The process for incorporating a company limited by guarantee is almost identical to setting up any other company (see Practice Note: Companies limited by guarantee). The differences are: • the Form IN01 must include a statement of guarantee instead of a statement of capital • the proforma memorandum of association for companies without a share capital should be used A proforma memorandum can be found at ‘Give notice of subscribers: company not having share capital’. Since the implementation of the Companies Act 2006,

If a company is being incorporated as a public company from scratch, one of the requirements is that the public company must apply for a trading certificate from Companies House in order to do business or exercise borrowing powers. This requirement is found in section 761

A company's articles of association are its main internal governing document. Section 18 of the Companies Act 2006 (CA 2006) states that the articles of association ‘prescribe regulations for the company’, ie the articles set out the rules on how the company is managed, meetings are held and decisions are made by directors and shareholders. Among other things, the articles will provide how directors are appointed, removed or retire by rotation and how meetings of shareholders are convened and held. CA 2006 requires all companies to have articles of association, If a company does not register its own custom articles of association upon incorporation, the appropriate statutory form of model articles will apply to the company by default. For companies incorporated prior to 1 October 2009, their existing customised articles of association or the relevant statutory form of default articles (known as ‘Table A’ for companies limited by

Section 126 of the Building Act 1984 (BA 1984) is the general interpretation section of BA 1984. In it, ‘statutory undertakers’ is defined as: ‘…persons authorised by an enactment or statutory order to construct, work or carry on a railway, canal, inland navigation, dock, harbour, tramway, or other public undertaking; but does not include a universal service provider (within the meaning of Part 3 of the Postal Services Act 2011) or a relevant company (within the meaning of Part 4 of the Postal Services Act 2000).’ The definition appears a few times in BA 1984, but of principal note is BA 1984, s 4, which provides that: ‘…nothing in this Part of this Act with respect to building regulations,

Does the highway authority have authority in this case? In deciding whether or not the highways authority can object to the use of the pipe it is necessary to ascertain whether the pipe is a highway drain or culvert. Usually drains belonging to roads for which a county or metropolitan district council is the highway authority are vested in the relevant council by virtue of section 264(1) of the Highways Act 1980. For more information, see Practice Note: Highway drains and culverts. Culvert or drain? According to Environment Agency guidance on riparian ownership (EA guidance) page 31, a culvert is a covered channel or pipe designed to prevent the obstruction of a watercourse or drainage path by an artificial construction. Culvert is not defined in Water Industry (Schemes for Adoption of Private Sewers) Regulations 2011, SI 2011/1566 or the Water Industry Act 1991 (WIA 1991). The key provisions in Water Industry

For an overview of the law around running a prize promotion, see Practice Notes: Prize promotions and How to run a prize promotion. Additionally, Practice Note: Licensing of alcohol and entertainment, in particular the section on ‘Licensable activities, discusses the alcohol distribution activities that fall under the Licensing Act 2003 (LA 2003). LA 2003, s 175 notes when a licence is

Pursuant to section 859A of the Companies Act 2006 (CA 2006), all charges created by a UK registered company or LLP are registrable at Companies House unless they fall within one of the exceptions in CA 2006, s 859A(6) The exceptions are: • a charge in favour of a landlord on a cash deposit given as security in connection with the lease of land • a charge created by a member of Lloyd's

Introduction: Stair Memorial Encyclopaedia [269] defines a promissory note as: 'an unconditional promise in writing made by one person to another signed by the maker, engaging to pay, on demand or

Under section 19 of the Financial Services and Markets Act 2000 (FSMA 2000), a person cannot carry out a regulated activity, or purport to do so, in the UK unless they are either an authorised person (ie authorised by the Prudential Regulation Authority and/or the Financial Conduct Authority), or an exempt person (eg by being an appointed representative). For an overview of the regulated

Section 761 of the Companies Act 2006 (CA 2006) provides that a public company (otherwise than one formed by virtue of re-registration as a public company) must not do business or exercise any borrowing powers unless the Registrar of Companies has issued it with a trading certificate. A trading certificate will be issued if the nominal value of the company's allotted share capital is not less than the 'authorised minimum' (currently £50,000 or the prescribed Euro equivalent),

Allotting shares in a public company: In terms of an allotment of shares our Practice Note: Allotment and issue of shares—introductory points provides useful guidance on the issue, including relating to preliminary considerations, payment for shares allotted and post-allotment actions. The preliminary considerations will be relevant as the articles of association of the company may contain any general restrictions in relation to the allotment of shares, and also whether there are pre-emption rights that will apply to the proposed allotment. Depending on whether the public company in question is a listed or unlisted public company, the following two Practice Notes: Allotment and issue of shares—listed public companies and Allotment and issue of shares—private companies with more than one class of share and public unlisted companies may be useful. Both Practice Notes discuss the procedure for allotting and

During the administration of an estate, the residuary legatees do not have any beneficial interest in the assets or property within the estate. The legatees would acquire a beneficial interest if the personal representatives (PRs) appropriate property to them or assent property to them during the administration period or, alternatively, would become beneficially entitled at the end of the administration period. If the beneficial title to the property or asset is transferred to the legatee on the occurrence of one of those