Roy Davies, a recruitment director, has been banned from acting as a director or directly or indirectly becoming involved, without the permission of the court, in the promotion, formation or management of a company. The ban commenced from 15 July 2020 for a period of six years following an investigation which revealed Davies had caused LTG Recruitment to trade at the risk and detriment of the tax authorities and the company’s creditors.

The Insolvency Service has reported that the High Court has issued Adam Hughes with a 13-year disqualification order, effective from 10 August 2021, after attempting to defraud creditors by falsifying documents. His business partner, Andrew Wood, had signed a 12-year disqualification undertaking on 2 September 2020. Hughes and Wood were directors of Concorde Tyre & Exhaust Centres Ltd, a company incorporated in 2011 which sold motor parts and provided repair services.

A Term Definition Annual return Up to and including 29 June 2016, a company (and limited liability partnership) had a duty to deliver an annual return to Companies House which complied with statutory content requirements pursuant to Part 24 of the Companies Act 2006. Each return had to contain the information required by the Companies Act 2006 and associated Regulations, and be delivered to Companies House within 28 days after the date to which it was made up. The annual return was made on Companies House Form AR01. For the content requirements under the previous regime see Practice Note: A company's annual return (for companies with a made up date on or before 29 June 2016).Since 30 June 2016 a company is required to file a confirmation statement within 14 days of the end of its review period (see A company's confirmation statement). Alternative record-keeping Provisions in Part 8 of the Companies Act 2006, as inserted by Schedule 5 of The Small Business, Enterprise and Employment Act 2015 gave private companies

The key legislation setting out charitable donations relief for companies is enshrined within Part 6 of the Corporation Tax Act 2010 (CTA 2010). There are five main forms of giving to charity as a company, namely: • donating money • donating equipment and trading stock • donating land, property and shares • seconding employees • sponsoring a charity Donating money A limited company which itself is not a charity can pay less corporation tax when it gives money to a charity or Community Amateur Sports Club (CASC). The value of the donation is deductible from the total business profits before tax. However, it is not possible to deduct: • loans that will be repaid by the charity • payments made on condition the charity will buy property from the company or anyone connected with it • a distribution of company profits (eg dividends) Any benefits given to the company in return (eg tickets to an event) must be below a certain value (£25 if the payment does

Company formation under the Companies Act 2006 (CA 2006) is when a company is formed by one or more persons (1) subscribing their names to a memorandum of association; and (2) complying with the requirements of CA 2006 as to registration.

Law360, London: A British corporate trust settlor owes inheritance taxes on £6.5m in contributions, a UK court ruled, rejecting the settlor's contention that only individuals can have a 'life' for purposes of the tax.

Dispute Resolution analysis: Master Clark has handed down a judgment in respect of an application for security for costs in the highly publicised litigation between Tulip Trading Ltd (Tulip) (a Seychelles company that had held approximately $4.5bn of the cryptocurrency, Bitcoin, before the ‘private keys’ to access and control this Bitcoin were stolen) and sixteen defendant software developers. The security application pertained to an imminent hearing to determine whether an order granting permission to serve the claim documents on them out of the jurisdiction should be set aside. The applicants succeeded in establishing that Tulip was impecunious (CPR 25.13(2)(c)) and on that basis alone the security was granted. The applicants also argued that security should be granted because (i) Tulip was a ‘nominal’ claimant within the meaning of CPR 25.13(2)(f); (ii) Tulip was not resident within the jurisdiction pursuant to CPR 25.13(2)(a); and (iii) the claimant had taken steps in relation to its assets that would make it difficult to enforce an order for costs against it pursuant to CPR 25.13(2)(g). The judgment provides welcome exposition of when the security for costs regime under these respective tests is engaged, including guidance as to whether the two limbs of the non-residence condition (CPR 25.13(2)(a)) are cumulative or alternative. Written by Stuart Adams, partner, and Emily Bueno, associate at Mishcon de Reya LLP.

This glossary contains a summary and definition of some of the most common terms and phrases used in the context of incorporating a company. A Word or phrase Definition Alternative record-keeping Provisions in Part 8 of the Companies Act 2006 (CA 2006), as inserted by Schedule 5 of The Small Business, Enterprise and Employment Act 2015 (SBEEA 2015) gave private companies and LLPs the option of keeping certain information on the central register kept by the Registrar of Companies instead of keeping it on their own registers. However, the Economic Crime and Corporate Transparency Act 2023 reformed information and record keeping requirements, meaning that certain registers has been abolished and there is no longer an option to maintain certain information on the central register.For further information on the repealed regime, see Practice Note: Alternative record-keeping—electing to maintain information on the central register [Archived]. Articles of association Generally referred to simply as the articles. The principal constitutional document of a company (see also Memorandum of association), dealing with management and administration issues, most notably the

[COMPANY LETTERHEAD] [insert name of Transfer Agent] [insert name of addressee] [insert name of addressee] Attention: [insert name of individual] Dear [insert text]: Reference is made to that certain Underwriting Agreement dated [date] (the Underwriting Agreement) by and among [insert Company name], a [insert nature of the company] (the Company),

Company investigations under section 432 of the Companies Act 1985 Companies are regulated by the Department for Business, Innovation, Science and Trade to protect investors, suppliers and customers from corporate misconduct. The Secretary of State (SoS) may appoint inspectors to investigate a company's affairs in circumstances described in section 432 of the Companies Act 1985 (CA 1985). The Insolvency Service Legal Services Directorate (LSD) is the lead criminal enforcement agency for insolvency related fraud and corporate misconduct. The investigative powers under CA 1985 may also be exercised in respect of overseas companies carrying on business in the UK. Where there are circumstances to suggest that a company or those involved in the running of the company have been engaged in fraud, misfeasance or other misconduct, the CA 1985 provides investigators with wide powers of investigation, including the power to: • require a company to produce all documents in respect of the company, or in respect of another company • require a company to attend before the inspectors when required to do so • to give inspectors assistance in connection

Restructuring & Insolvency analysis: In this case, the court held that it would have the power to perfect a transfer of shares if no written stock transfer form had been executed and the register of members had not been updated. There was a clear intention to transfer the shares as shown by entries in the annual returns and filed accounts for the companies in question and the insolvency of the transferee company meant that it was unconscionable to revoke the gift. The case also confirms the importance the court will attach to contemporaneous documents as against evidence of recollection. Written by Steven Fennell, barrister, at Exchange Chambers.

A company limited by guarantee is a company whereby the liability of the members is limited to such amount as the members undertake to contribute to the assets of the company in the event of its being wound up.