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Precedents

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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...

Issue of redeemable shares

A limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA 2006).Why do companies issue...

Directors’ remuneration

Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a...

Acting in concert

Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance in relation to...

Practice notes

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...

9th Nov

Practice notes

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...

9th Nov

Practice notes

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,...

9th Nov

In-house

Practice notes

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...

9th Nov

Practice notes

Fiduciary duties of directors

This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...

9th Nov

Practice notes

Company restoration—restoration by court order

Why restore a company to the register?When a company has been struck off it may be possible for an interested person to make an application to the...

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

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

The Quoted Companies Alliance (QCA) Corporate Governance Code

The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...

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

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

Practice notes

Changes in share capital—accounting treatment

It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. This capital maintenance...

Produced in partnership with Tessa Park of Moore Kingston Smith 9th Nov

Practice notes

Corporate representatives

As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a...

9th Nov

Most recent Q&As content

Q&As

Can a private company with unlimited liability issue redeemable shares?

If a company is formed with no limit on the liability of its members, the company is an ‘unlimited company’ (section 3(4) of the Companies Act 2006...

23rd Nov

Q&As

Does a public company need to have a trading certificate if it opens a bank account?

Section 761 of the Companies Act 2006 (CA 2006) provides that a public company (otherwise than one formed by virtue of re-registration as a public...

19th Nov

Q&As

Can a scheme of arrangement be approved by a virtual meeting of creditors or shareholders during the coronavirus (COVID-19) crisis?

The procedure for a scheme of arrangement is set out in the Companies Act 2006 (CA 2006), and so is not subject to the amendments of the Insolvency...

Produced in partnership with Ryan Hocking of Hardwicke Chambers 18th Nov

COVID-19

Q&As

How do you file documents (specifically an order sanctioning a new Corporate Insolvency and Governance Act 2020 restructuring plan, see section 901F(6)(b) Companies Act 2006) at Companies House during the coronavirus (COVID-19) pandemic if the London office of Companies House is closed?

Online filing—certain information can be filed with Companies House electronically and this was the case even before the new measures were introduced...

18th Nov

Q&As

At what stage can a company exiting administrative receivership be bound by its directors?

This Q&A focuses on the full resumption of the directors' powers following an exit from administrative receivership. We also briefly touched on...

18th Nov

Q&As

What is the sifting process for Brexit legislation?

Under the European Union (Withdrawal) Act 2018 (EU(W)A 2018), before certain proposed statutory instruments (Brexit SIs) are formally laid in...

18th Nov

Brexit

Q&As

Can my force majeure clause protect me against the economic impact of coronavirus (COVID-19)?

Is there a force majeure event?In English law, the expression ‘force majeure’ does not refer to a legal doctrine. Instead, the expression ‘force...

18th Nov

COVID-19

Q&As

If I can’t meet the people I am contracting with to sign a contract, how do I execute a contract by virtual means?

Many businesses are closing their offices or recommending their staff work from home in an attempt to slow the spread of coronavirus (COVID-19). This...

18th Nov

COVID-19

Q&As

How do I activate a force majeure provision?

There is no judicially accepted definition of the term ‘force majeure’, so what the parties mean by it must be expressly set out in the contract (ie...

Produced in partnership with Richard Nicholas of Browne Jacobson 18th Nov

COVID-19

Q&As

Can an agreement be terminated for frustration due to coronavirus (COVID-19)?

What is the doctrine of frustration?If the contract does not include a force majeure clause or it does but the applicable force majeure event is not...

18th Nov

COVID-19

Q&As

My company needs to enter into a document as a deed but everyone is working from home. Is it possible to execute a deed by virtual means?

Many businesses are closing their offices or recommending their staff work from home in an attempt to slow the spread of coronavirus (COVID-19). This...

18th Nov

COVID-19

Q&As

Can I rely on ‘Certificates of Force Majeure’ issued by the Chinese government confirming that coronavirus (COVID-19) is force majeure as a force majeure event under English law?

While a force majeure certificate from China could not bind the English courts in their determination of whether such an event had occurred for the...

Produced in partnership with Richard Colbey of Lamb Chambers 18th Nov

COVID-19

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 society grant a power of attorney to a third party to execute documents on its behalf?

A registered society is a body corporate with limited liability and its own legal personality, registered by the Financial Conduct Authority under the...

18th Nov

Q&As

Have there been any changes to the filing obligations of limited partnerships due to the coronavirus (COVID-19) pandemic?

Due to the impact of the coronavirus (COVID-19), legislation has been adopted to temporarily extend the filing deadlines in respect of a number of...

18th Nov

COVID-19

Q&As

How is Companies House operating during the coronavirus (COVID-19) crisis?

Companies House has a dedicated information page regarding the services that it is able to offer during the coronavirus crisis, summarised as...

18th Nov

COVID-19

Q&As

What are the main requirements for a secondary listing on the main market of the London Stock Exchange?

A secondary listing is only available to UK companies with at least 25% of their shares in public hands and where the aggregate market value of all...

18th Nov

Q&As

What are the main requirements for a premium or standard listing on the main market of the London Stock Exchange?

The UK listing regime has two listing segments: standard and premium, each of which is divided into a number of categories. A company must comply with...

18th Nov

Q&As

Will a stock transfer form executed as a deed, but without a witness, still be valid?

The method of execution required in relation to a stock transfer form is governed by the Stock Transfer Act 1963 (STA 1963). This states that...

18th Nov

Q&As

What are the implications of the coronavirus (COVID-19) restrictions for general meetings and AGMs?

On 17 March 2020 the Chartered Governance Institute issued guidance (CGI Guidance) for companies planning their annual general meeting (AGM) in light...

18th Nov

COVID-19

Q&As