Company incorporation and constitution

Explore the intricacies of company incorporation and constitution, providing you with the foundational knowledge to establish and structure businesses effectively.

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Practice notes
Holding an AGM of a private company or unlisted public companyThis Practice Note summarises the law, guidelines and market practice relating to the...
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2nd Jun
Practice notes
Removal of a directorThis note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an...
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30th May
Practice notes
Unlimited companiesThis Practice Note summarises the main features of an unlimited company and why an unlimited company might be used as a vehicle to...
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2nd Jun
Practice notes
Loan notes—fundamentalsThis fundamentals note considers some of the key characteristics of loan notes which may be issued by a private limited company...
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2nd Jun
Practice notes
Private equity investment—ratchetsA ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees...
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30th May
Practice notes
Directors’ remunerationCompany directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration...
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30th May
Practice notes
Drag along and tag along—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...
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30th May
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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2nd Jun
Practice notes
Transfer of shares—law and procedureThere are a number of circumstances in which shares in a company may be transferred, the most common of which are...
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2nd Jun
Practice notes
Companies limited by guaranteeWhat is a company limited by guarantee?Limited companies can be either limited by shares or by guarantee. A company...
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30th May
Practice notes
Quorum requirements for general meetings (including AGMs)This Practice Note summarises the law relating to quorum requirements for a company’s general...
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30th May
Practice notes
Company records—a company's statutory registersThe Companies Act 2006 (CA 2006) requires companies to keep the following statutory registers:•the...
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2nd Jun
Practice notes
Fiduciary duties of directorsThis Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the...
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30th May
Practice notes
Share certificatesShares in a company can be issued as certificated shares or uncertificated shares.Shares issued by private companies and unlisted...
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2nd Jun
Practice notes
Issue of redeemable sharesA limited company having a share capital may issue redeemable shares. Redeemable shares are a statutory concept contained in...
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2nd Jun
Practice notes
Directors’ board meetings—fundamentalsUnlike company general meetings and annual general meetings (AGMs), there are no specific provisions in the...
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30th May

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