Entrepreneurs' relief applies to qualifying business disposals by individuals. There are several different categories of qualifying business disposals but the main category involves disposals by individuals who trade through a company (or who own a business directly either as a sole trader or through a partnership). In this main category, there are four conditions, any of which may be satisfied for the relief to apply. Condition A is the relevant condition which applies to the key situation that the relief was designed for—namely, the sale of a business by way of a sale of shares or securities. A disposal of shares (or securities) will satisfy Condition A if: • the company is the relevant individual’s

In legal practice, a “holding” is the court’s determination of the legal principle necessary to decide the dispute on the facts before it. It is the binding part of a judgment, contrasted with obiter dicta, which are persuasive but not essential comments. Across England and Wales, Scotland, Northern Ireland and Ireland, the term is used consistently in case law analysis rather than being defined in statute. The holding is found in the ratio decidendi of the decision and is what lower courts must follow under the doctrine of precedent. Identifying the holding involves isolating: (1) the material facts as found by the court, and (2) the rule of law the court applies to those facts to reach its conclusion. The concept is central to appellate practice, legal research, drafting opinions and advising clients on how a precedent applies. Distinguishing, limiting, or extending a prior decision requires precise understanding of its true holding, as opposed to its broader reasoning or factual narrative.

This Practice Note summarises the law, guidelines and market practice in relation to holding a general meeting. It is suitable for use by both practitioners and company secretaries in relation to companies with equity shares listed on the Main Market of London Stock Exchange plc (listed companies) and companies with equity shares admitted to AIM (AIM companies). For details on the notice requirements for a general meeting of a listed company or an AIM company, see Practice Note: General meetings—notice requirements for listed public companies. A general meeting of the members of a company can be called and held at any point, and any number of times, in a year in order for the members to pass resolutions to carry out certain changes or approve certain actions. Detailed requirements as regards the convening and holding of a general meeting are set out in the Companies Act 2006 (CA 2006). The CA 2006 imposes additional requirements on a public company which is also a traded company or a quoted company. This covers

This Practice Note summarises the law, guidelines and market practice in relation to holding a general meeting of a private company or an unlisted public company. It covers quorum, how to adjourn the meeting, the role of the company secretary, shareholder resolutions and voting, auditors' rights and steps to be taken after the meeting. A general meeting of the members of a company can be called and held at any point, and any number of times, in a year in order for the members to pass resolutions to carry out certain changes or approve certain actions. Detailed requirements as regards the convening and holding of a general meeting are set out in the Companies Act 2006 (CA 2006). A company must also comply with any requirements in its articles of association in relation to convening general meetings. The CA 2006 imposes additional requirements on a public company which is also a traded company. This Practice Note deals with the law and practice in relation to holding a general

There are two forms of general meetings under the Companies Act 2006 (CA 2006): general meetings and annual general meetings (AGMs). A general meeting of the members of a company can be called and held at any point, and any number of times, in a year in order for the members to pass resolutions to carry out certain changes or approve certain actions. A public company must hold an AGM each year within the period of six months beginning with the date following its accounting reference date. A private company is not required to hold an AGM each year (although it may choose to do so, or its articles of association may contain provisions requiring the company to hold an AGM each year). Detailed requirements as regards the convening and holding of a general meeting are set out in CA 2006. A company must also comply with any requirements in its articles of association in relation to convening general meetings. In relation to the fundamentals of calling a general meeting see Practice Note: Calling a general meeting—fundamentals. See

This Practice Note summarises the law, guidelines and market practice relating to the holding of an annual general meeting (AGM). It is suitable for use by both practitioners and company secretaries in relation to public companies with equity shares listed on the Main Market of London Stock Exchange plc (listed companies) and public companies with equity shares admitted to AIM (AIM companies). For details on the notice requirements for an AGM of a listed company or an AIM company, see Practice Note: AGMs—notice requirements for listed public companies. A public company must call an AGM each year within the period of six months starting on the day after its accounting reference date. Detailed requirements as regards the convening and holding of an AGM are set out in the Companies Act 2006 (CA 2006). The CA 2006 imposes additional requirements on a public company which is also a traded company or a quoted company. This covers listed companies, but not AIM companies. The CA 2006 also contemplates circumstances in which a private company

This Practice Note summarises the law, guidelines and market practice in relation to holding an annual general meeting (AGM) of a private company or an unlisted public company. It covers quorum, how to adjourn the meeting, the role of the chair and the company secretary, shareholder resolutions and voting, auditors’ rights and steps to be taken after the meeting. It is suitable for use by both practitioners and company secretaries in relation to private companies limited by shares and unlisted public companies limited by shares. For details on the notice requirements for an AGM of a private company or unlisted public company, see Practice Note: AGMs—notice requirements for private and unlisted public companies. A public company must call an AGM each year within the period of six months beginning with the day following its accounting reference date. A private company is not required to hold an AGM, but it may choose to do so or it may have provisions in its articles of association that require it to do so. Detailed

See Talks Announcement.

Defined in section 1159 of the Companies Act 2006 as a company holding a majority of the voting rights in another subsidiary company or having the right to appoint or remove a majority of the subsidiary company’s board of directors.

This Practice Note focuses on the tax characteristics of holding company jurisdictions for wholly-owned corporate subsidiaries and covers: • general considerations in selecting a holding company jurisdiction • withholding tax on payments to holding company • tax on payments received by the holding company • withholding on payments by a holding company to shareholders • Pillar Two • controlled foreign companies (CFCs) • other tax considerations, and • tax considerations on leaving the holding company jurisdiction An introduction to holding companies For businesses expanding internationally, or funds and other entities making international acquisitions, an important consideration is the corporate holding structure for the business and the location of the entities used to own and operate the expanding business. Many commercial factors are relevant to this issue, including the nature of the business and its customer base, the location of key management and employees and access to finance and other support services. There are sound business reasons for the use of holding companies such as consolidating management, ring-fencing business divisions and administrative convenience.

This Practice Note considers the law and institutional investor guidance relating to the holding of entirely virtual or hybrid general meetings and annual general meetings (AGMs). The interest from shareholders and other company stakeholders in holding meetings via electronic modes of communication has notably increased in recent years. This structural trend then significantly accelerated during the coronavirus pandemic. Holding electronic meetings—Companies Act 2006 Even before the coronavirus pandemic, a small number of FTSE 350 companies had begun experimenting with electronic meetings, ranging from online broadcasts (webcasts) of physical meetings, or hybrid meetings where shareholders could choose to participate in either a physical or virtual space. In 2016 Jimmy Choo plc held the first entirely virtual AGM which triggered significant debate about the fairness and effectiveness of virtual participation. Hybrid or wholly virtual electronic meetings and AGMs are likely to be attractive to some companies and shareholders given the perceived ease of access for members, as well as the potential cost savings from not holding a physical meeting on the same scale, or at all.

ARCHIVED: This Precedent has been archived and is not maintained. STOP PRESS: As of 24 February 2025, the main provisions of the Procurement Act 2023 (PA 2023) are in force. Procurements begun on or after this date must be carried out under PA 2023, whereas those begun under the previous legislation (the Public Contracts Regulations 2015 (PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011) must continue to be procured and managed under that legislation. See Practice Note: Introduction to the Procurement Act 2023—PA 2023. [Complainant’s organisation] [Name] [Address] [Sent by email] [Confidential] Dear