This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...
This Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited company (target): the share purchase...
Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...
BREXIT IMPACT: The law as set out in this Practice Note may be affected by Brexit. For further details on the potential impact of Brexit, see Impact...
What is an intention to float announcement?An intention to float announcements (ITF) is generally the first announcement to the public by an issuer of...
This Practice Note provides an overview of the purpose, content and scope of a comfort letter prepared by the auditors of a company preparing to offer...
The agreement of the members of a company is required to make certain changes to a company, such as amending its constitution, name or share capital,...
The principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may...
What is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:•the company’s articles of...
There is no right of inspection whatsoever in relation to board minutes (Companies Act 2006, s 248 (CA 2006)) and accordingly members of the company,...
Tracing through non-registrable entities until one identifies registrable people with significant control (PSCs), or until one concludes there are no...
The PSC regime applies to UK incorporated companies limited by shares or guarantee (including community interest companies), LLPs, unlimited companies...
CA 2006, s 790K states that the register should show the required particulars of a registrable PSC, including ‘the nature of his or her control over...
As a result of the Information about People with Significant Control (Amendment) Regulations 2017, SI 2017/693 (2017 Regulations) coming into force on...
The section 84 and Schedule 4 of the Small Business, Enterprise and Employment Act 2015 (SBEEA 2015) specifically abolish the issue of bearer shares,...
There are no specific late filing penalties set down in relation to the people with significant control (PSC) regime, although it is anticipated that...
As more fully described in Practice Note: Trading disclosures, the Company, Limited Liability Partnership and Business (Names and Trading Disclosures)...
We assume that:•each company will be holding its own board meeting to consider and approve the matters•the same directors will be attending each board...
In answering this Q&A we have assumed that the company in question is a private company limited by shares.Due diligenceIf paperwork relating to share...
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