Directors and company secretaries

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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
Practice notes
This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...
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9th Nov
Practice notes
The principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may...
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Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 12th Jan
Practice notes
Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...
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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
Practice notes
What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...
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9th Nov
Practice notes
A ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees post-investment.In a venture capital...
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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
This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...
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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
A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...
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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
IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...
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Produced in partnership with William Jones of RPC 12th Jan
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
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
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...
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9th Nov

Most recent Directors and company secretaries content

Q&As
Directors’ dutiesThe main directors’ duties developed by the courts were set out in statute for the first time in sections 171–177 of the Companies...
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15th Feb
Q&As
Unlike company general meetings and annual general meetings, there are no provisions in the Companies Act 2006  regulating board meetings or...
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15th Feb
Precedents
1Directors’ conflicts of interest1.1Subject to the provisions of the Companies Act 2006 and provided that they have disclosed to the directors the...
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15th Feb
Practice notes
STOP PRESS: On 11 February 2021, the Pension Schemes Bill received Royal Assent, becoming the Pension Schemes Act 2021 (PSA 2021). Among other...
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15th Feb
Practice notes
FORTHCOMING DEVELOPMENT: On 11 February 2019, the DWP published its response to the consultation ‘Protecting Defined Benefit Pension Schemes—A...
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15th Feb
Practice notes
STOP PRESS: On 11 February 2021, the Pension Schemes Bill received Royal Assent, becoming the Pension Schemes Act 2021 (PSA 2021). Among other things,...
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Produced in partnership with Vikki Massarano of ARC Pensions Law 15th Feb
Precedents
[Insert date]Dear [insert name of director],Special notice of proposed resolution to remove director from office: [insert company name] [Limited OR...
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14th Feb
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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14th Feb
Precedents
1Declaration of interests1.1[The Chair drew the attention of the Meeting to:1.1.1[a declaration of interest by notice in writing from [insert name of...
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14th Feb
Precedents
Ordinary resolution[That the term in the service contract proposed to be entered into between the Company and [insert name of director] providing that...
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14th Feb
Precedents
That the motion that [insert name of proposed director] and [insert na...
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14th Feb
Precedents
The directors[Insert name of company] ([Company])[Insert address][Insert date]Dear [Directors],Declaration of interest in an existing transact...
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14th Feb
Precedents
Ordinary resolution[That the credit transaction pursuant to which [insert details of credit transaction] proposed to be entered into by [insert name...
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14th Feb
Precedents
ORDINARY RESOLUTION[That the quasi-loan for the amount of [insert amount of quasi-loan] proposed to be made by [insert name of subsidiary company] to...
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14th Feb
Precedents
Ordinary resolution[That the quasi-loan for the amount of [insert amount of quasi-loan] proposed to be made by the Company to [insert name of...
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14th Feb
Precedents
[insert company name]Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] (the Company)Held at [insert place...
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14th Feb
Precedents
[insert company name] Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] (the Company)Held at [insert place...
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14th Feb
Precedents

Ordinary resolution:

That the directors be given

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14th Feb
Precedents
The Directors[Insert name of company][(Company)][Insert address][Insert date]Dear [Directors],General notification of interest in an existing...
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14th Feb
Precedents
THAT the directors be authorised to [advance by way of loan OR provide] an amount not exceeding £50,000 when aggregated with the value of all other...
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14th Feb

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