Incorporated company definition

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Intra-group reorganisation (by share sale)─checklist

Intra-group reorganisation (by share sale)─checklist This Checklist summarises the key steps involved in an intra-group reorganisation by sale of shares of an English-incorporated company to another English-incorporated company and highlights certain issues which may arise for the company as a result of such process. This Checklist does not claim to be exhaustive, as the issues that arise in connection with an intra-group reorgnisation by share sale and the steps involved in the process will vary from one transaction to the next. For a summary of the key issues involved in an intra-group reorganisation by way of an asset sale, please refer to: Intra-group reorganisation (by asset sale)─checklist. Consideration of a corporate reorganisation may also require specialist assistance in property, employment, pensions, intellectual property, information technology, finance and tax matters. Please consider obtaining further guidance on these areas. For further information, see Practice Notes: IP and IT aspects of intra-group reorganisations and Intra-group reorganisations and pensions. Issue Guidance Determining the reorganisation structure and other preliminary considerations (general) Asset purchase or...

Guidelines for directors—maintaining non-UK tax residence of a non-UK company—checklist

Guidelines for directors—maintaining non-UK tax residence of a non-UK company—checklist A non-UK incorporated company becomes UK tax resident under the UK's domestic residence rules if it becomes centrally managed and controlled in the UK. Although some non-UK incorporated companies may wish to become UK tax resident, many do not. This Checklist: • summarises key guidelines that a non-UK incorporated company's board should aim to follow in order to reduce the risk that the non-UK incorporated company may become centrally managed and controlled, and therefore tax resident, in the UK—this Checklist may serve as a reminder for the directors • is relevant to non-UK incorporated companies that have some connection to the UK that gives rise to the risk that it may become UK tax resident, such as a non-UK incorporated company: ◦ where at least one (if not more) of its directors is/are UK tax resident ◦ that has its shares or debt securities listed on a recognised stock exchange in the UK, such as the Main Market of the...

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Incorporating a company

STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. It is intended to enhance corporate transparency in the UK, principally through Companies House reforms and amendments to provisions of the Companies Act 2006. It also seeks to modernise the regulatory framework for limited partnerships and create stronger powers to tackle economic crime. ECCTA 2023 is to come into force in stages. A number of its provisions came into force on 4 March 2024 and may impact this content. For further information, see Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023, particularly the legislation and consultation tracker.What is a company?A company is a separate legal entity, distinct from its members. It is owned by its members and it is managed by its directors. It is regulated by the Companies Act 2006 (CA 2006).The company is a very commonly used business vehicle; there are over 5 million registered companies in...

Brexit—IP completion day impact on joint venture agreements [Archived]

Brexit—IP completion day impact on joint venture agreements [Archived] ARCHIVED: This Practice Note has been archived and is not maintained. At 11pm (UK time) on 31 January 2020 (exit day), the United Kingdom left the European Union in accordance with a ratified Withdrawal Agreement between the UK and the EU. From that point on, the UK has been regarded by the EU as a ‘third country’ that is not an EU Member State or a member of the European Free Trade Association (EFTA). During the Brexit implementation period which ran from exit day until 11pm UK time on 31 December 2020 (IP completion day), the key EU regulations effectively remained in place for Corporate lawyers (see Practice Note: The effect of Brexit on UK company law [Archived]), but as of IP completion day, certain changes were made to this picture. A number of the potential changes to UK corporate law outlined prior to IP completion day were due to take place if, prior to IP completion day, the UK...

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Timetable—initial listing on the Official List and admission to the Main Market

Timetable—initial listing on the Official List and admission to the Main Market This precedent is an indicative timetable for a company undertaking an IPO of equity shares in the UK and seeking admission to trading on the Main Market of the London Stock Exchange and listing in the equity shares (commercial companies) category of the Official List of the FCA. It is drafted on the assumption that the company undertaking the IPO is a UK incorporated company and the IPO involves a placing of equity shares to institutional investors. The UK prospectus regime is subject to reform and the outcome may have an impact on the IPO timetable. The FCA is due to finalise new rules on public offers and admissions to trading in H1 2025, for more details see the ‘Notes’ section at the end of this document and Practice Note: UK prospectus regime reform. 5 to 6 months before pricing: pre-IPO preparation phase Event Responsibility Develop the company’s business plan Company Interview and select...

Outline timetable for an AIM admission

Outline timetable for an AIM admission This precedent timetable shows the main steps involved in an AIM IPO (where a UK company is applying for the initial admission of its shares to trading on AIM) and no prospectus is required. Impact Day – 12 weeks Event Responsibility All parties meeting All Circulate timetable Nomad Circulate draft list of documents and list of parties Nomad Circulate draft engagement letters Nomad Circulate financial due diligence questionnaire and legal due diligence questionnaire Reporting accountants and Company solicitors Impact Day — 11 weeks Event Responsibility Circulate memorandum on directors’ responsibilities and potential liabilities in respect of an AIM admission document Company solicitors Circulate memorandum on the responsibilities and continuing obligations of a director of an AIM company Company solicitors Circulate directors’ questionnaires, directors’ powers of attorney and directors’ responsibility letters Company solicitors/Nomad Return response to financial due diligence questionnaire and legal due diligence questionnaire Company Commence financial due diligence (including financial procedures review) Reporting accountants Commence legal due diligence Company...

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Where company C is a wholly-owned subsidiary of company B, which in turn is a wholly-owned subsidiary of company A, can you enforce a judgment debt which you have obtained against company A by seeking to charge the shares of company C?

Where company C is a wholly-owned subsidiary of company B, which in turn is a wholly-owned subsidiary of company A, can you enforce a judgment debt which you have obtained against company A by seeking to charge the shares of company C? In answering this Q&A we have limited our research to cover enforcing by way of charging an interest in securities. We assume it is sought to charge company shares on the basis the judgment debtor has an indirect interest in them. In conducting our research we have focussed on enforcement by way of charging an interest in securities. Charging order on beneficial interest Under section 2 of the Charging Orders Act 1979 (COA 1979): '(1) Subject to subsection (3) below, a charge may be imposed by a charging order only on— (a) any interest held by the debtor beneficially— (i) in any asset of a kind mentioned in subsection (2) below…' '(2) The assets referred to in subsection (1) above are—… … (b) securities...

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Dutch court declares that ECT award against Spain qualifies as state aid (Spain v AES & AEF)

Arbitration analysis: The District Court of Amsterdam decided in its judgment of 5 February 2025 that an arbitral award on the basis of the Energy Charter Treaty (ECT) qualifies as state aid under Article 107(1) of the Treaty on the Functioning of the European Union (TFEU). On that basis, the court ordered the Dutch investors to compensate Spain for any sums paid pursuant to the award. In practical terms, the judgment effectively reverses the outcome of the Swiss-seated arbitral proceedings between the Dutch investors and Spain, at least in terms of the damages that had been awarded to the Dutch investors for Spain’s breaches of the ECT. The repayment order applies unless and until the European Commission declares the ECT award wholly or partially compatible with the internal market. Any attempt by the Dutch investors to enforce the award, even if enforcement action is taken outside the EU and by a third party, will trigger repayment obligations on the part of the Dutch investors vis-à-vis Spain. Written by Hetty de...

Separate creditor meetings for equal-ranking creditors—A new sort of cram down for dissenting creditors? (Re Madagascar Oil Ltd)

Restructuring & Insolvency analysis: This case concerns an application by the company to convene meetings of two individual creditors, each of whose claims are pari passu ranked and arise under the same financial instrument, pursuant to section 901C of the Companies Act 2006 (CA 2006) and to approve a restructuring plan under CA 2006, Pt 26A. It considers the different roles of those creditors and their subsequent treatment in relation to the convening meetings, and what should be done practically to manage a contested restructuring plan application. It also considers the principles of Condition B of CA 2006, s 901A(3)(i), which requires the company to propose a ‘compromise or arrangement’ with its creditors, namely whether there was sufficient ‘give and take’ in the restructuring plan. The court held that due to their differing economic roles, differing forms of consideration and their differing future role in the company's future, together with the fact of their disagreement in principle to the restructuring plan, it was appropriate to place them in separate creditor...