A company's constitution

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Market Tracker weekly highlights—22 April 2021

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Corporate weekly highlights—22 April 2021

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UK accession to Lugano Convention—Is the door closing?

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Featured Corporate content

Scrip dividends

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, the London Stock Exchange released a notice to give companies guidance on the...

Shareholder resolutions

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,...

Declaration of a director's interests—the statutory provisions

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...

Fiduciary duties of directors

This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...

Precedents

Anti-embarrassment clause—share purchase agreement

Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...

9th Nov

Practice notes

Insider lists

This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...

9th Nov

Practice notes

A guide to cash box placings

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...

Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 12th Jan

In-house

Practice notes

Class 1 transactions—fundamentals

This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...

9th Nov

Practice notes

Joint shareholders

Shares in a company may be allotted or transferred to any number of holders (whether they are natural persons or corporate entities) to be held...

9th Nov

Practice notes

The Prospectus Regulation—key changes in comparison to the Prospectus Directive regime

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....

9th Nov

Practice notes

Removal of a company secretary

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...

9th Nov

Practice notes

Drafting and negotiating ancillary documents in a share purchase transaction

This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...

9th Nov

Practice notes

The Quoted Companies Alliance (QCA) Corporate Governance Code

The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...

9th Nov

Practice notes

Sub-division and consolidation of shares

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

9th Nov

Practice notes

Redenomination of share capital

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

9th Nov

Precedents

Share Dealing Rules—The Model Code under the Listing Rules (deleted under the Market Abuse Regulation)

Please note that this precedent is for information only and is a memorandum setting out the details of the Model Code that was contained in the...

9th Nov

Practice notes

Directors’ decision-making—written resolutions and decisions by sole directors

This Practice Note outlines the written resolution method directors may adopt to take decisions instead of holding board meetings. It also considers...

9th Nov

In-house

Precedents

Retention account provisions—share purchase agreement

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...

9th Nov

Precedents

Exclusivity letter—private M&A—share purchase

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...

9th Nov

Precedents

Letter—consent to act as a director

The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...

9th Nov

Most recent A company's constitution content

Q&As

Are absolutely entrenched provisions in the memorandum or articles of association of companies incorporated before 1 October 2009 under the Companies Act 1985 (or previous legislation) capable of amendment?

This Q&A assumes that the company in question is a private company limited by shares governed by English and Welsh law and incorporated under the...

23rd Apr

Practice notes

A company’s constitution

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...

22nd Apr

Precedents

Resolution—removal of objects clause and memorandum provisions

Special resolution1[That the articles of association of the Company be amended by deleting all the objects of the Company that, by virtue of the...

22nd Apr

Practice notes

Class rights and variation of class rights

A company having a share capital may have separate classes of shares. As a general rule, a type of share will form a separate class from other shares...

22nd Apr

In-house

Practice notes

Articles of association—provisions for entrenchment

What are 'provisions for entrenchment'?The usual way to amend a company's articles of association is by way of special resolution. However, it is...

19th Apr

Practice notes

Amending the articles of association

This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...

19th Apr

Precedents

Articles of association—buyout—multiple investors

Companies Act 2006Private Company Limited By SharesArticles of Association of [insert name of company] Limited(Incorporated in England and Wales under...

9th Apr

Precedents

Resolution—disapplication of the prohibition within the Model Articles on a director participating in the approval of a transaction or arrangement with a company where the director is conflicted

Ordinary resolution:That [each of the directors OR [each of ][insert name(s) of relevant director(s)]] be and [is OR are] hereby authorised at any...

9th Apr

Precedents

Articles of association—private limited company

The Companies Act 2006Private Company Limited by SharesArticles of associationof[insert name] LimitedPart 1, interpretation and limitation of...

9th Apr

Precedents

Model articles—public company

Index to the articlesPart 1Interpretation and limitation of liability1Defined terms2Liability of membersPart 2DirectorsDirectors' powers and...

9th Apr

Precedents

Model articles—public company—pre April 2013

Index to the articlesPart 1Interpretation and limitation of liability1Defined terms2Liability of membersPart 2DirectorsDirectors' powers and...

9th Apr

Precedents

Articles of association—public company

The Companies Act 2006Public company limited by sharesArticles of associationof[insert name] PLCPart 1, interpretation and limitation of...

9th Apr

Precedents

Model articles—private company limited by guarantee—pre April 2013

Index to the articlesPart 1Interpretation and limitation of liability1Defined terms2Liability of membersPart 2DirectorsDirectors' powers and...

9th Apr

Precedents

Articles of association—private company limited by guarantee

The Companies Act 2006Private Company Limited by GuaranteeArticles of associationof[INSERT NAME] limitedPart 1, interpretation and limitation of...

9th Apr

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, s 551 (private company with one class of shares)

1Authority to allot shares—no distinction made between different classes of shares (general or specific authority)1.1Save to the extent that they are...

9th Apr

Precedents

Articles of association—buyout—single investor

Companies Act 2006Private Company Limited By SharesArticles of Association of [insert name of company] Limited(Incorporated in England and Wales under...

9th Apr

Precedents

Model articles—private limited company

Index to the articlesPart 1Interpretation and limitation of liability1Defined terms2Liability of membersPart 2DirectorsDirectors' powers and...

9th Apr

Precedents

Articles of association—for shareholders’ agreement

Private Company Limited By SharesArticles of Association of [insert name of company] Limited(Incorporated in England and Wales under registered no....

9th Apr

Precedents

Electronic general meetings provisions—articles

Add new definitions to ‘definitions’ article as appropriate:present•means, for the purposes of physical general meetings, present in person, or, for...

9th Apr

Precedents