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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
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
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
Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
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
Precedents
Important-this provisional allotment letter (pal) is of value and is negotiable. It requires your immediate attention. The offer expires at [insert...
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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
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...
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9th Nov
Practice notes
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...
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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
This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...
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9th Nov
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 demerger is a transaction whereby a business carried on by a company within a group is taken out of that group and run under separate management but...
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9th Nov
Precedents
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Precedents
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...
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9th Nov
Precedents
The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...
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9th Nov

Most recent Directors and company secretaries content

Q&As
There is no general right for a director to see legal advice obtained by a company. Whether it is appropriate for the director to do so in any...
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Produced in partnership with Peter Steel of Augury Consulting 15th Feb
Q&As
Companies should comply with their articles of association in relation to the proceedings of directors.The Companies (Tables A to F) Regulations 1985,...
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15th Feb
Q&As
Neither the Companies Act 2006 (CA 2006) nor the Model articles—private limited company—after 28 April 2013 (Model Articles) contain any specific...
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15th Feb
Q&As
Company law perspectiveThe Companies Act 2006 (CA 2006) distinguishes between two types of legal entity that might serve as a company director, namely...
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15th Feb
Q&As
Directors’ dutiesDirectors are the agents of a company who manage its day-to-day business and owe a number of duties to it. The Companies Act 2006 (CA...
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15th Feb
Q&As
Directors owe various duties to the companies of which they are directors and to other persons. Historically, some of the key duties were fiduciary in...
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15th Feb
Q&As
Nature of administrationDirectors of companies which become, or are likely to become, insolvent face additional considerations and are under a duty to...
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15th Feb
Q&As
The Companies Act 2006 (CA 2006) introduced a statutory statement of directors’ duties. This statement of directors’ duties is based on and replaces...
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15th Feb
Q&As
Under section 190 of the Companies Act 2006 (CA 2006), a company may not enter into a substantial property transaction with:•a director of the...
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15th Feb
Q&As
Unlike public companies, private limited companies are not required by the Companies Act 2006 (CA 2006) to hold annual general meetings (AGMs)....
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15th Feb
Q&As
Traditionally, company law has not sought to be overly prescriptive in relation to the applicable procedures for appointing directors. This reflects a...
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15th Feb
Q&As
The Companies Act 2006 contains limited provisions in relation to, or regulating, directors’ decision-making. However, every company must ensure that...
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15th Feb
Q&As
In brief, directors derive their powers from the articles of association, statutory provisions and common law. The company’s articles may also contain...
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15th Feb
Q&As
It is assumed that the company is a private company limited by shares which adopted Table A in its entirety (ie, without modification) as its articles...
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15th Feb
Q&As
Although we have limited this answer to cover private companies limited by shares, it is worth noting that there are specific regulatory issues which...
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15th Feb
Q&As
The Companies Act 2006 (CA 2006) applies to community interest companies (CICs), and the directors of a CIC are subject to the statutory duties set...
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15th Feb
Q&As
A member can be elected as the chair of a general meeting, pursuant to section 319 of the Companies Act 2006 (CA 2006). However, the articles of...
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15th Feb
Q&As
If the individual making the loan and taking a charge over company property is a director of the company (or its holding company), the transaction may...
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15th Feb
Q&As
Appointment of a directorAs set out in Practice Note: Appointment, retirement and resignation of a director, after a company is incorporated, the...
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15th Feb

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