Please activate JavaScript!
Please install Adobe Flash Player, click here for download
ePaper created 2015-05-28, 18:34:54 | version 1.33.0
ASSET SALES SPV SALES EMPLOYEES Any contracts of employment relating to employees who deal with the property (for example, contractors or security guards) may automatically transfer to the Buyer under UK employment legislation or may need to be transferred to the Buyer. Contracts of employment entered into by the SPV will remain with the SPV after completion. INDEMNITIES Often indemnity insurance is obtained. The SPA will often contain a tax indemnity and indemnities in respect of specific issues. TIMING Dependent on matters such as how the acquisition is financed. The sale of an SPV often takes longer than a property sale due to the additional due diligence required. Greater need for tax and accountancy advice. PARTIES’ COMPLETION OBLIGATIONS Delivery of contracts and documentation required for completion and transfer of purchase money. The SPA normally contains an extensive list of documents that the parties are required to deliver, and the actions they must take at completion of the transaction. POST COMPLETION • The Seller must send the title deeds and documents to the Buyer on completion. • Land Registry formalities. • Discharge of charges over the land held by the Seller. If the SPV is a UK company, Companies House must be notified of changes to officers and any new articles o f association and special resolutions passed by the SPV and the creation and/or discharge of charges. The company must update its statutory books and deliver a new share certificate to the Buyer. The Buyer has an ongoing obligation to comply with filing and other requirements for companies in the jurisdiction of incorporation of the SPV. 7pg lore summer 2015