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CHECKLISTS
The Companies Act 2006 (CA 2006) specifies the rights of members (and in a number of cases, non-members) to inspect and request copies of certain types of company records. Set out below are the types of company records to which members and other persons have rights to inspect and/or request copies. CA 2006, s 1136 and the Companies (Company Records) Regulations 2008, SI 2008/3006 set out further procedural requirements and in respect of rights to inspection and requests for copies of company records. See Practice Notes: Company records—members' resolutions and directors' minutes and Location, inspection and copying of company records under the Companies (Company Records) Regulations 2008. Company record Section of CA 2006 Right to inspection Right to copies The register of members CA 2006, ss 114–116 YMembers—free
PRACTICE NOTES
When a company has been struck off, it may be possible to make an application to the Registrar of Companies (the Registrar) to restore that company to the register using the administrative restoration procedure. This Practice Note summarises the company restoration procedure by way of administrative restoration pursuant to the provisions of the Companies Act 2006 (CA 2006) and includes administrative restoration of a company struck off under regulation 22 of the Registered Office Address (Rectification of Register) Regulations 2024, SI 2024/233 (Registered Office Address Regulations 2024). Why restore a company to the register? When a company has been struck off, it may be possible to make an application to the Registrar to restore that company to the register using the administrative restoration procedure. Common reasons for restoring a company to the register using the administrative restoration procedure include: • that the company was still carrying on business or was in operation at the time that the Registrar struck off the company, and • the company still owned property when it was struck off and dissolved, which has now vested
CHECKLISTS
This Checklist sets out the matters to be considered and steps to be taken in order to restore a company to the register following its dissolution using the administrative restoration procedure. Matter to be considered or step taken Reference to relevant section of Companies Act 2006 (CA 2006) or other reference Tick box when step complete or matter considered Preparing for administrative restoration and preliminary checks Check that the administrative restoration process is applicable. It can only be used to restore a company to the register where that company was struck off pursuant to the powers of the Registrar of Companies. It will not be applicable where the company applied for its own voluntary strike off pursuant to CA 2006, s 1003. CA 2006, ss 1000–1003The Registrar's powers to strike off a company Check that the application to administratively restore the company is to be made by a former director or former shareholder of the company. CA 2006, s 1024(3) Check that the company was satisfies the first condition to making an application
FLOWCHARTS
This Flowchart sets out the procedure for restoring a company to the register using the administrative restoration
PRACTICE NOTES
When a company has been struck off, it may be possible to make an application to the court to restore that company to the register by court order, pursuant to the provisions of the Companies Act 2006. This Practice Note summarises the company restoration procedure for restoration to the register by court order. Why restore a company to the register? When a company has been struck off it may be possible for an interested person to make an application to the court to restore it to the register. There are many reasons for restoring a company to the register, including: • to enable a claim to be brought against the company • to deal with property which the company still owned when it was struck off and dissolved, which has now vested as bona vacantia, and • where the company was struck off by the registrar whilst it was still carrying on business Where a company has been struck off the register at the instigation of the registrar of companies, the applicant should consider
FLOWCHARTS
This Flowchart sets out the procedure for restoring a company to
PRACTICE NOTES
This Practice Note provides a navigational guide and further links to the company secretarial resources available within Lexis+® UK so as to assist in-house lawyers, company secretaries and company directors locate the most appropriate information or precedent for their needs. Lexis+® UK 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 The following are some of the topical items which company secretarial users may need to consult on a regular basis: • Corporate horizon scanning—2025 and beyond • Case tracker—2025—Corporate • Corporate—new starter guide • The Economic Crime and Corporate Transparency Act 2023—tracker • Reform of the UK listing regime—fundamentals • Brexit legislation tracker [Archived] Company incorporation and constitution This subtopic will assist users in locating information relating to the setting up of a company (or tailoring of a shelf company), including the
GLOSSARY
The role of a company secretary is not prescribed by the Companies Act 2006 but will usually involve: maintaining the company's records and registers, filing documents with Companies House and running the agenda for and taking minutes of board and members' meetings.
PRACTICE NOTES
Definition A public company must have a company secretary (as required by section 271 of the Companies Act 2006 (CA 2006)), who must have the requisite knowledge and experience to be the company secretary, and have certain specified qualifications. A private company does not need to have a company secretary, unless its articles of association require it to have one. A company secretary of a private company does not need to have any particular qualifications. A company secretary may be a natural person or a corporate entity. Qualifications of a company secretary (public company) CA 2006, s 273 provides that it is the duty of the directors of a public company to take all reasonable steps to secure that the secretary (or each joint secretary) of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company, and has one or more of the following qualifications: • they have held the office of secretary of a public company for at least three of
PRECEDENTS
Introduction This legal due diligence questionnaire relates to the proposed purchase by [insert buyer name] (the Buyer) of the entire issued share capital of [insert name of target company] incorporated in England and Wales under number [insert company number] (the Company) from [insert sellers names] (the Sellers (the Proposed Acquisition). This questionnaire is designed to enable the Buyer, the Buyer's solicitors and other professional advisers involved in the Proposed Acquisition to obtain the information which the Buyer requires in relation to the Company’s tax advantaged company share option plan(s) (CSOP(s)) to assist in the valuation of the Company and assessment of the risks associated with the CSOP(s). Please answer every question fully. Please provide your answers in italics underneath each question and provide copies of all relevant documentation, ensuring that all answers and documents are clearly marked by reference to the appropriate paragraph of this questionnaire. We reserve the right to raise further enquiries in respect of both your responses to this questionnaire and generally. Definitions Group • means the Company and each of the Subsidiaries and Group
FLOWCHARTS
A company share option plan (CSOP) allows tax-advantaged share options over shares worth up to £60,000 per individual (valued as at the date of grant) to be granted on a discretionary basis by companies which meet the CSOP eligibility requirements and are often used by companies that are too large to qualify to grant enterprise management incentive (EMI) options. The legislation relating to CSOPs sets out numerous requirements that must be met, including in relation to: • the individuals
PRACTICE NOTES
The purpose of a statutory demand The purpose of a statutory demand is to establish that a company is unable to pay its debts (rather than the creditor relying on section 123(1)(e) or section 123(2) of the Insolvency Act 1986 (IA 1986)). A statutory demand is a written demand in the prescribed form for a debt in excess of £750 which is served on a company by leaving it at the company’s registered office (IA 1986, s 123(1)(a)). This figure is not affected by the increase in the bankruptcy level for bankruptcy petitions from £750 to £5,000 which came into effect on 1 October 2015. If the statutory demand remains unpaid and is not disputed, the company is deemed to be unable to pay its debts and it gives a creditor the ability to present a winding-up petition against the company. When not to use a statutory demand A statutory demand should not be used where: • there is a genuine dispute as to the amount owed