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GLOSSARY

Deed of adherence definition

Published by a LexisNexis Pensions expert

What does Deed of adherence mean?

deed admitting a new employer to an occupational pension scheme.

It should contain an undertaking by the new employer to comply with the scheme provisions. Also known as a deed of participation, or deed of admission.

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Joint venture shareholders’ agreement—checklist

Joint venture shareholders’ agreement—checklist Purpose of Checklist The purpose of this Checklist is to illustrate the sorts of considerations which need to be borne in mind, and on which instructions will need to be sought, when drafting a joint venture agreement (also known as a shareholders’ agreement) and articles of association for a joint venture company (JVC). It is for guidance only and is not exhaustive. This Checklist is prepared with the requirements of English law in mind and, although similar considerations are applicable in the case of an international joint venture agreement, it is important to recognise the limitations of this Checklist in the context of a foreign joint venture (JV) vehicle. For a Checklist on the preliminary considerations which need to be borne in mind, and on which instructions will need to be sought, when considering entry into a JV arrangement where the JV vehicle is to be a private company limited by shares, see Checklist: Corporate joint venture preliminary issues—checklist. See Precedents: Joint venture shareholders’ agreement—deadlock (50:50)...

Admitting a new member to a limited liability partnership—checklist

Admitting a new member to a limited liability partnership—checklist This checklist sets out the key issues to consider when a new member joins a limited liability partnership (LLP). It considers the relevant legal, regulatory and practical issues. Identity of new member What is the name and address of the new member? A member cannot be an undischarged bankrupt or person disqualified from being either a member of a LLP or a company director. Is the new member subject to any restrictions under any existing agreements or covenants (eg employment, LLP, joint venture, finance documents) that may impact upon their ability to join or commit to the LLP? LLP agreement and other documentation How does the existing LLP agreement provide for the admission of new members? Will there be a deed of adherence/accession? Will any changes be required to the terms of the existing LLP agreement? Are there any other agreements that will need altering, eg leases and IP licences? Admission details What will be the date of admission of the...

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Participation of new employer in an occupational pension scheme

Purpose of participationThe purpose of admitting a new employer to participate in an occupational pension scheme is to extend the benefits of that scheme to the relevant employees of the new employer.Reason for participationAn employer may wish to participate in a scheme for a number of reasons. For example:•it has recently been acquired by an existing scheme employer•following a business reorganisation employees have transferred to it from another employer that already participates in the scheme, or•it may wish to change the pensions arrangements available to its employees (for example, an employer closes its defined benefit scheme to new members and wishes to participate in another group defined contribution arrangement).Who may participate?The provisions of a scheme’s governing documentation will determine who may become a participating employer in any given scheme.Before 6 April 2006, only employers associated with the scheme’s principal employer were permitted to participate in the scheme, unless HMRC agreed. This is no longer an over-arching restriction. However, it may still be a requirement under the scheme’s governing documentation.Duration of...

Share transfers—corporate joint ventures

When deciding to enter into a joint venture, parties will want to consider carefully the identity of the other proposed parties to the joint venture and the experience and resources that they will bring to the joint venture. They are therefore likely to want to ensure that the parties remain involved in the joint venture (at least for a pre-agreed period of time) and have some controls over who they transfer their shares to. The types of share transfer restrictions that are included will additionally depend upon (among other things) the intended duration of the joint venture, how the parties intend to realise their investments, the cash-flow and fund raising requirements of the parties and any share transfer restrictions contained in other transaction documents, eg financing documents. Restrictions on transfer For this reason, most joint venture agreements (JVA) (also known as shareholders’ agreements) and/or articles of association will contain a number of restrictions on the transfer of shares by the joint venture parties. These restrictions could include:•permanent or temporary prohibitions...

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EMI Agreement

EMI Agreement This Agreement is made on [insert date of execution of the share option agreement] Parties 1 [insert name of Company whose shares are being granted under option] (registered number [insert registered number of company]) whose registered office is at [insert address of registered office of company](Company) 2 [insert name of Option Holder] of [insert address of option holder] (Option Holder) 3 [[insert name of Grantor (if different from Company) (registered number [insert registered number of company]) whose registered office is at [insert address of registered office of company]] (Grantor)] BACKGROUND (A) [The Company has agreed to grant to the Option Holder an Option to acquire Shares on the terms set out in this Agreement and in accordance with the rules of the [insert name of EMI option plan] (Rules). OR The Company and the Grantor intend that the Option Holder be granted an Option to acquire Shares on the terms set out in this Agreement and in accordance with the rules of the...

Deed of retirement from partnership

Deed of retirement from partnership This Deed of retirement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of retiring partner] of [insert address] (Retiring Partner), and 2 The persons whose names and addresses are set out in Schedule 1 (Continuing Partners). Recitals: (A) The Partners have been carrying on business in partnership under the terms of the Partnership Agreement. (B) The Retiring Partner is to retire from the Partnership on the Retirement Date. (C) The provisions of this deed shall apply to the retirement of the Retiring Partner in place of any provisions of the Partnership Act 1890 and the Partnership Agreement that would otherwise apply to the retirement of the Retiring Partner. The parties agree: 1 Definitions and interpretation 1.1 In this deed: Accountants • means [insert name of Partnership's accountants] or such other firm of accountants as may be appointed to replace them in accordance with the provisions of the Partnership Agreement; Accounting Date • means [insert Partnership accounting date]; Accounting...

Dive into our 26 Precedents related to Deed of adherence

Where a new member intends to join a limited liability partnership (LLP), is it necessary that all existing members of the LLP be party to the deed of adherence?

Where a new member intends to join a limited liability partnership (LLP), is it necessary that all existing members of the LLP be party to the deed of adherence? A limited liability partnership (LLP) is not a partnership but a body corporate that is formed under the Limited Liability Partnerships Act 2000 (LLPA 2000). LLPA 2000 is largely a framework statute covering the formation of an LLP and the relationship of the members of an LLP. It is supplemented by various statutory instruments. In particular: • the Limited Liability Partnerships Regulations 2001, SI 2001/1090 apply provisions of partnership law to LLPs • the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 apply many parts of the Companies Act 2006 (CA 2006), with appropriate modifications to LLPs • the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 apply parts of CA 2006 in relation to accounts and audit to LLPs For further information, see Practice Note: The nature of a...

Is there any legal restriction on an outgoing partner assigning their interest in a general partnership to a new partner if the continuing partners will give their consent to both the assignment and the introduction of the new partner?

Is there any legal restriction on an outgoing partner assigning their interest in a general partnership to a new partner if the continuing partners will give their consent to both the assignment and the introduction of the new partner? A partnership is not a legal entity but is a relationship between partners. It is defined in the Partnership Act 1890 (PA 1890) as ‘the relation which subsists between persons carrying on a business in common with a view of profit’. The relationship between the partners is commonly governed by a partnership agreement between the partners, which usually amends or disapplies many of the default provisions of the PA 1890. In the absence of any agreement to the contrary, a partner may sell, assign or charge a partnership interest to a third party. However, many partnership agreements will not allow a partner to assign their partnership interest without consent of the other partners. For example, clauses 8.2.14 and 8.2.15 of Precedent: Partnership agreement state: ‘…8.2 No Partner shall at any time,...

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Private Client weekly highlights—5 June 2025

This week’s edition of Private Client highlights includes: (1) OPG publishes updated professional deputy costs for England and Wales and updated property and financial affairs guidance for attorneys; (2) the Law Commission launches a consultation on a new regulatory framework for funerary methods; (3) HMRC updates its guidance on VAT and private schools; (4) Jusan Technologies Ltd v Uconinvest Llc, which considers the registration of shareholders and the power of directors to bind a company; (5) New Supplemental Swiss Rules for Trust, Estate and Foundation Disputes which will come into force on 1 July 2025; (6) analysis of HNW Lending Ltd v Lawrence, which provides useful guidance on the application of the Contracts (Rights of Third Parties) Act 1999; and (7) two more free webinars.

Corporate weekly highlights—29 May 2025

This week's edition of Corporate weekly highlights includes an update on when final FCA rules on Private Intermittent Securities and Capital Exchange Systems (PISCES) will be published and when applications to run a PISCES platform will open, analysis of a case about rectification of the register of members and the power of directors to bind a company (Jusan Technologies Ltd v Uconinvest Llc) and a case considering whether a partnership or joint venture had been formed between parties and whether fiduciary duties had arisen.

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