Contracts can be formed in one of three ways: • orally • ‘under hand’ (in writing), or • by deed Oral and written contracts are executed ‘in simple form’ and deeds are executed in ‘solemn form’. Execution of a contract At its most straightforward, a signature is the manuscript addition of the party's name to a document to indicate agreement to, and willingness to be bound by, its terms. However, the court has been asked to rule on the status of a range of signatures as standards of literacy have varied, and as new technologies have emerged. Reviewing the authorities in 2001, the Law Commission concluded that the test is one of function, not form. The courts have consistently looked to whether the method of signature used fulfilled

If the company is registered in the EU and the debt is uncontested you could consider using a European Order for Payment. This provides a means by which payment may be sought without the need to initiate court proceedings. For information on this process, see Practice Note: European orders for payment. If the debt is or is likely to be contested you need to consider the provisions within the Companies Act 2006 (CA 2006) to determine whether the company can be served with the claim form in England. For information on this area, see Practice Note: Serving documents under the Companies Act 2006 which highlights the following: • if seeking to serve in an overseas company, you need to determine whether the company has registered its particulars under CA 2006, s 1046. Note:

If the company is registered in the EU and the debt is uncontested you could consider using a European Order for Payment. This provides a means by which payment may be sought without the need to initiate court proceedings. For information on this process, see Practice Note: European orders for payment. If the debt is or is likely to be contested you need to consider the provisions within the Companies Act 2006 (CA 2006) to determine whether the company can be served with the claim form in England. For information on this area, see Practice Note: Serving documents under the Companies Act 2006 which highlights the following: • if seeking to serve in an overseas company, you need to determine whether the company has registered its particulars under CA 2006, s 1046. Note:

A director of a company is an officeholder; an employee of the company. It will be a question of fact whether the director of a company is also an employee. For further information, see Directors—overview and Practice Note: Employee status. If the director in question is also an employee, it will be necessary to consider both corporate law and employment law issues. Employment law considerations From an employment law perspective, it is standard to include in a director’s service agreement the express power to suspend the director from work on full pay and benefits while a disciplinary investigation is being carried out, in order to avoid any argument by the director that they have the right to attend work during any such period. See for example clause 19.2 of Precedent: Executive service agreement and the related

This Q&A is limited to cover the relevant provisions of the Electricity Act 1989 (EA 1989), the Electricity (Applications for Licences, Modifications of an Area and Extensions and Restrictions of Licences) Regulations 2010, SI 2010/2154 (the Regulations) and Ofgem’s Guidance for gas and electricity licence applications (Ofgem Guidance). We have not considered the standard generation licence conditions given you are focussed on the pre-licence grant position. We have focussed on the Regulations and the schedule thereto, the Ofgem Guidance and EA 1989, ss 6A and 59. At the point at which an application for a generation licence is made to Ofgem, among other things details of directors, the ultimate holding company, parent undertaking, and controlling

This Q&A assumes that the residuary beneficiary is not a charitable company. In order to be properly protected from potential liability, the executors should consult with the insolvency practitioner appointed as liquidator to deal with

In this Q&A we have assumed: • that the receivers are Law of Property Act (LPA) or fixed charge receivers, and • that the creditor or debtor wishes to initiate correspondence with the correct office-holder rather than to respond to correspondence received The answer to this question depends on the purpose of the correspondence which the debtor or creditor wants to send. To work this out, it is necessary to understand the different roles of an administrator and LPA or fixed charge receiver, when they are in office at the same time. An administrator is an insolvency practitioner appointed by the court or by a floating charge holder or the directors or the company to control the company and achieve one of the purposes set out in Schedule B1 to the Insolvency Act 1986 (IA 1986), which are: • rescuing the company as a going concern, or • achieving a better result for the company's creditors as a whole

In this Q&A, we have assumed that the company in question is a private company limited by shares. How can a company disapply pre-emption rights set out in its articles? Where a company has disapplied the statutory pre-emption rights on allotment and inserted alternative pre-emption rights into its articles of association, a disapplication of those pre-emption rights must be carried out in accordance with any procedure for doing so set out in those articles. If the articles do not contemplate a disapplication of those pre-emption rights, there are four ways in which the company may proceed if it wishes to disapply them in relation to a proposed allotment: • it may seek a special resolution to amend its articles to include a procedure allowing for the pre-emption rights to be disapplied • it may seek a special resolution to amend its articles to remove the pre-emption rights completely • it may seek

A company voluntary arrangement (CVA) under Part I of the Insolvency Act 1986 (IA 1986) is a proposal made by the directors of a company experiencing financial difficulty to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs. The CVA was the first 'debtor in control' formal insolvency procedure in insolvency legislation, the second being the moratorium under the Corporate Insolvency and Governance Act 2020. A great deal of flexibility is inevitable in a debtor in control insolvency procedure as, by definition, each procedure would have to be tailored to suit the individual demands and circumstances of each company. As a result of this, there is limited legislation regarding CVAs and the legislation that has been enacted is concerned mainly with the prescriptive process by which the CVA is approved by creditors and shareholders, managed and administered

What notification does a company in CVL need to give to creditors and others relevant parties once it has entered into CVL? Once a company is in creditors’ voluntary liquidation (CVL), the position of that company is governed generally by the Insolvency Act 1986 (IA 1986) and the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024 except where otherwise stated. The effect of a CVL is found under IA 1986, s 87. When a company enters into CVL, the company shall from the commencement of the winding up cease to carry on its business, except so far as may be required for its beneficial winding up. However, the corporate state and corporate

This Q&A considers the situation where both the lending company (the lender) and borrowing company (the borrower) are private companies limited by shares and that the original decision by the lender to lend funds to the borrower was validly made (ie, in compliance with all legal and constitutional requirements). In short, there appears to be no specific statutory requirement under the Companies Act 2006 (CA 2006) for a company to seek the approval or ratification of its shareholders when releasing another legal entity from a debt obligation. However, a number of legal and commercial points should be considered, as set out below. Constitutional and contractual issues The lender’s constitutional documents (including articles of association and shareholders’ agreement) should be checked to ensure the directors are able to exercise all the powers of the lender and that

This Q&A considers whether a director of a company that has had its application for strike off published in the Gazette can resign as director. The requirement for a minimum number of directors CA 2006, s 154 provides that, at a minimum: • a public company must, at all times, have two directors, and • a private company must, at all times, have one director This means that: • in case of a public company with only two directors, a new director of the company must be appointed before either one of them can leave office, and • in the case of a private company with only one director, a new director of the company must be appointed before that sole director can leave office If a company finds itself with no directors it will be in breach