The following Corporate practice note provides comprehensive and up to date legal information covering:
This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA 2006).
There are many different reasons why a company may want, or be required, to amend its articles of association. The following are a few common examples of reasons to change the articles:
the company has changed its name and it needs to update references to its name in its articles of association
the company is changing its status, for example it is re-registering from a public limited company to a private limited company, and it needs to update its articles to reflect such change and to make consequential amendments in relation to the different requirements for private limited companies
the company wishes to alter the rights attaching to its shares or is introducing a new class of shares
the law has recently changed and the company wishes to update its articles to reflect the new law
the company wishes to make general improvements to the language or style of the articles of association, or
the company has recently been acquired by a new parent company and wishes to adopt new articles of association that are consistent with other group companies' articles
A company's articles of association may, subject to certain limitations described below (see section entitled Limitations), be amended
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This Practice Note provides guidance on the interpretation and application of the relevant provisions of the CPR. Depending on the court in which your matter is proceeding, you may also need to be mindful of additional provisions—see further below.You should also consider if the proceedings will be
When restructuring is considered rather than formal insolvency proceedings (see Practice Note: Benefits of restructuring over formal proceedings) the company may want to ensure that relevant creditors quickly enter a standstill agreement to gain some breathing space to consider a restructuring
What is a res judicata?A res judicata is a decision given by a judge or tribunal with jurisdiction over the cause of action and the parties, which disposes, with finality, of a matter decided so that it cannot be re-litigated by those bound by the judgment, except on appeal.Final judgments by
Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance in relation to parties who are, or may be presumed to be, acting in concert for the purposes of The City Code on Takeovers and Mergers (the Code). In particular the
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