{
  "url": "https://openlegislation.uk/restrictive-trade-practices-services-amendment-order-1989/note",
  "json_url": "https://openlegislation.uk/restrictive-trade-practices-services-amendment-order-1989/note.json",
  "legislation": "uksi/1989/1082",
  "legislation_title": "The Restrictive Trade Practices (Services) (Amendment) Order 1989",
  "legislation_url": "https://openlegislation.uk/restrictive-trade-practices-services-amendment-order-1989",
  "path": "note",
  "kind": "note",
  "number": null,
  "heading": "Explanatory note",
  "text": "(This note is not part of the Order)\nThis Order amends the Restrictive Trade Practices (Services) Order 1976 (“the 1976 Order”) which applied Part I of the Restrictive Trade Practices Act 1956 (c. 68) (now consolidated in the Restrictive Trade Practices Act 1976) to restrictive agreements in the supply and acquisition of services.\nThe amendments made by the Order exempt from the registration requirements of the 1976 Act agreements for the sale and purchase of shares in a company or of a business (“sale and purchase agreements”) and agreements for the subscription of shares in a company (“share subscription agreements”) provided that the agreements satisfy certain conditions.\nIn the case of sale and purchase agreements the main conditions are (new articles 5 and 6 to be added to the 1976 Order)–\n(a) that more than 50 per cent in nominal value of the issued share capital of the company be transferred to one purchaser or to more than one where they are all members of the same group of companies, or (as the case may be) that the whole of the vendor’s interest in a business be transferred to one or more purchasers;\n(b) that the agreements only contain registrable restrictions of the type specified in article 3(2)(b) to (e) of the 1976 Order;\n(c) that such restrictions only be accepted by vendors, their associated companies, or by individuals (save that bodies corporate or unincorporate cannot accept such restrictions where they are also purchasers under the agreement in question);\n(d) that the restrictions to be disregarded only limit the extent to which the persons accepting them may compete with the company or business which is the subject of the sale, or be involved in or assist any business which so competes; and\n(e) that the restrictions to be disregarded only be operative for a period not exceeding 5 years beginning with the date of the agreement or a period beginning with the date of the agreement and ending 2 years after the date of expiry or termination of the relevant employment or services contract, whichever is the later.\nIn the case of share subscription agreements the main conditions are (new articles 7 and 8 to be added to the 1976 Order)–\n(a) that the agreements only contain registrable restrictions of the type specified in article 3(2)(b) to (e) of the 1976 Order;\n(b) that such restrictions only be accepted by individuals;\n(c) that the restrictions to be disregarded only limit the extent to which the persons accepting them may compete with the issuing company, or be involved in or assist any business which so competes; and\n(d) that the restrictions to be disregarded only be operative for a period not exceeding 5 years beginning with the date of the agreement or a period beginning with the date of the agreement and ending 2 years after the relevant person ceases to be a member of the issuing company or after the date of expiry or termination of the relevant employment or services contract, whichever is the later.",
  "extent": null,
  "status": null,
  "version": "current",
  "annotations": [],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/uksi/1989/1082/note",
    "retrieved_at": "2026-10-29T15:41:53.807752+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}