Partnerships

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Latest Corporate News

Market Tracker daily deal round-up

The following Corporate news provides comprehensive and up to date legal information on Market Tracker daily deal round-up

Corporate weekly highlights—15 April 2021

The following Corporate news provides comprehensive and up to date legal information on Corporate weekly highlights—15 April 2021

Market Tracker weekly highlights—15 April 2021

The following Corporate news provides comprehensive and up to date legal information on Market Tracker weekly highlights—15 April 2021

Enforceability of restrictive covenants in a shareholders’ agreement and the assessment of damages for breach (Score Draw v PNH International)

The following Commercial news provides comprehensive and up to date legal information on Enforceability of restrictive covenants in a shareholders’ agreement and the assessment of damages for breach (Score Draw v PNH International)

Featured Corporate content

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...

Alternate directors

This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind...

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

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 12th Jan

In-house

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

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

Protection of minority members—a quick guide

A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...

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

Issues arising where there is split exchange and completion—share and asset purchases

This Practice Note describes the legal issues that may arise where there is a gap in time between exchange/signing (at which time the share purchase...

9th Nov

Practice notes

Most favoured nation provisions and their use in private equity funds

IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...

Produced in partnership with William Jones of RPC 12th Jan

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 Partnerships content

Precedents

Written resolution of the members of a limited liability partnership

registration number OC: [insert number]Written resolution[s] OF[insert name] LLP(the LLP)Circulated on [insert circulation date]In accordance with...

9th Apr

Precedents

Deed of retirement from a limited liability partnership

This Deed of retirement is made on [insert day and month] 20[insert year]Parties1[insert name of retiring member] of [insert address] (Retiring...

9th Apr

Precedents

Minutes of a partners’ meeting

[insert name of partnership] Minutes of a meeting of the partners (the Meeting) of [insert name] (the Partnership)Held at [insert place of...

9th Apr

Precedents

PSC Register—voluntary notice from RLE in relation to an LLP

[Insert date]Dear Members of [LLP],Register of People with Significant Control—voluntary notice of registrable statusWe confirm that we are a...

9th Apr

Precedents

Deed of assignment—conversion of general partnership to limited liability partnership

This Deed is dated [insert day and month] 20[insert year]Parties1The parties listed in the Schedule (Partners) trading as [insert partnership name]...

9th Apr

Precedents

Board minutes—general partner (private limited company)—limited partnership

COMPANY number: [insert company number][insert COMPANY name] LIMITED acting in its capacity as the general partner of [insert name of limited...

9th Apr

Precedents

PSC Register—voluntary notice of change in particulars from PSC to a company or LLP (transfer of shares)

[Insert date]Dear [Company Secretary OR Board of Directors OR Designated Members] of [[Company ] OR [LLP]],Register of People with Significant...

9th Apr

Precedents

Deed of adherence to limited liability partnership agreement

This Deed of adherence is made on [insert day and month] 20[insert year]Parties1[insert name of New Member] of [insert address] (New Member); and2The...

9th Apr

Precedents

S790E Notice (LLP)—for an individual

[Insert date]Dear [insert name of addressee]Register of People with Significant Control—Notice to an individual under section 790E of the Companies...

9th Apr

Precedents

Deed of adherence to partnership agreement

This Deed of adherence is made on [insert day and month] 20[insert year]Parties1[insert name of new partner] of [insert address] (New Partner),...

9th Apr

Precedents

PSC Register—voluntary notice from PSC in relation to an LLP

[Insert date]Dear Board of Members of [LLP],Register of People with Significant Control—voluntary notice of registrable statusI confirm that I am a...

9th Apr

Precedents

Deed of retirement—limited partnership agreement

This Deed of retirement is made on [insert day and month] 20[insert year]Parties1[insert name of retiring general partner] of [insert address]...

9th Apr

Precedents

S790D Notice (LLP)—for an individual

[Insert date]Dear [insert name of addressee]Register of People with Significant Control—Notice to an individual under section 790D of the Companies...

9th Apr

Precedents

Written resolution—general partner (LLP)—limited partnership

registration number: [insert number]Written resolution[s] OF[insert name] LLP(the LLP) acting in its capacity as the general partner of [insert name...

9th Apr

Precedents

Partnership agreement—short form

This Partnership Agreement is made on [insert date]Parties1[insert name of partner], of [insert address of partner]2[insert name of partner], of...

9th Apr

Precedents

Deed of dissolution of partnership—continuing partners

This Deed of dissolution is made on [insert date] Parties1Each of the persons whose names and addresses are listed in [Part A of] Schedule 1 (each a...

9th Apr

Precedents

PSC Register (LLP)—warning notice

[Insert date]Dear [insert name of addressee]Register of People with Significant Control—Warning NoticeInterests in [LLP] [rights]On [Date] we sent you...

9th Apr

Precedents

Deed of variation of partnership agreement

This deed of variation is made on [insert day and month] 20[insert year].Between each of the persons whose names are listed in the Schedule (each of...

9th Apr

Precedents