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Where there is no lien provision in the articles of association of a private company limited by shares, what steps can be taken by the company to recover any amounts outstanding on its issued shares?
Q&As
On becoming a member of a company, a person becomes liable to contribute to the company's assets to the extent and in the manner prescribed by the Companies Act 2006 (CA 2006), the general law and the company's articles of association. In the case of a company limited by shares, each member is liable to pay only the nominal value of the shares held by him (together with any premium which they may have agreed to pay) (Insolvency Act 1986, s 74(2)(d) (IA 1986); CA 2006, s 3(2)). In addition, notwithstanding any provision of a company's articles, no member is bound by any amendment to the articles that requires them to subscribe for more shares than they then hold or in any way increases their liability to pay money to the company unless they have consented to that amendment in writing (CA 2006, s 25). Until
Where there is no reinstatement provision in a lease, what is the position at the end of the term with regard to alterations carried out during the term? Can the landlord insist on a reinstatement provision in a licence for alterations which allows the landlord to serve a reinstatement notice in respect of the works carried out under the licence within a reasonable time after the expiry of the lease term, even though there is no reinstatement provision in the lease?
Q&As
No reinstatement obligation If there is no obligation to reinstate the demised premises, a lawful alteration becomes part of the premises. The tenant cannot be made to reinstate. It must yield up the premises with the alterations, though it has a right to remove any tenant’s fixtures up until the last minute of the term. Where consent has not been sought to alterations, and the alterations are therefore, unlawful, the tenant may still argue that the landlord has, by its conduct, impliedly consented to the alterations, or waived the requirement for consent. Therefore, it is important that the requirement
Where there is no use of vacant land what searches and enquires should be undertaken?
Q&As
As is the case with all property acquisitions it is prudent to undertake all relevant searches and raise all relevant enquires. You may find it useful to first refer to: Which searches to undertake—checklist which provides a table of the searches which are appropriate in a wide range of property types. You
Where there is on foot litigation between a party and a bankrupt prior to the bankruptcy order being made, can a party who makes an application within those non-insolvency proceedings after the commencement of the bankruptcy prove in the bankruptcy for their court costs (court fees and legal costs) as a contingent debt?
Q&As
On the making of a bankruptcy order, the bankrupt’s estate vests in the Official Receiver and if a private insolvency practitioner is appointed, in the private office-holder (see section 306 of the Insolvency Act 1986 (IA 1986)) For further information on bankruptcy generally, see Practice Note: What assets vest in the trustee in bankruptcy and what steps does the official receiver or trustee in bankruptcy need to take? A
Where there is permitted development to convert an office building to residential units (Class C3) and the council issues a certificate of prior approval, is there a time limit within which the works must be commenced?
Q&As
The Town and Country Planning (General Permitted Development) (England) Order 2015 (the GPDO), SI 2015/596 allows some development to be permitted without the need to obtain planning permission. The office-to-residential permitted development right was introduced in April 2013, by way of a new Class
Where there is provision in a financial order for a Mesher order, will this postpone or defer a clean break?
Q&As
A Mesher order, per Mesher v Mesher and in accordance with para 62 of Precedent: Standard order 2.1—financial remedy order is a form of property adjustment order made under sections 24(1)(b) (order for settlement property) or section 24(1)(c) (variation of settlement) of the Matrimonial Causes Act 1973 (MCA 1973), depending on whether the property is the name of one spouse or joint names. The order will usually postpone the sale of the family home until specific trigger
Where there is to be a gift of land, what formalities are required to register the gift of land at HM Land Registry?
Q&As
It has been assumed for the purposes of this Q&A that the gift is of freehold land. Section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A 1989) provides that a contract for the sale or other disposition of an interest in land can only be made in writing, it must incorporate all the terms (in one document or by reference) and be signed by all parties. Therefore, even if the parties have agreed that the land will be gifted, there will be no contract for the transfer of the property, unless LP(MP)A 1989, s 2 has been complied with. In addition, subject to certain exceptions, all conveyances of land are void for the purpose of conveying or creating a legal estate unless made by deed (section 52(1) of the Law of Property Act 1925). Any transfer of the land should, therefore, be made by deed. The deed should comply with LP(MP)A 1989, s 1. If
Where there is to be an intra-group re-organisation by way of an asset sale and part of the assets include a database containing sensitive personal data, is the explicit consent of data subjects needed under Article 9 for the transfer, despite the fact that the transfer is intra-group?
Q&As
For the purposes of this Q&A, we assume that both the seller and buyer are acting as controllers under the General Data Protection Regulation, Regulation (EU) 2016/679 (the GDPR) regime and that the personal data is processed solely in the UK and will not be transferred to any other country. For an introduction to the GDPR regime, see Practice Note: UK data protection law collection. As further explained in Practice Note: Lawful basis for personal data processing, a controller can only lawfully process personal data in compliance with the lawfulness, fairness and transparency principle under Article 5(1)(a) of the GDPR if (among other things): • it satisfies one of the conditions set out in Article 6(1), and • where the personal data is ‘sensitive’ (or ‘special category’) personal data within
Where there is without prejudice correspondence between solicitors in financial remedy proceedings evidencing an agreement as to all fundamental terms, but no progress has been made so an application is then issued in Form A and a financial statement in Form E filed with the court, if an application is made for notice to show cause how can the without prejudice correspondence be introduced? Is privilege waived because there is an agreement or is leave required to refer to the correspondence?
Q&As
An application to show cause why an agreement reached in financial remedy proceedings should not be made into a consent order is commonly referred to as a Dean application (Dean v Dean). See Practice Note: Notice to show cause applications in family proceedings. As Form A has already been issued, the first appointment can be used to agree directions to list the application for a notice to show cause, or the parties can agree directions
Where there is without prejudice correspondence between solicitors in financial remedy proceedings evidencing an agreement as to all fundamental terms, but no progress has been made so an application is then issued in Form A and a financial statement in Form E filed with the court, if an application is made for notice to show cause, how can the without prejudice correspondence be introduced? Is privilege waived because there is an agreement or is leave required to refer to the correspondence?
Q&As
An application to show cause why an agreement reached in financial remedy proceedings should not be made into a consent order is commonly referred to as a Dean application (Dean v Dean). See Practice Note: Notice to show cause applications in family proceedings. As Form A has already been issued, the first appointment can be used to agree directions to list the application for a notice to show cause, or the parties can agree directions
Where there were three property owners (A, B and C) who held as beneficial tenants in common and A has died, leaving A’s beneficial interest to B and C, does a grant of probate need to be obtained by A’s personal representatives in order to transfer A’s beneficial interest to B and C? Is there a time limit for applying for the grant of probate?
Q&As
Joint tenancies and tenants in common The question needs to be considered in the context of the nature of joint ownership. Property can be held jointly as either joint tenants or tenants in common. See: Trusts of land—property and Practice Note: Establishing a beneficial interest (joint ownership). There is a distinction between the nature of each type of ownership and the consequences on death. Joint tenants do not own any specific share in the property and are effectively regarded as one owner. They own equal shares in the property and cannot sell, transfer or encumber their share without the consent of the other co-owners. If one joint tenant dies, their share passes to
Where there will be no change to any terms and conditions of employment as a result of a TUPE transfer, how much notice is due to employees to inform them of the change of employer?
Q&As
For the purposes of this Q&A, we have assumed that the employer is changing by reason of a relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246. For quick links to our materials on TUPE 2006, a summary of the application and legal effect of TUPE 2006 and further details of the materials available in Lexis®+ UK Employment, including Precedents, see: TUPE and asset purchases—overview. TUPE 2006 applies when there is a 'relevant transfer'. This covers: • business transfers: a transfer of an undertaking, business or part of an undertaking or business, situated immediately before the transfer in the United Kingdom to another person where there is a transfer of an economic entity which retains its identity • a service provision change: involving a change in the provider of a service, ie a client 'outsourcing' work