FAQs for Solicitors

All defined terms in this document are set out in the Glossary of Terms document available on the portal.

These FAQs are provided for informative purposes. They are not intended to provide advice of any kind (including legal, financial, tax or other professional advice). You should seek professional or specialist advice before doing anything on the basis of this content. Please review this set of FAQs in conjunction with the FAQs for Investors on the portal. There is important information relevant to you as a solicitor in this document.

The Future Fund scheme has now closed for new applicants. We are now processing applications which were correctly completed and submitted by a lead investor and matched by the investee business before 23:59 GMT on Sunday, 31 January 2021, when the scheme closed to new applications. The online portal will remain open for Investee companies with legally completed CLAs to submit information and MI for portfolio monitoring purposes. Please see the Closure of Scheme FAQs for further information on how this impacts new and existing applicants.

More information about applications from non UK parent companies

Full details of the scheme can be found on the overview page of the Future Fund website.

The contractual arrangement (to lend funds to the Investee Company) will be entered into by way of Convertible Loan Agreement. Further details on the Convertible Loan Agreement can be found on the Solicitors page of the Future Fund website.

The parties to the Convertible Loan Agreement shall be the Investee Company, the Future Fund (UK FF Nominees Limited) and the other Investors providing the matched funding.

A copy of the Convertible Loan Agreement (PDF, 290KB) can be found on the Solicitors page of the Future Fund website.

If you act for the Investee Company, a director of the Investee Company will be required to provide a director’s certificate in respect of certain confirmations to be given by the Investee Company.

Information submitted throughout the application process is subject to terms and conditions.

A copy of the director’s certificate (PDF, 73KB) can be found on the Solicitors page of the Future Fund website.

UK FF Nominees Limited. This entity holds legal title to the Future Fund’s Loans and any shares resulting from their conversion on behalf of the government.

You may be asked by your client to assist in two aspects in relation to the Future Fund scheme:

• Legal advice: you may be asked to advise on the scheme and its associated documents, by either an Investor or the Investee Company (further information about the scheme and the application process can be on the Solicitors page of the Future Fund website). and/or
• Settlement: if you act for the Investee Company it is a requirement of the scheme that you facilitate completion and you must therefore be a UK regulated solicitor permitted to receive and hold client money – this will involve receiving and holding the completion monies to order from the Lead Investor and any Other Investor (or their solicitor(s)), to be released to the Investee Company on execution of the Convertible Loan Agreement and upon confirmation from the Future Fund via the Future Fund portal. You will also receive the completion monies from the Future Fund post-completion, which you will send as soon as possible to the investee company. Please see the FAQs on Settlement and Regulatory Guidance for further information on settlement/completion and handling client money.

No, you do not need to register or apply to act under the scheme and there is no panel of approved firms.

If you act on behalf of the Investee Company, your client will provide your details as their nominated solicitor on the Future Fund portal. We will then contact you.

There are certain restrictions on your ability to act which are set out in the “Solicitor requirements” FAQs; please see below for further information.

To be able to act for your client in respect of this scheme, you are required to meet the following criteria:

• you must be a practising UK regulated solicitor – registered with the relevant UK regulatory body set out below; and
• if your client requires you to handle any completion monies, you must be permitted to hold client money and have a client account in accordance with the rules of your relevant UK regulatory body.

Please consult the website of your UK regulatory and/or professional body for further guidance:

• The Solicitors Regulation Authority for England & Wales (the “SRA”)
• The Law Society of Scotland (the “LSS”)
• The Law Society of Northern Ireland (the “LSNI”)

Information is also available on the website of the Law Society of England & Wales

You are not prohibited from providing legal advice to your client in respect of the Future Fund.

However, you will be unable to act if your client requires you to handle any completion monies, as freelance solicitors are not permitted to hold client money, save for money that relates to their fees and disbursements.

You must meet the “Solicitor requirements” set out above.

No, in order to deal with the completion monies you must be permitted to handle and capable of handling client money.

Your regulatory and legal obligations in relation to Know Your Client, AML, source of funds, and conflicts checks must be observed. If you have any concerns or questions, please contact your regulator.

If you act for an Investor, your client will receive notifications through the Future Fund portal of the progression of their application, including the request to transfer their completion monies to the nominated Investee Company’s solicitor’s client account. If you are instructed to handle your client’s completion monies on their behalf, you must be a UK regulated solicitor permitted to handle client money and you must act in accordance with the rules on client money applicable to you by your UK regulatory body.

Please note: As the nominated Investee Company solicitor will be required to provide the Future Fund portal with a standard form confirmation letter addressed to UK FF Nominees Limited on receipt of the full amount of the Investor completion monies from the Lead Investor and any Other Investor(s) (as applicable), you must ensure that your client’s completion monies are transferred to the nominated Investee Company solicitor in accordance with the requirements of this letter.

A copy of the solicitor’s confirmation letter (PDF, 103KB) can be found on the Solicitors page of the Future Fund website.

A diagram of the settlement process can be found on the Solicitors page of the Future Fund website

Your involvement is summarised below:

1. before completion, you will need to receive into your client account, and hold to order pending completion, the full amount of the completion monies on behalf of the Lead Investor and any Other Investor(s) (as applicable);
2. as the nominated Investee Company solicitor, you will be required to provide the Future Fund portal with a standard form confirmation letter addressed to UK FF Nominee Limited on receipt of the monies described in point (1) above. You must ensure that these monies are transferred to you in accordance with the requirements of this letter;
3. it will be your responsibility to liaise with the Lead Investor and any Other Investor(s) (or their solicitor(s)) to ensure that you receive the monies described in point (1) above and to agree with them the terms under which you hold those monies;
4. along with the confirmation letter for signing and dating by you, the Future Fund portal will also issue the Convertible Loan Agreement for signing (but not dating) by the Lead Investor and any Other Investor(s) and the Investee Company. The Future Fund portal will also request an executed director’s certificate from the Investee Company;
5. if the Future Fund portal has not received your signed and dated confirmation letter, as well as the signed and dated director’s certificate and signed (but not dated) Convertible Loan Agreement within seven days, the Future Fund portal will ask you to re-confirm that you continue to hold the full amount of the Lead Investor and any Other Investor(s) completion monies to their order in your client account;
6. the Future Fund portal will then issue a fully executed and dated Convertible Loan Agreement. This constitutes completion and will be the trigger for the Future Fund portal to instruct UK FF Nominee Limited’s bank to transfer its completion monies to your client account; and
7. after completion, you should release the Lead Investor and any Other Investor(s) completion monies to the Investee Company’s bank account in accordance with your instructions and you should send the completion monies from UK FF Nominees Limited to the Investee Company’s bank account as soon as possible once received in your client account.

Your regulatory and legal obligations in relation to Know Your Client, AML, source of funds, and conflicts checks must be observed. If you have any concerns or questions, please contact your regulator. If you require information on the Fund Fund’s legal structure, ownership and control for the purposes of meeting your regulatory and legal obligations then please email futurefundsupport@british-business-bank.co.uk and a KYC Corporate Information pack will be shared with you.

A copy of the standard form of solicitor confirmation letter mentioned above at point (2) can be found on the solicitors page of the Future Fund website.

These roles, as envisaged in the proper administration of the scheme, have been examined by the professional and regulatory bodies in each UK jurisdiction and are considered as being compliant with their rules on professional conduct and with their accounts rules.

Please consult the website of your UK regulatory and/or professional body for further guidance:

• The Solicitors Regulation Authority for England & Wales (the “SRA”)
• The Law Society of Scotland (the “LSS”)
• The Law Society of Northern Ireland (the “LSNI”)

Information is also available from the Law Society of England and Wales.

You should act in accordance with the rules applicable to solicitors by your relevant regulatory body in England & Wales, Scotland and/or Northern Ireland (as applicable).

Solicitors in England & Wales asked to perform the settlement process only, and who are not providing any related regulated legal advice, should consult the SRA Q&As.

Independence of legal advice should be prioritised at all times. You should act in accordance with the rules and guidance applicable to solicitors by your relevant regulatory and/or professional body in England & Wales, Scotland, or Northern Ireland (as applicable). KYC and conflicts checks should be undertaken as you would do in any other matter when taking instructions from your clients.

There is no prohibition to charging for fees, but your fee arrangements must be agreed with and communicated to your clients in accordance with your engagement letter and the rules and guidance applicable to solicitors by the relevant regulatory and/or professional body in England & Wales, Scotland and/or Northern Ireland (as applicable). It is good practice to ensure that your clients are aware of your fees and charging structure prior to undertaking any work.

This will depend on the fee arrangement that has been agreed with your client. You should act in accordance with the rules and guidance applicable to solicitors by the relevant regulatory and/or professional body in England & Wales, Scotland and/or Northern Ireland (as applicable).