Resolutions

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Practice notes
A guide to share purchase agreementsThis Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited...
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19th May
Practice notes
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
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19th May
Practice notes
Tailoring a shelf companyA person wishing to set up a new company has the following options:•they can incorporate a new company in accordance with the...
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19th May
Practice notes
Alternate directorsThis Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and...
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19th May
Practice notes
Non-executive directors—independenceThe concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board...
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Produced in partnership with Advanced Boardroom Excellence 19th May
Practice notes
G20/OECD Principles of Corporate GovernanceThis Practice Note discusses the Principles of Corporate Governance (Principles) published by the Group of...
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Produced in partnership with Professor Brenda Hannigan of University of Southampton 19th May
Practice notes
The Prospectus Regulation—key changes in comparison to the Prospectus Directive regimeThis Practice Note provides an overview of the implementation of...
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19th May
Q&As
Can a capital contribution/gift by a shareholder be treated as distributable reserves?The issue is whether capital contributions or gifts by a...
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Produced in partnership with Brenda Hannigan of Southampton University 19th May
Practice notes
The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...
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Produced in partnership with Mr Darragh Connell of Forum Chambers 19th May
Practice notes
Sub-division and consolidation of sharesIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period...
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19th May
Practice notes
Insider listsThis Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope...
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19th May
Practice notes
General meetings—notice requirements for private and unlisted public companiesA general meeting must satisfy certain requirements set out in the...
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19th May
Practice notes
Notifying changes in share capital to Companies House—statement of capitalCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some...
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19th May
Q&As
Will a redesignation of shares constitute a variation of class rights?A redesignation of shares involves a change in the name of some or all of a...
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Produced in partnership with Julian Henwood of Gowling WLG 19th May
Q&As
What is the process for a redesignation of shares?This Q&A examines how a company may carry out a redesignation of shares, meaning a change in the...
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19th May
Practice notes
Financial assistance—a quick guideThe Companies Act 2006 (CA 2006) prohibits: •a public company (or its subsidiary) from giving financial assistance...
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19th May

Most recent Resolutions content

Q&As
Is a provision in a company's articles valid if it requires all resolutions to be special resolutions passed with a 75 per cent majority? To the...
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Produced in partnership with Alasdair Steele of CMS 22nd Sep
Practice notes
Members’ meetings and resolutions—glossary of termsAABISee Association of British Insurers.Accounts meetingThe particular general meeting of the...
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17th Sep
Precedents
Ordinary resolution of a company approving a payment to a director for loss of officeOrdinary resolution[That the payment of [insert amount] proposed...
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17th Sep
Precedents
Letter to auditors enclosing copy of written resolution of a private company[insert date]Dear [insert individual/organisation name][insert name of...
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13th Sep
Precedents
Resolution—reappointment of director retiring by rotationOrdinary resolution:That [insert...
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13th Sep
Precedents
Written resolution of the members of a private companyCompany number: [insert number]The companies act 2006Private company limited by SHARESWritten...
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13th Sep
Precedents
Resolution—approving the directors’ remuneration policyOrdinary resolution:That the directors’ remuneration policy set out on pages [insert page no.]...
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13th Sep
Precedents
Resolution—receiving accounts and reportsOrdinary resolution:That the audited accounts of the Company for...
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13th Sep
Precedents
Resolution—approving directors’ remuneration reportOrdinary resolution:That the directors’ remuneration report (other than the part containing the...
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13th Sep
Practice notes
Shareholder resolutionsThe agreement of the members of a company is required to make certain changes to a company, such as amending its constitution,...
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13th Sep
Precedents
Resolutions—allotment of shares—general or specific authority—CA 2006, s 551—unlisted companyAuthority to allot shares—no distinction made between...
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10th Sep
Precedents
Directors’ service contracts—resolution approving a long term service contractOrdinary resolution[That the term in the service contract proposed to be...
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26th Aug
Precedents
Directors’ service contracts—resolution of a holding company approving a long term service contractORDINARY RESOLUTION[That the term in the service...
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26th Aug
Precedents
Ordinary resolution authorising directors to determine the terms, conditions and manner of a redemption of sharesOrdinary resolution...
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17th Aug
Precedents
Special resolution of a private limited company to approve payment out of capital for a redemption of sharesSpecial resolutionThat the payment of...
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17th Aug
Precedents
Removal of a director—ordinary resolutionOrdinary resolution...
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12th Aug
Precedents
Resolution—off-market share buyback—approving contract terms—private limited company (shares)ORDINARY RESOLUTIONThat the terms of the [draft] contract...
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12th Aug
Precedents
Ordinary resolution of a subsidiary company approving a payment to a director of its holding company for loss of office in connection with a share...
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12th Aug
Precedents
Special resolution disapplying pre-emption rights under s 571 CA 2006 (private company with more than one class of shares or creating a new class of...
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12th Aug
Precedents
Resolution—approving a substantial property transaction between a director or their connected person and a subsidiaryORDINARY RESOLUTION[That the...
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12th Aug

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