Since 30 June 2016 all UK companies and LLPs will need to file a confirmation statement instead of an annual return. Only if the entity's made up date was on or before 29 June 2016 would it have been required to file an annual return. For information on the confirmation statement see Practice Note: A company's confirmation statement. A company has a duty to deliver an annual return to Companies House which complies with statutory content requirements pursuant to Part 24 of the Companies Act 2006 (CA 2006), as amended by the Companies Act 2006 (Annual Return and Service Addresses Regulations) 2008 and the Companies Act 2006 (Annual Returns) Regulations 2011 (CA 2006 (AR) Regs) (together, the Regulations). The changes to Part 24 of the CA 2006 made by the CA 2006 (AR) Regs) resulted in there being a dual regime of content requirements for the annual return for a short period. The applicable regime depended upon whether the annual return was

In relation to a review period up to and including 29 June 2016, a company (or LLP) had a duty to deliver an annual return to Companies House which complied with the statutory content requirements pursuant to Part 24 of the Companies Act 2006 (CA 2006), as amended by the Companies Act 2006 (Annual Return and Service Addresses Regulations) 2008, SI 2008/3000 and the Companies Act 2006 (Annual Returns) Regulations 2011, SI 2011/1487. For further information on the old regime, see Practice Note: A company's annual return (for companies with a made up date on or before 29 June 2016) [Archived]. Replacement of the annual return with confirmation statement Section 92 of the Small Business, Enterprise and Employment Act 2015 (SBEEA 2015) inserted CA 2006, Pt 24 which, since 30 June 2016, has removed the requirement to file an annual return and replaced it with a requirement to submit a confirmation statement. In essence, if a company's 'made up' date in relation to the previous annual return regime is on or after 30 June 2016, a confirmation

A liquidator of a company has broad power under section 178 of the Insolvency Act 1986 to disclaim any ‘onerous property’. ‘Property’ includes leasehold property, and ‘onerous’ property is defined as: ‘(a) any unprofitable contract, and (b) any other property of the company which is unsaleable or not readily saleable or is such that it may give rise to a liability to pay money or perform any other onerous act.’ Therefore, provided that the liquidator considers that the property is onerous, it is able to disclaim it—and can be put on notice to make an election as to whether or not

This Practice Note explains what a company’s constitution is. It centres on the integral part of a company’s constitution; the articles of association. It considers the definition of a company’s constitution under the Companies Act 2006 (CA 2006), covers the nature of the articles of association and summarises the common provisions in a company’s articles. This Practice Note also considers entrenched provisions in the articles and the significance of the memorandum of association. What is a company's constitution? A company’s 'constitution' is defined under the CA 2006 as including: • the company’s articles of association, and • any resolutions and agreements affecting a company’s constitution The CA 2006 definition of 'constitution' is non-exhaustive and also refers to other documents forming part of the constitution of a company, including: • the certificate of incorporation and any certificates of incorporation on change of name • a current statement of capital (or statement of guarantee for a company limited by guarantee), and • any court orders or enactments altering the company’s constitution or sanctioning a compromise, arrangement, reconstruction or amalgamation Before

The determination of a company’s financial year is a complex process involving the determination of its accounting reference date (ARD) and its accounting reference period (ARP). A company’s financial year is determined by reference to its ARP—it will be the same as that period, save that the directors may determine that the financial year ends on a day not more than seven days before or after the end of the ARP. A company’s ARP is determined by reference to its ARD—it ends on that date. Some or all of these statutory provisions relating to a financial year may also apply to other companies (such as overseas companies) and entities, however, this issue is outside the scope of this Practice Note. Determining a company’s ARD The last day of the month in which the anniversary of its incorporation falls, is the ARD of a company incorporated: • in Great Britain on or after 1 April 1996 and before 8 November 2006 • in Northern Ireland on or after 22 August 1997 and before 8 November 2006, or

ARCHIVED: This Practice Note has been archived and is not maintained. Regulation (EU) No 1215/2012, Brussels I (recast) introduced important changes to the procedures for enforcing judgments in England which had been obtained in other EU Member States. Those changes move the burden of having a judgment obtained in one EU Member State, the State of Origin, recognised or enforced in another, the State of Enforcement, away from the party seeking recognition or enforcement. The burden now rests with the party resisting recognition or enforcement to establish one of the limited grounds for refusal. Central to those changes is the abolition of the requirement to obtain a declaration of enforceability. Regulation (EC) 44/2001, Brussels I, required a party seeking to enforce a judgment obtained elsewhere in the EU to obtain a declaration in the State of Enforcement that the judgment was enforceable. However, that need for a declaration that a judgment is enforceable has been removed in Regulation (EU) 1215/2012, Brussels

This Practice Note compares key terms of the Loan Market Association (LMA) intercreditor agreement for leveraged acquisition finance transactions (senior/mezzanine) (the LMA Leveraged Intercreditor Agreement), the LMA intercreditor agreement for real estate finance transactions (senior/mezzanine) where the mezzanine debt has been structurally subordinated (the LMA REF Intercreditor Agreement—Structural Subordination) and the LMA intercreditor agreement for real estate finance transactions (senior mezzanine) where the mezzanine debt is not structurally subordinated but subject to contractual subordination in the intercreditor agreement only (the LMA REF Intercreditor Agreement—Contractual Subordination only) (together the Intercreditor Agreements). For more information in relation to the principles of subordination and the key provisions of intercreditor agreements in general, see Practice Notes: Subordination and Intercreditor agreement—key provisions. The LMA leveraged and REF intercreditor agreements The LMA Leveraged Intercreditor Agreement The LMA Leveraged Intercreditor Agreement was the first of the LMA intercreditor agreements to be published and is suitable for adaptation to different kinds of transactions. Prior to

A rentcharge is a method of securing a regular payment due to a third party in respect of land other than a payment by way of rent under a lease or other interest. A rentcharge is distinct from, but similar to, a ground rent or service charge payment in a lease. The Rentcharges Act 1977 (RA 1977) abolished new rentcharges, subject to limited exceptions, and provided for the extinguishment of most existing rentcharges by 2037. One of the retained

For the purposes of this response, it is assumed that the application for a divorce was made on or after 6 April 2022. Where a conditional order has been made in divorce proceedings, it is possible for a respondent to apply on notice adopting the Family Procedure Rules 2010 (FPR 2010), SI 2010/2955, Pt 18 procedure for a final order after the expiration of three months from the earliest date on which the applicant could have applied (section 9(2) of the Matrimonial Causes Act 1973 (MCA 1973); FPR 2010, SI 2010/2955, 7.20). When considering

Under the EU Maintenance Regulation (EC) No 4/2009, where the parties did not have a sufficient connection to England and Wales it was potentially possible to found an application under Part III of the Matrimonial and Family Proceedings Act 1984 under the forum of necessity (forum necessitas) provided for in EU Maintenance Regulation, art 7. This will now only potentially be available in transitional cases, where the proceedings were issued prior to implementation period (IP) completion day (ie 11 pm on 31 December 2020) and are subject to the provisions set out in the Jurisdiction and Judgments (Family) (Amendment etc) (EU Exit) Regulations 2019 (the 2019 Regulations), SI 2019/519, reg 8 (as amended) and the EU Maintenance

PI & Clinical Negligence analysis: The parties to a claim for unlawful detention agreed damages in the sum of £16,000. This was a sum higher than four Part 36 offers previously made by the claimant. The parties submitted a consent order recognising the agreed quantum in full and final settlement. The issue of costs was not agreed. The court held that the usual cost consequences in CPR 36.17 applied. The true effect of the consent order was to enter judgment in favour of the claimant. It was immaterial that the Order did not use the word ‘judgment’, that the order was agreed by way of settlement, or that there had not been a trial resulting in a judgment by a court. Written by Kyran Kanda, barrister at St Philips Chambers.

A and B have agreed, and that agreement is reflected in a consent order, that the legal title in a jointly held property will be transferred from A and B to A alone although both A and B will remain mortgagors. If B refuses to comply with the order the steps which A can take to enforce the order will depend on the form of the order. It the order is in conventional form and provides that the property be transferred from the joint names of A and B into the sole name of