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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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20th Oct
Practice notes
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...
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19th Oct
Practice notes
This Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited company (target): the share purchase...
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19th Oct
Practice notes
This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...
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16th Oct
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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12th Oct
Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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26th Sep
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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26th Sep
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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26th Sep
Practice notes
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...
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26th Sep
Practice notes
What is an intention to float announcement?An intention to float announcements (ITF) is generally the first announcement to the public by an issuer of...
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26th Sep
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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26th Sep
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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26th Sep
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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26th Sep
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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26th Sep
Practice notes
This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind...
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25th Sep
Practice notes
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...
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25th Sep

Most recent Share capital content

Q&As
We have assumed for the purpose of this Q&A that the proposed reduction of capital is to be carried out in order to return capital directly to...
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28th Sep
Q&As
There is no simple solution to such a situation. If the parties can reach an agreement for one to buy out the other's shareholding (or find a third...
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Produced in partnership with Julian Henwood of Gowling WLG 28th Sep
Q&As
Section 617 of the Companies Act 2006 (CA 2006) allows a limited company to alter its share capital by sub-dividing its shares. CA 2006, s 618 permits...
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28th Sep
Q&As
The form of a company's share certificate is not prescribed by the Companies Act 2006 (CA 2006) or other legislation.It is usually governed by a...
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28th Sep
Q&As
The Companies Act 2006 (CA 2006) sets out various restrictions and requirements in relation to payment for shares.Any company (whether public or...
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28th Sep
Q&As
Do directors have to sign the same solvency statement?In accordance with the Companies Act 2006, s 643(1) (CA 2006), each director must make the...
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28th Sep
Q&As
Allotting shares in a public company:In terms of an allotment of shares our Practice Note: Allotment and issue of shares—introductory points provides...
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28th Sep
Q&As
If Companies House filings show that a company has ‘ordinary A shares’ and ‘ordinary B shares’ in issue, it will be necessary to determine what rights...
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28th Sep
Q&As
For the purpose of this Q&A we assume that the company in question is a private limited company and that there has been an allotment of shares that...
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28th Sep
Q&As
It is assumed for the purpose of this Q&A that you are referring to the liability of a member to pay to a company the unpaid part of the nominal value...
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28th Sep
Q&As
What is a cross option agreement?The purpose of a cross option agreement is to provide a mechanism for the transfer of the legal and beneficial...
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28th Sep
Q&As
On a share transfer, when the instrument of transfer (in this case a stock transfer form) has been duly completed, executed and, if necessary,...
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28th Sep
Q&As
This Q&A considers whether a failure to file a shareholders’ resolution approving a share buyback or a share buyback contract (as the case may be) at...
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28th Sep
Q&As
How voting rights attachIn general terms there are two ways that voting rights attach to shares, either:•by virtue of a provision in a shareholders’...
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28th Sep
Q&As
The Companies Act 2006 is silent on the point raised in this Q&A and we have been unable to find case law on this specific point.Appointing a director...
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28th Sep
Q&As
This Q&A examines how a company may carry out a redesignation of shares, meaning a change in the name of some or all of a class of shares that it has...
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28th Sep
Q&As
Section 658 of the Companies Act 2006 (CA 2006) specifies that a limited company must not acquire its own shares, whether by purchase, subscription or...
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Produced in partnership with David Sawtell of 39 Essex Chambers 28th Sep
Q&As
The status of the company at the timing of the giving of financial assistance is crucial. A public company may re-register as a private company to...
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28th Sep
Q&As
A majority shareholder in a company has limited options under English law to force a minority shareholder to transfer their shares: they must rely on...
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Produced in partnership with Andrew Mills, Nikhil Nathwani and Alexander Scordino of MJ Hudson 28th Sep
Q&As
This Q&A focuses on class rights attaching to shares, but a company that does not have a share capital may have separate classes of members, with...
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Produced in partnership with Julian Henwood of Gowling WLG 28th Sep

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