Resolutions

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Practice notes
A guide to cash box placingsThis Practice Note explains the cash box structure and the principles behind its use in connection with a proposed placing...
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Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 19th May
Practice notes
DTR Resource Note—DTR 5—Vote Holder and Issuer Notification RulesThis Resource Note outlines the main provisions of Chapter 5 of the Disclosure...
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19th May
Q&As
Can the board of a co-operative and community benefit society (a registered society) delegate powers to any third party, and can the registered...
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19th May
Practice notes
Redemption of shares—procedureThis Practice Note describes the procedure for a limited company to carry out redemption of its redeemable...
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19th May
Practice notes
Acting in concertProduced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance...
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19th May
Practice notes
Tailoring a shelf companyA person wishing to set up a new company has the following options:•they can incorporate a new company in accordance with the...
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19th May
Practice notes
The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...
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Produced in partnership with Mr Darragh Connell of Forum Chambers 19th May
Practice notes
The Prospectus Regulation—key changes in comparison to the Prospectus Directive regimeThis Practice Note provides an overview of the implementation of...
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19th May
Practice notes
General meetings—notice requirements for private and unlisted public companiesA general meeting must satisfy certain requirements set out in the...
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19th May
Q&As
Will a redesignation of shares constitute a variation of class rights?A redesignation of shares involves a change in the name of some or all of a...
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Produced in partnership with Julian Henwood of Gowling WLG 19th May
Q&As
What is the process for a redesignation of shares?This Q&A examines how a company may carry out a redesignation of shares, meaning a change in the...
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19th May
Practice notes
Financial assistance—a quick guideThe Companies Act 2006 (CA 2006) prohibits: •a public company (or its subsidiary) from giving financial assistance...
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19th May
Practice notes
Break fees—share purchaseThe nature and purpose of break feesBreak fees are generally designed to compensate one party’s legal and professional costs...
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19th May
Practice notes
Class rights and variation of class rightsA company having a share capital may have separate classes of shares. As a general rule, a type of share...
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19th May
Practice notes
Company restoration—restoration by court orderWhy restore a company to the register?When a company has been struck off it may be possible for an...
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19th May
Practice notes
Matters reserved for the boardThe UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) sets out standards of good...
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19th May

Most recent Resolutions content

Practice notes
Shareholder resolutionsThe agreement of the members of a company is required to make certain changes to a company, such as amending its constitution,...
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9th Jun
Precedents
Board minutes to propose a written resolution of a private companyCompany number: [insert company number][insert company name] limitedMinutes of a...
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7th Jun
Q&As
Must a special resolution by a private company be drafted on a company letterhead?There are two main types of shareholder resolution: 'ordinary' and...
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5th Jun
Q&As
Is a special resolution still valid if not filed at Companies House?Sections 29–30 of the Companies Act 2006 (CA 2006) require all special resolutions...
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5th Jun
Q&As
Can the shareholders of a company overturn a decision of the directors?The directors of a company are responsible for the day-to-day management of a...
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5th Jun
Q&As
Does a shareholder resolution (to create a new class of shares) become part of the articles of association?The company’s constitutionA given...
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5th Jun
Q&As
Can shareholders pass an ordinary resolution without recourse to the company directors or even providing them with prior notice of the meeting?For the...
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5th Jun
Q&As
Can a proposed resolution be withdrawn after notice of a general meeting (including an annual general meeting) has been circulated?There is no...
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5th Jun
Q&As
How might a shareholder resolution be amended?To understand whether amendments can be made to shareholder resolutions, it is necessary to distinguish...
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5th Jun
Q&As
Can the members of a company agree, by special resolution, to raise the threshold for the passing of all future special resolutions?Section 283 of the...
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5th Jun
Q&As
Can a shareholder resolution be validly passed if the notice of the meeting or other informational circular contains incorrect information?This Q&A...
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5th Jun
Q&As
What is a procedural motion in the context of a general meeting?A procedural motion is a motion which impacts upon the procedure being followed in the...
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5th Jun
Q&As
If a written resolution is requested by a member or members, within what timeframe must the resolution be circulated by the company?As noted in...
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5th Jun
Q&As
How long should company records be kept?‘Company records’ are defined in the Section 1134 of the Companies Act 2006 (CA 2006), as any register, index,...
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5th Jun
Precedents
Resolution—authorising on-market share buybacks by a listed companySPECIAL RESOLUTIONTHAT the Company is generally and unconditionally authorised for...
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5th Jun
Precedents
Ordinary resolution of a company to approve a loan to a director, a connected person or related arrangementsOrdinary resolution[That the loan for the...
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5th Jun
Precedents
Ordinary resolution of a company to approve a quasi-loan to a director, a connected person or related arrangementsOrdinary resolution[That the...
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5th Jun
Precedents
Ordinary resolution of a holding company to approve a loan by a subsidiary company to a director of the holding company, a connected person or related...
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5th Jun
Precedents
Resolution—authorising traded company to hold general meetings on 14 days’ notice...
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5th Jun
Precedents
Resolution—reconversion of stock into sharesORDINARY RESOLUTIONThat the [insert value] [insert class] stock of the Company be reconverted into [insert...
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5th Jun

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