Company incorporation and constitution

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Practice notes
This Practice Note examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public...
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9th Nov
Practice notes
A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...
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9th Nov
Practice notes
This Practice Note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may be removed.It does not...
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9th Nov
Practice notes
The Prospectus Regulation (EU) 2017/1129 came into force on 20 July 2017 and its provisions came fully into effect in Member States on 21 July 2019....
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9th Nov
Practice notes
This Practice Note explains the cash box structure and the principles behind its use in connection with a proposed placing by a public limited company...
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Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 12th Jan
Practice notes
A ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees post-investment.In a venture capital...
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9th Nov
Practice notes
The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...
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Produced in partnership with Peter Kohl of Hogan Lovells International LLP 12th Jan
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Practice notes
Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...
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9th Nov
Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Practice notes
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...
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Produced in partnership with Louise Wolfson. 12th Jan
Practice notes
A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...
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9th Nov
Practice notes
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,...
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9th Nov
Practice notes
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...
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9th Nov
Practice notes
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...
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9th Nov
Practice notes
Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a...
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9th Nov

Most recent Company incorporation and constitution content

Practice notes
Allotment of subscriber sharesUnder the Companies Act 2006 (CA 2006), a company is formed when one or more persons:•subscribe their names to a...
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15th May
Practice notes
Breaching the articles of associationThis Practice Note considers the unique contractual status of the articles of association between the company and...
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15th May
Practice notes
Company names and business namesThere are a number of statutory and regulatory controls and restrictions on the choice of company and business names....
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15th May
Practice notes
Incorporating a companyCoronavirus (COVID-19): Following the COVID-19 outbreak, some Companies House filing and other administrative procedures have...
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15th May
Practice notes
Company incorporation—glossary of termsAAlternative record-keepingProvisions in Part 8 of the Companies Act 2006 (CA 2006), as inserted by Schedule 5...
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15th May
Practice notes
Form of transfer of sharesThere are a number of circumstances in which shares in a company may be transferred, eg upon a sale of the shares, through...
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15th May
Practice notes
Changing a company's nameThis Practice Note should be read in conjunction with Practice Note: Company names and business names which summarises the...
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15th May
Practice notes
Setting up a company—training materialsThese training materials consist of template PowerPoint slides that can be used as the basis of one or more...
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15th 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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15th May
Practice notes
Transfer of shares—law and procedureThere are a number of circumstances in which shares in a company may be transferred, eg upon a sale of the shares,...
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15th May
Practice notes
The registered officeCoronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to...
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15th May
Practice notes
A company’s constitutionWhat is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as...
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15th May
Practice notes
Appointment of a company secretaryThis Practice Note focuses on how a company secretary of a public company (as defined) or a private company (as...
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15th May
Practice notes
Class rights and variation of class rightsA company having a share capital may have separate classes of shares. As a general rule, a type of share...
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15th May
Practice notes
Incorporating a limited company—fundamentalsCoronavirus (COVID-19): Following the COVID-19 outbreak, some Companies House filing and other...
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15th May
Practice notes
Appointment, retirement and resignation of a directorThis Practice Note focuses on the law and practice relating to the appointment of directors and...
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15th May
Practice notes
Articles of association—provisions for entrenchmentWhat are 'provisions for entrenchment'?The usual way to amend a company's articles of association...
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15th May
Practice notes
Company constitution—fundamentalsThis note provides an oversight of the law and practice relating to company constitution, with links to relevant...
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15th May
Practice notes
Amending the articles of associationThis Practice Note summarises the procedure to amend or change a company’s articles of association in accordance...
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15th May
Practice notes
Doing business in: PolandUpdated August 2020IntroductionThe Polish economy not been left unscathed by the coronavirus (COVID-19) health crisis. Like...
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Produced in partnership with Wardynski & Partners 15th May

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