As long as the company obtains agreement from their employee, the employee’s annual salary can be changed. No change can be made unilaterally by the company. The ability to reduce the employee’s annual salary is subject to the change not resulting in the salary falling below

Position under the Companies Act 2006 There are no provisions in the Companies Act 2006 (CA 2006) which prohibit the directors from passing written resolutions otherwise than unanimously. While the CA 2006 contains provisions about (among other things) the appointment, removal and general duties of, and transactions with, directors, it does not prescribe any decision-making procedure (ie, for meetings or written resolutions) to be followed by the directors. Instead, procedures for making decisions will be set out in the company’s articles of association and/or any shareholders’ (or other) agreement. For further details about a company’s articles, see Practice Note: A company’s constitution. Directors' collective decision making and the model articles Directors are expected to act collectively. Formal procedural rules do not have to be followed if their decision is unanimous, but in other circumstances the requirements are the same as for meetings of members, that is, due notice must be given, a quorum must be present and voting must

A Sponsor can apply for different tiers of licence at the same time, however the specific example given in this Q&A would be inadvisable, since the success of one would inevitably mean the other were not successful. When applying for a Skilled Worker licence (A Worker route) the requirements include that the business is operating or trading lawfully in the UK. There has been a strong recent push by the Home Office to refuse Sponsor Licence applications under the Skilled Worker route where a company is not yet generating revenue, known as ‘pre-revenue’. While there may be circumstances where a licence can be granted to a pre-revenue business, it is now very much the norm that such applications would be refused. For a detailed

The Practice Note: The Common Travel Area confirms that the Bailiwick of Jersey, within the Channel Islands (the Islands), is part of the Common Travel Area. It notes that: 'The Common Travel Area countries each have their own immigration laws although those of the Islands are

In answering this Q&A we have treated an incorporated charity as either: • a company limited by guarantee, or • a charitable incorporated organisation (a CIO) Company limited by guarantee A company limited by guarantee must have at least one director. At least one director must be a natural person or a corporation sole. A charitable company which is structured as a company limited by guarantee will be registered, and need to make filings, with both Companies House and the Charity Commission. For further details about companies limited by guarantee,

The nature of discretionary trusts The nature of a discretionary trust is often analysed in the context of tax cases. See Pearson v IRC and Re Trafford’s Settlement. Trusts can be divided into two categories—namely, fixed trusts and discretionary trusts, depending on the nature of the beneficial interests under the trust. A fixed trust is one whereby a beneficiary or beneficiaries have a current entitlement to a defined part of the net income or capital of the trust fund. See: Nature and classification of trusts—overview. A discretionary trust is a more flexible

A partnership is formed by 'persons carrying on a business in common with a view of profit' (section 1(1) of the Partnership Act 1890 (PA 1890)) and as such the partners in a partnership can be individuals, corporations, other partnerships or a combination of these (section 5 of Sch 1 to the Interpretation Act 1978 (IA 1978)). It is therefore possible to have a partnership where some or all of the partners are

A trust corporation can be appointed as a trustee of a trust and a company other than a trust corporation may

If a company is dissolved while it still owns or has an interest in property, that property will be deemed to be bona vacantia (meaning that it is 'vacant’ and without a legal owner) and will pass to the Crown. When this occurs the company

Can a company be wound up using a member’s voluntary liquidation (MVL) if there are active litigation proceedings against it? An MVL is only appropriate where the company is solvent. This includes consideration of the company’s contingent and prospective liabilities. Therefore if damages or monetary sum is sought in the active litigation, which the company would not be able to satisfy upon a judgment being entered (including costs and interest), it would not be appropriate for the director(s) to swear a declaration of solvency. The director(s) must be able to specify in the declaration the period (generally 12 months) in which the company will be able to pay its debts in full, with interest. For further reading, see

Under section 692 of the Companies Act 2006 (CA 2006), a share buyback carried out by a private company limited by shares must be financed: • out of its distributable profits • out of the proceeds of a fresh issue of shares made for the purpose of such financing • out of capital in accordance with CA 2006, Pt 18, Ch 5 (CA 2006, ss 709–723), after it has applied for the purpose of the buyback, and exhausted, any distributable profits and the proceeds of any fresh issue of shares made for the purpose of such financing • out of capital under CA 2006, s 692(1ZA) up to an aggregate purchase price in a financial year not exceeding the lower of £15,000 or the nominal value of 5% of its fully paid share capital as at the beginning of the financial year (such value to be calculated in accordance with the CA 2006) A

For the purposes of this Q&A: • it is assumed that the question is whether parties to a personal data sharing or collaboration arrangement may agree a general liability cap on claims that may be brought by each party under that contract for breach of any of the data protection provisions in that contract, and • it is only commented on the general position under the General Data Protection Regulation, Regulation (EU) 2016/679 (GDPR) as it applies under the laws of England and Wales. Limitation of liability provisions in contracts are subject to general controls and restrictions imposed by both statute and by common law that are beyond the scope of this reply. For further guidance, see Practice Note: Exclusion and limitation of liability Contractual claims—general position Where two parties will share or otherwise collaborate in the processing of personal data, it is necessary to determine whether each party is acting as a processor, independent controller or joint controller. See Practice Note: Determining