This Q&A does not indicate whether the executor is a layperson or a professional and, if a professional, whether that person is a solicitor. However, it does indicate that the executor has taken out the grant and it is therefore a question of their responsibilities and whether they can renounce their executorship. In respect of the first question the executor’s duties are to gather in the assets of the testator and arrange payment of the debts. Patently, if the estate is insolvent the debts exceed

Notice of first periodic review Under the provisions of the Environment Act 1995 (EA 1995), all mines are subject to periodic review. Where a mineral planning authority determines that it will carry out a periodic review of the mineral permissions relating to a mining site it must give notice in accordance with the Environment Act 1995, Sch 14. The EA 1995, Sch 14, para 4, relates to the first periodic review, which provides that: • 'The mineral planning authority shall, in connection with the first periodic review…,no later than

A claim for the possession of land is referred to in CPR 55 as a possession claim (CPR 55.1). Where a possession claim is brought, the claimant must use the procedure contained in CPR 55 (CPR 55.2(1)). Although the claim may be issued in any hearing centre, if it is not commenced at the one which serves the address to which it relates, it will be transferred to it (CPR 55.3(1)). Unless the claimant files a certificate verified by a statement of truth setting out the reasons why it is believed that the claim should be commenced in the High Court, it must be issued in the County Court (CPR 55.3(2)). Reasons for doing so may arise if there are complicated disputes of fact or points of law of general importance (CPR PD 55A, para 1.3). The property's value and amount claimed may be relevant circumstances

The Companies Act 2006 (CA 2006) does not specify a maximum number of directors that a private or public company can have, but a company may specify a maximum number of directors in its articles of association. If a company has specified a maximum number of directors in its articles

If, at any time and for any reason, a company does not have any directors, this may have serious consequences. It is usual for a company's articles of association to give its members the power to appoint one or more directors (as required). If this power is available, it would be advisable for the members of a company that does not have any directors to use it as quickly as possible to remedy the situation. For further information on the appointment of directors and other Companies Act 2006 (CA 2006) requirements relating to directors, see Practice Note: Appointment, retirement and resignation of a director. Breach of statutory and contractual obligations A company that does not have any directors will certainly be in breach of some of the provisions of the CA 2006 relating to directors and may also be in breach of its articles of association. In addition, that company is likely to find it extremely difficult, if not impossible, to operate, considering the usual role and powers

Directors’ duties The main directors’ duties developed by the courts were set out in statute for the first time in sections 171–177 of the Companies Act 2006 (general duties) (CA 2006). For details on the general duties, see Practice Notes: Directors' duties—nature, scope, interpretation and application, Directors' duties—directors' conduct: CA 2006, ss 171–174 and Directors' duties—directors' interests: CA 2006, ss 175–177. The common law rules and equitable principles on which the general duties are based continue to be relevant when (among other things) interpreting and applying the general duties. Accordingly, when considering the enforceability and breach of the general duties, it is necessary to turn to the common law rules and equitable principles that they are based on. Under CA 2006, s 174, a director has a duty to exercise reasonable care, skill and diligence, which is expressly stated to mean the care, skill and diligence that would be exercised by a reasonably diligent person with: • the general knowledge, skill

A limited liability partnership (LLP) is not a partnership but a body corporate that is formed under the Limited Liability Partnerships Act 2000 (LLPA 2000). The majority of law applicable to LLPs is actually modified company law rather than partnership law. LLPA 2000 expressly states that, except as otherwise provided in LLPA 2000 or regulations made pursuant to it, the law relating to partnerships does not apply to an LLP. LLPA 2000 is largely a framework statute covering the formation of an LLP and the relationship of the members of an LLP. It is supplemented by various statutory instruments. In particular: • the Limited Liability Partnerships Regulations 2001 (LLP Regs 2001), SI 2001/1090 apply provisions of partnership

The allotment of shares in a company is governed by the Companies Act 2006 (CA 2006). For information on the requirements that apply to the allotment of shares in different types of companies, see our sub-topic: Allotment, issue and pre-emption. We assume for the purpose of this Q&A that the allotment of shares referred to has been carried out in accordance with CA 2006. Prior to 1 October 2009, a company was required by the Companies Act 1985 (CA 1985) to have authorised share capital, which was stated in its memorandum of association. The authorised share capital of a company was expressed as a total share capital figure, divided into shares of a fixed nominal value, eg, a company may have an authorised share capital of ‘100 divided into 100 ordinary shares of £1 each’. That figure acted as a limit on the number of shares that could be allotted by a company’s

STOP PRESS: From 6 April 2017, the Insolvency Rules 1986, SI 1986/1925 were revoked and replaced by the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024. The content in this Q&A may have been affected by this change. Why is it relevant? A company in financial difficulties will inevitably have a number of creditors banging on the door for payment. While restructuring discussions are ongoing with creditors and in the absence of any formal insolvency process, there remains the risk that a creditor will present a winding-up petition at court in an attempt to force payment from the company. This will have consequences for any proposed restructuring as discussed in this Q&A. What are the consequences? There are a number of consequences of a winding up petition being presented at court by a creditor and in the context of a restructuring, the key consequences are: Appointment of an administrator Following the presentation of a winding-up petition at court (which has not been disposed

As discussed in Q&A: Can a director appoint an alternate director and should a company notify Companies House of the appointment of an alternate director?, there is no power in the Companies Act 2006 (CA 2006) for a director to appoint an alternate, but such power is often included in a company’s articles of association. Where the articles do so, they will also set out the procedure for appointing an alternate director. Typically, the articles will provide that a director appointing an alternate should do so in writing to the company and the notice of such appointment should contain a statement signed by the alternate that he or she is willing to act as alternate director. Following the appointment, the company’s register would need to be updated to record the appointment of the alternate director and notification would need to be made to Companies House about the appointment. De jure and de facto directors and directors’ duties An alternate director

In addition to the general requirements when filing an appeal notice, as detailed in Practice Note: Starting an appeal—general provisions, appeal notices in the Court of Appeal must be filed in the Civil Appeals Office Registry together with: • three copies of the appeal notice and one additional copy for each of the respondents. These additional copies will be sealed by the court and returned to the appellant for service on the respondent(s) • one copy of the documents set out in CPR PD 52C, para 3(3), including: • the sealed order or tribunal decision being appealed • any order granting or refusing permission to appeal • the judge's or tribunal's reasons for granting or refusing permission to appeal • any witness statements or affidavits relied on in support of any application

This Q&A considers: • whether or not the employee director would be entitled to EIS tax relief on the second acquisition of shares, and • the impact of such an acquisition on the person’s SEIS tax relief Impact on EIS relief An individual must meet a number of conditions in order to obtain tax reliefs under the EIS regime, these are fully explained in Practice Note: EIS—conditions for relief: individual investor conditions. One of those conditions is that the individual is not connected with the issuing company at any time during: • the two-year period before the issue of shares, and • the three-year period after the issue date or (in certain circumstances) after the date on which the qualifying trade began Any