you experienced significant growth? Are you planning to expand in the future? These answers will help you determine the structure that will best support your business’s goals and needs in the future.

Additionally, changing your business structure may result in different tax obligations. For example, converting a sole trader to a limited company could have substantial tax implications, as limited companies are subject to corporation tax on their profits. Therefore, it is crucial to consult with a professional to ensure that you are making an informed decision.

Steps to Change Your Business Structure

The first step in changing your business structure is to research the options available to you and select the structure that aligns with your business goals and needs. Once you have chosen a new structure, you will need to follow the appropriate legal process to ensure a smooth transition.

If you are operating as a sole trader, you may need to register your new structure with HM Revenue & Customs (HMRC) and inform any relevant parties of the change, such as clients and suppliers. If you are changing to a limited company, you will need to incorporate your company with Companies House and transfer the assets and liabilities from your previous structure to the new one.

You may also need to consult with a solicitor or accountant to make sure the new structure is compliant with legal requirements and that you are taking advantage of any available tax benefits.

The Future of Your Business Structure

It is essential to choose a business structure that aligns with your future goals, as making changes to your business structure can be an involved process. Consider how changes to your business structure may impact your ability to access financing or bring on new partners or shareholders.

It is important to regularly review your business structure to ensure that it continues to align with your goals. Your tax obligations, liability, and other legal considerations may change over time, necessitating a change in structure. By staying informed and proactive, you can make sure that your business is well-positioned for future success.

In conclusion, changing your business structure requires careful consideration of various factors, including tax implications, legal requirements, and future goals. Consulting with legal and financial professionals can help ensure a smooth transition and that you are taking full advantage of any available tax benefits or legal protections. By staying informed and proactive, you can make sure that your business is well-positioned for future success, no matter what structure you choose.

Common Business Structures Explained

When starting a business, choosing the right business structure is a crucial decision that will impact your venture’s legal and financial status. In the UK, there are several commonly used business structures to choose from. Below is an overview of the most common business structures, their characteristics, and implications.

Sole Proprietorship

A sole proprietorship, also known as a sole trader, is the simplest and most common business structure. As a sole trader, you are the sole owner and operator of your business and are personally responsible for all of its debts and obligations. This structure is best suited for small businesses with few employees, minimal risk, and low turnover.

One of the main benefits of a sole proprietorship is the simplicity of the structure. There are no registration requirements to start a sole proprietorship, and you can manage your business finances with ease. However, the major downside is the lack of legal protection. As a sole trader, you are personally liable for your business’s debts and legal issues, which can impact your personal assets if the business is not successful.

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Partnership

A partnership is a business structure that involves two or more individuals sharing ownership of a business. There are two types of partnerships – general partnerships and limited partnerships. In a general partnership, all partners share equal responsibility for the business’s debts and obligations. In a limited partnership, there is at least one general partner with unlimited liability, and one or more limited partners who do not participate in the business’s management but are liable only up to the amount of their investment.

The main benefits of a partnership are the shared responsibility and the ability to combine skills and resources. However, partnerships can be risky if there are disagreements between partners, and the partners are personally liable for the business’s debts.

Limited Company

A limited company is a separate legal entity from its owners, providing limited liability protection and tax benefits. There are two types of limited companies – private limited companies (LTDs) and public limited companies (PLCs). In a private limited company, ownership is restricted to a maximum of 50 shareholders and the shares cannot be publicly traded. In a public limited company, there is no limit on the number of shareholders, and the shares can be publicly traded.

The main benefit of a limited company is the limited liability protection it provides to its shareholders. In this structure, the company’s debts and legal issues are separate from the shareholders’ personal assets. Additionally, limited companies often enjoy better tax benefits and can raise capital more easily.

Limited Liability Partnership

A limited liability partnership (LLP) is a hybrid of a limited company and a partnership. It provides the flexibility of a partnership while also offering liability protection like a limited company. In an LLP, all partners have limited liability, and the partnership is responsible for its debts and legal issues.

The main benefits of an LLP are the liability protection it provides and the flexibility in management. However, like a partnership, disputes between partners can be problematic and require a partnership agreement to avoid conflicts.

Below is a table summarizing the different business structures:

Business StructureOwnershipLiabilityTaxation
Sole ProprietorshipOne individualUnlimited personal liabilityPersonal income tax
PartnershipTwo or more individualsUnlimited personal liabilityPersonal income tax
Limited CompanyOne or more shareholdersShareholders have limited liabilityCorporate tax
Limited Liability PartnershipTwo or more partnersPartners have limited liabilityPersonal income tax

Choosing the right business structure is a critical decision that can impact your business’s legal and financial future. By understanding the characteristics and implications of each structure, you can make an informed decision that aligns with your unique business needs and goals.

The Importance of Legal Advice in Choosing a Business Structure

Choosing the right business structure is a critical step when starting a business in the United Kingdom. While it may seem straightforward, there are many legal and financial implications to consider when deciding on the best structure for your needs. Seeking legal advice is an essential step in this process, ensuring that you comply with all legal requirements and protect both your personal and business interests.

Professional legal advice can help you navigate the complexities of different business structures, evaluate the pros and cons of each option, and make an informed decision that aligns with your goals. A qualified legal professional can also assist with the process of forming a new business and registering with the appropriate regulatory bodies.

Legal advice can also help you maximize tax efficiency and reduce your liability in case of legal disputes or bankruptcy. A skilled lawyer can explain the various legal obligations that come with different business structures, including record-keeping requirements, reporting obligations, and compliance with employment law. By seeking legal advice, you can ensure that you understand the legal implications of your chosen business structure and avoid costly mistakes in the future.

The Benefits of Legal Advice

The benefits of seeking legal advice when choosing a business structure are numerous. Some of the advantages of consulting a legal professional include:

  • Understanding the legal requirements for starting a business in the UK
  • Evaluating the tax implications of different business structures
  • Managing your legal obligations as a business owner
  • Protecting your personal assets in case of a legal dispute or bankruptcy
  • Complying with regulatory requirements and reporting obligations

Choosing a Company Limited by Guarantee

If you are considering a company limited by guarantee (CLG) as your business structure, legal advice is especially important. CLGs are a unique type of legal entity that requires special consideration when it comes to legal compliance and regulatory requirements.

A company limited by guarantee is typically used for non-profit organizations, such as charities, social enterprises, and clubs. The structure allows members to limit their personal liability and enjoy the benefits of a separate legal entity. However, CLGs also require strict compliance with the Companies Act, including the appointment of directors and the submission of annual accounts and reports.

By seeking legal advice, you can ensure that you understand the legal obligations required to set up and operate a CLG successfully. A legal professional can also advise you on the best practices for managing your finances, complying with employment law, and meeting your regulatory obligations.

Start Your Business on the Right Foot

Starting a business is an exciting but challenging endeavor. By seeking legal advice when choosing your business structure, you can ensure that you start on the right foot and set yourself up for long-term success. A skilled legal professional can guide you through the legal complexities of different business structures and help you make an informed decision that aligns with your goals and needs.

In conclusion, legal advice is an essential component in choosing the right business structure for your UK business. By seeking legal counsel, you can protect your interests, comply with legal requirements, and maximize your chances of success.

Planning for Future Success: Business Structure and Growth

Choosing the right business structure is crucial to achieving long-term success and growth. As your business profits and expands, you may need to re-evaluate the structure you choose to ensure it aligns with your goals and provides the flexibility needed to accommodate growth.

Growing your business typically requires investment. One way to finance growth is to reinvest your business profits – a model adopted by many successful UK businesses.

You may also need external funding to help scale your business, which can be more easily attained with certain business structures. For instance, limited companies can issue shares and raise funds from investors, while partnerships can bring on new partners who contribute capital.

It’s crucial to select a business structure that enables you to invest in the business and attract investors. For example, a limited liability company provides shareholders with limited liability protection, which can be a significant draw for potential investors.

Structuring for Growth

Choosing a business structure that allows for growth and expansion requires foresight and careful consideration. Consider the following:

  • What are your long-term goals for the business: do you want to stay small and maintain ownership or grow the business and bring in investors?
  • How might your business needs change over time: will a change in structure better support your long-term vision?
  • What structure will enable you to reinvest profits effectively in the business?

If you’re in doubt about what structure works best for your growth plans, consult with legal professionals who can provide guidance. A legal expert can help you understand the pros and cons of each structure and the legal and financial implications of your choice.

Investing in Your Business

Investing in your business through expansion and growth requires careful planning and balanced decision-making. You need to balance the need for growth with the legal and financial obligations of your chosen business structure.

To make informed decisions, it’s essential to track your business finances and seek professional advice when necessary. Consult an accountant or financial advisor to help you identify the right investment opportunities and ensure your finances stay on track.

Remember, planning for the future means keeping an open mind and being willing to reassess your business structure when needed. Make sure you stay up to date with any changes to regulations or tax requirements that may impact your business structure in the future.

Conclusion

Choosing the right business structure is a crucial decision that can significantly impact the success and sustainability of a UK business. By carefully considering factors such as liability, taxation, and legal obligations, entrepreneurs can make informed decisions that align with their unique needs and goals.

It is highly advisable to seek legal advice when making this decision. Engaging with a professional can ensure that compliance with legal requirements is met, tax efficiency is maximized, and personal and business interests are protected.

As a business grows and evolves, so too can the structure. Always keep future growth and success in mind to ensure the chosen business structure can support such aspirations. Different structures can impact access to capital, fundraising opportunities and the ability to bring in new partners or shareholders.

By evaluating all options and considering all factors, entrepreneurs can start their businesses on the right path, setting the stage for future growth and prosperity.

FAQ

How do I choose the right business structure in the UK?

Choosing the right business structure in the UK involves understanding the different legal structures available and evaluating factors such as liability, taxation, and legal obligations. Consulting with professionals and considering your business goals will help you make an informed decision.

What factors should I consider when choosing a business structure?

When choosing a business structure, consider factors such as the nature of your business, liability preferences, taxation implications, and the level of legal protection you seek. Evaluating these elements will help you narrow down your options and select the structure that best suits your needs.

What is a sole trader business structure?

A sole trader structure is the simplest and most common business structure in the UK. As a sole trader, you are the sole owner and personally liable for the business’s debts. Registering as a sole trader with HM Revenue & Customs (HMRC) is a necessary step for this structure.

What is a partnership business structure?

A partnership structure is suitable for businesses with one or more partners. There are different types of partnerships, such as general partnerships and limited partnerships. Understanding the legal aspects, rights, and responsibilities of each partner, and establishing a partnership agreement are important for this structure.

What are limited companies?

Limited companies are business structures that offer limited liability, separate legal entity status, and potential tax benefits. There are different types of limited companies, such as private limited companies (LTDs) and public limited companies (PLCs). Incorporating a limited company involves meeting legal obligations and understanding the role of shareholders and directors.

What are limited liability partnerships?

Limited liability partnerships (LLPs) combine features of companies and partnerships. They provide limited liability protection, partnership-like flexibility, and favorable income tax treatment. To register an LLP, you need to comply with the requirements set by Companies House and understand the associated legal obligations.

What is a company limited by guarantee?

A company limited by guarantee is a business structure suitable for non-profit organizations. This structure offers separate legal entity status and is subject to specific regulations. Setting up a company limited by guarantee involves appointing directors and adhering to the governing rules.

How can I change my business structure?

As your business evolves, you may need to change your structure. This process requires careful consideration of legal aspects, tax implications, and the steps involved in transitioning to a different structure. Certain circumstances may necessitate a change, and it is important to evaluate the factors that will impact your decision.

What are the most common business structures in the UK?

The most common business structures in the UK include sole proprietorship, partnership, limited companies, and limited liability partnerships. Understanding the characteristics and implications of each structure will help you make an informed decision for your own business.

Why is legal advice important when choosing a business structure?

Seeking legal advice when choosing a business structure is crucial to ensure compliance with legal requirements, maximize tax efficiency, and protect your personal and business interests. Consulting with professionals will provide guidance tailored to your specific circumstances.

How does the business structure impact future growth?

Your chosen business structure plays a crucial role in your business’s future growth and success. The structure can impact access to capital, fundraising opportunities, and the ability to bring in new partners or shareholders. Aligning your structure with your long-term goals will support your aspirations.

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Disclaimer: This document has been prepared for informational purposes only and should not be construed as legal or financial advice. You should always seek independent professional advice and not rely on the content of this document as every individual circumstance is unique. Additionally, this document is not intended to prejudge the legal, financial or tax position of any person.

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