Company incorporation and constitution

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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 Company incorporation and constitution content

Practice notes
Doing business in: PolandUpdated September 2021IntroductionAs another year of the coronavirus (COVID-19) pandemic goes by the Polish economy is...
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Produced in partnership with Wardynski & Partners 24th Sep
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
Doing business in: ChinaUpdated in July 2021IntroductionThe business environmentForming a companyFinancing a companyOpening a bank accountUtilising...
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Produced in partnership with Haibin Xue of Zhong Lun Law Firm 22nd Sep
Practice notes
Doing business in: ChileUpdated September 2021Chile is the most economically stable country within South America and, in terms of The World Bank, a...
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Produced in partnership with Albagli Zaliasnik 22nd Sep
Practice notes
Doing business in: ItalyUpdated in July 2020IntroductionItaly is a founding member of the EU. It extends for 301,230 sq km and it has a strategic...
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Produced in partnership with Marco Mazzeschi of Mazzeschi Srl 22nd Sep
Practice notes
Doing business in: FranceUpdated in September 2021IntroductionFrance is an open market economy and provides a business-friendly environment with...
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Produced in partnership with Bersay 21st Sep
Precedents
Anti-dilution ratchet provisions—articles—non-leveraged investmentAdd new Article 14 as follows:14. Anti-dilution14.1 In this Article 14, unless the...
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17th Sep
Q&As
Is a contract between a company and a third party which is entered into in breach of the company’s articles of association enforceable?This Q&A deals...
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Produced in partnership with Lynne Counsell of 9 Stone Buildings 13th Sep
Q&As
What happens where a company director gives an undertaking which they know to be untrue, ie where they give an undertaking not to take action X when,...
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13th Sep
Practice notes
Doing business in: IndonesiaUpdated in September 2021IntroductionThe business environmentForming a companyFinancing a companyOpening a branch office...
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Produced in partnership with Assegaf Hamzah & Partners 13th Sep
Precedents
Article of association prohibiting the exercise of the power to allot shares under CA 2006, s 550 and giving authority to allot shares under CA 2006,...
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10th Sep
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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10th Sep
Q&As
When a non-UK company has a UK permanent establishment or becomes UK tax resident, how and when must it inform Companies House and HMRC? What happens...
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6th Sep
Q&As
Does the assignment of a business name need to be evidenced in writing?If the business name in question is a registered trade mark, the formalities...
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3rd Sep
Practice notes
Doing business in: Hong KongJuly 2021IntroductionThe business environmentForming a companyFinancing a companyOpening a bank accountUtilising office...
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Produced in partnership with Felix K.H.Ng, Timothy L.T. Wan, Christina H.K. Ma and, Vanessa C. Y. Wong of Haldanes Solicitors & Notaries 23rd Aug
Precedents
Letter—filing forms at Companies HouseCompanies House[Crown WayMaindyCardiff CF14 3UZOR4th Floor Edinburgh Quay 2139 FountainbridgeEdinburgh EH3...
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21st Aug
Q&As
Corporate redomiciliation—can a non-UK company redomicile into the UK?It is possible for a non-UK incorporated company to redomicile to the UK....
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16th Aug
Precedents
Articles of association—example amendments to introduce growth sharesCompanies Act 2006Private Company Limited By SharesArticles of Association of...
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15th Aug
Precedents
Articles of association—non-leveraged investment—multiple investorsCompanies Act 2006Private Company Limited By SharesArticles of Association of...
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12th Aug
Precedents
Board minutes—private limited shelf company—first meetingCompany number: [insert number][INSERT COMPANY NAME] LimitedMinutes of a meeting of the board...
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12th Aug

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