A company's directors

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Scrip dividends

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

Registration of company charges

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...

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...

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

Company records—a company's statutory registers

Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...

9th Nov

Practice notes

The effect of a private company redemption of shares, including post-redemption steps

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

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 9th Nov

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

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...

9th Nov

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...

9th Nov

In-house

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

Breaching the articles of association

This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...

9th Nov

In-house

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

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 directors content

Q&As

What happens if a corporate director goes into administration? Does the company remain a corporate director and do the administrators assume the power to make decisions on behalf of the company in relation to the directorship?

Nature of administrationDirectors of companies which become, or are likely to become, insolvent face additional considerations and are under a duty to...

29th Nov

Practice notes

Appointment and re-election of directors—UK listed companies—corporate governance aspects

The UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) sets out standards of good governance in relation to board...

Produced in partnership with Advanced Boardroom Excellence 16th Nov

Practice notes

Disclosure of directors’ interests in shares

This Practice Note outlines the requirements on directors to disclose their interests in shares under the Companies Act 2006 and the Market Abuse...

5th Nov

Practice notes

Removal of a director

This note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an illustration of the steps...

5th Nov

Q&As

Can a director appoint an alternate director and should a company notify Companies House of the appointment of an alternate director?

The Companies Act 2006, s 250 (CA 2006) defines directors as including ‘any person occupying the position of director, by whatever name called’....

5th Nov

Q&As

Where the sole shareholder and director of a private limited company (with 1985 Table A articles) has died, will his shares be transmitted to his personal representatives and can they appoint a new director?

It is assumed for the purpose of this Q&A that the company has adopted articles of association in the form of Table A as set out in the schedule to...

5th Nov

Precedents

Board minutes—skeleton

Company number: [insert number][Insert company name][Limited OR PLC]Minutes of a meeting of the board of directors (the Meeting) of [insert full name...

3rd Nov

Precedents

Board minutes—appointment of a committee

[insert company name] [LIMITED OR PLC]Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] Limited (the...

28th Oct

Precedents

Board minutes for the approval or ratification of a company’s entry into documents

Company number: [insert number][insert company name] [LIMITED OR PLC]Minutes of a meeting of the board of directors (the Meeting) of [insert full name...

28th Oct

Practice notes

The Chartered Governance Institute and Henley Business School guidance on conflict and tension in the boardroom

This guidance, dated July 2017, produced by The Chartered Governance Institute (formerly known as ICSA: The Gover...

22nd Oct

Practice notes

The Chartered Governance Institute guidance on the roles of the chairman, the chief executive and the senior independent director

This guidance, dated October 2004, produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Instit...

22nd Oct

Practice notes

The Chartered Governance Institute guidance on induction of directors

This guidance, dated July 2012, produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI) to provide an...

22nd Oct

Precedents

Resolution—appointment of director

Ordinary resolution:That[insert name of the direc...

19th Oct

Q&As

What is the default position where a company’s articles of association contain no valid procedure for appointing directors?

Traditionally, company law has not sought to be overly prescriptive in relation to the applicable procedures for appointing directors. This reflects a...

14th Oct

Practice notes

Non-executive directors—independence

The concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board effectiveness, including on board and board...

Produced in partnership with Advanced Boardroom Excellence 13th Oct

In-house

Practice notes

Non-executive directors and the listed company board—corporate governance roles and responsibilities

The non-executive director (NED) is not a statutory creation and is, essentially, a creature of corporate governance. There is no legal distinction in...

12th Oct

Q&As

May a director use an address that is not their residential address as their service address on the register of directors?

This Q&A refers to an individual director rather than a corporate director. Section 163 of the Companies Act 2006 (CA 2006) requires that a company's...

29th Sep

Q&As

Where the sole shareholder and director of a private limited company (with model articles) has died, will his shares be transmitted to his personal representatives and can they appoint a new director?

It is assumed for the purpose of this Q&A that the company has adopted articles of association in the form of the model articles for private companies...

29th Sep

Q&As