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In-House weekly highlights—8 April 2021
The following In-house Advisor news provides comprehensive and up to date legal information on In-House weekly highlights—8 April 2021
This Practice Note provides a navigational guide and further links to the company secretarial resources available within Lexis®PSL so as to assist in-house lawyers, company secretaries and company directors locate the most appropriate information or precedent for their needs. Lexis®PSL maintains a significant library of content that may be required in relation to the wide variety of company secretarial duties. Most of this content is housed within the Corporate practice area, and is also accessible via the In-house Advisor practice area under the collated topic of ‘Company secretarial resources’.
General—current hot topics
Company incorporation and constitution
Company administration
Directors and company secretaries
Corporate governance
Members’ meetings and resolutions
Share capital
Audit and auditors
Accounts and reports
Listed company compliance
Trend reports
Useful resources
The following are some of the topical items which company secretarial users may need to consult on a regular basis:
Corporate horizon scanning—2021 and beyond
Corporate governance horizon scanning—2021 and beyond
Case tracker—2021—Corporate
The effect of Brexit on UK company law
Brexit legislation tracker
Coronavirus (COVID-19)—key issues for Corporate lawyers
Corporate—new starter guide
The following content will assist users locate information relating to the setting up of a company (or tailoring of a shelf company), including the drafting of first board minutes, the appointment of directors and company secretaries, the choice and registration of a company name, and the allotment of subscriber shares:
Company incorporation and constitution—overview
Incorporating a company
Tailoring a shelf company
Incorporating a limited company—fundamentals
Similarly, the following content relates to the constitution of a company:
Company constitution—fundamentals
A company’s constitution
Breaching the articles of association, and
Amending the articles of association
As well as the standard Model Articles, numerous constitutional templates and bespoke clauses are available, of which the following are just a selection:
Articles of association—private limited company
Articles of association—subsidiary—private limited company
Articles of association—private company limited by guarantee
Articles of association—public company
Articles of association—listed company
All aspects of company administration are available within Lexis®PSL, including Practice Notes, Precedents, Forms and Checklists relating to company filings, the registration of company charges, maintaining statutory and non-statutory registers (including the people with significant control (PSC) register) and completion of the annual confirmation statement:
Company admin—overview
Companies House filing procedures
Registration of company charges
Company records—a company's statutory registers
Company records—a company's non-statutory registers
PSC register—fundamentals
PSC register—the people with significant control regime
A company's confirmation statement
This subtopic contains information on the appointment, retirement, removal and resignation of the main company officers, directors’ service contracts and remuneration, powers, duties and liabilities of directors and transactions with directors (requiring the approval of the members):
Directors and company secretaries—overview
Appointment, retirement and resignation of a director
Removal of a director
Appointment of a company secretary
Removal of a company secretary
Company secretary—role, responsibilities and liabilities
Directors’ long term service contracts
Directors’ service contracts—retention, copying and inspection
Directors' duties—a quick guide
Directors and criminal liability
Loans to directors, connected persons and related arrangements—requirement to obtain members’ approval
Substantial property transactions—requirement to obtain members’ approval
Payments for a director’s loss of office
As well as substantial content and commentary on the UK Corporate Governance Code, users will find details of corporate governance regimes and developments for all types and sizes of companies. Content is organised according to the key areas of risk management and internal control, leadership and effectiveness, relations with shareholders, director remuneration and environment, social and governance (ESG) issues:
Corporate governance—overview
An introduction to corporate governance for in-house lawyers
Company secretary (listed): governance and risk
Corporate governance horizon scanning—2021 and beyond
The UK Corporate Governance Code
The Quoted Companies Alliance (QCA) Corporate Governance Code
Corporate governance for private companies
Related to the nature of membership and the calling and holding of general meetings and annual general meetings (AGMs) customers will find substantive information on communications to and from a company, the rights of indirect shareholders, the protection of minority shareholders and members’ rights, notice requirements for meetings, appointing proxies, corporate representatives, quorum and voting, and a deep bank of Precedent resolutions covering all aspects of shareholder resolutions (including written resolutions):
Coronavirus (COVID-19)—holding general meetings and AGMs
Calling a general meeting—overview
Calling a general meeting—fundamentals
This Practice Note provides a navigational guide and further links to the company secretarial resources available within Lexis®PSL so as to assist in-house lawyers, company secretaries and company directors locate the most appropriate information or precedent for their needs. Lexis®PSL maintains a significant library of content that may be required in relation to the wide variety of company secretarial duties. Most of this content is housed within the Corporate practice area, and is also accessible via the In-house Advisor practice area under the collated topic of ‘Company secretarial resources’.
General—current hot topics
Company incorporation and constitution
Company administration
Directors and company secretaries
Corporate governance
Members’ meetings and resolutions
Audit and auditors
Accounts and reports
Listed company compliance
Trend reports
Useful resources
The following are some of the topical items which company secretarial users may need to consult on a regular basis:
Corporate horizon scanning—2021 and beyond
Corporate governance horizon scanning—2021 and beyond
Case tracker—2021—Corporate
The effect of Brexit on UK company law
Brexit legislation tracker
Coronavirus (COVID-19)—key issues for Corporate lawyers
Corporate—new starter guide
The following content will assist users locate information relating to the setting up of a company (or tailoring of a shelf company), including the drafting of first board minutes, the appointment of directors and company secretaries, the choice and registration of a company name, and the allotment of subscriber shares:
Company incorporation and constitution—overview
Incorporating a company
This Practice Note provides a navigational guide and further links to the company secretarial resources available within Lexis®PSL so as to assist in-house lawyers, company secretaries and company directors locate the most appropriate information or precedent for their needs. Lexis®PSL maintains a significant library of content that may be required in relation to the wide variety of company secretarial duties. Most of this content is housed within the Corporate practice area, and is also accessible via the In-house Advisor practice area under the collated topic of ‘Company secretarial resources’.
General—current hot topics
Company incorporation and constitution
Company administration
Directors and company secretaries
Corporate governance
Members’ meetings and resolutions
Audit and auditors
Accounts and reports
Listed company compliance
Trend reports
Useful resources
The following are some of the topical items which company secretarial users may need to consult on a regular basis:
Corporate horizon scanning—2021 and beyond
Corporate governance horizon scanning—2021 and beyond
Case tracker—2021—Corporate
The effect of Brexit on UK company law
Brexit legislation tracker
Coronavirus (COVID-19)—key issues for Corporate lawyers
Corporate—new starter guide
The following content will assist users locate information relating to the setting up of a company (or tailoring of a shelf company), including the drafting of first board minutes, the appointment of directors and company secretaries, the choice and registration of a company name, and the allotment of subscriber shares:
Company incorporation and constitution—overview
Incorporating a company
Similarly, the following content relates to the constitution of a company:
Company constitution—fundamentals
A company’s constitution
Breaching the articles of association, and
Amending the articles of association
As well as the standard Model Articles, numerous constitutional templates and bespoke clauses are available, of which the following are just a selection:
Articles of association—private limited company
Articles of association—subsidiary—private limited company
Articles of association—private company limited by guarantee
Articles of association—public company
All aspects of company administration are available within Lexis®PSL, including Practice Notes, Precedents, Forms and Checklists relating to company filings, the registration of company charges, maintaining statutory and non-statutory registers (including the people with significant control (PSC) register) and completion of the annual confirmation statement:
Company admin—overview
Companies House filing procedures
Registration of company charges
Company records—a company's statutory registers
Company records—a company's non-statutory registers
PSC register—fundamentals
PSC register—the people with significant control regime
A company's confirmation statement
This subtopic contains information on the appointment, retirement, removal and resignation of the main company officers, directors’ service contracts and remuneration, powers, duties and liabilities of directors and transactions with directors (requiring the approval of the members):
Directors and company secretaries—overview
Appointment, retirement and resignation of a director
Removal of a director
Appointment of a company secretary
Removal of a company secretary
Company secretary—role, responsibilities and liabilities
Directors’ long term service contracts
Directors’ service contracts—retention, copying and inspection
Directors' duties—a quick guide
Directors and criminal liability
Loans to directors, connected persons and related arrangements—requirement to obtain members’ approval
Substantial property transactions—requirement to obtain members’ approval
Payments for a director’s loss of office
As well as substantial content and commentary on the UK Corporate Governance Code, users will find details of corporate governance regimes and developments for all types and sizes of companies. Content is organised according to the key areas of risk management and internal control, leadership and effectiveness, relations with shareholders, director remuneration and environment, social and governance (ESG) issues:
Corporate governance—overview
An introduction to corporate governance for in-house lawyers
Company secretary (listed): governance and risk
Corporate governance horizon scanning—2021 and beyond
The UK Corporate Governance Code
The Quoted Companies Alliance (QCA) Corporate Governance Code
Corporate governance for private companies
Related to the nature of membership and the calling and holding of general meetings and annual general meetings (AGMs) customers will find substantive information on communications to and from a company, the rights of indirect shareholders, the protection of minority shareholders and members’ rights, notice requirements for meetings, appointing proxies, corporate representatives, quorum and voting, and a deep bank of Precedent resolutions covering all aspects of shareholder resolutions (including written resolutions):
Coronavirus (COVID-19)—holding general meetings and AGMs
Calling a general meeting—overview
Brexit
