This Q&A assumes that the company is the sole registered proprietor, it holds the legal estate on trust and that it is proposing to sell the whole of the property to a third party for valuable consideration. Broadly, the doctrine of overreaching enables purchasers (which includes tenants and mortgagees) in good faith for money or money’s worth to rely solely on the legal title. In the case of registered land, this means the entries entered on the register of title, as it records ownership of the legal estate and is not concerned with equitable interests. (See: sections 2, 27 and 205(1)(xxviii) of the Law of Property Act 1925 and City of London Building Society v Flegg). A buyer of a legal estate in land from trustees will not be affected by any of the trusts on which the land is held if the purchase price is paid to all the trustees (of whom there must be at least

This Q&A assumes that the company is registered in England and Wales, is solvent and relates to making a voluntary application to strike off and dissolve a limited company using the procedure set out in Part 31 of the Companies Act 2006 (CA 2006). Any company can voluntarily apply to Companies House to be struck off the register of companies and dissolved using the procedure set out in CA 2006, Pt 31, but it should assess whether this strike off procedure is permitted and suitable taking into consideration its own circumstances. The CA 2006, s 1004 states that a company is only permitted to make an application

This Q&A draws on the Information Commissioner’s Office’s (ICO’s) guidance on business-to-business marketing, which may or may not be relevant dependent on the nature of the calls. A limited company cannot make a subject access request, but a director can. The recording of a call may contain a variety of personal data. When recording calls, you must be sure that it is lawful for you to record them under the UK General Data Protection Regulation, Assimilated Regulation (EU) 2016/679 (GDPR) and Data Protection Act 2018 (DPA 2018). Personal data is defined in Article 4 of the GDPR as: ‘…any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors

Administration is a process under Schedule B1 to the Insolvency Act 1986 (IA 1986) which is commonly used either to rescue an insolvent business or to wind up the company in an orderly fashion so as to achieve the possible best return for creditors. Administration involves the transfer of the power to run the company from the directors to an administrator, who will be a licensed insolvency practitioner. An administrator may be appointed by the directors, certain floating charge holders, a creditor or the court. Administration

Leasehold Reform, Housing and Urban Development Act 1993, Chapter II (LRHUDA 1993) governs the procedure for exercising the right to acquire a new lease. Section 39(3) defines what a qualifying tenant is by reference to section 5 (excluding ss (5) and (6)) and

A loan note is a form of debt security which can be issued by a body corporate, ie the issuer, which entitles the holder (the noteholder) to payment of principal and interest in accordance with the terms of the loan note instrument. For an example of a typical loan note instrument used in a private equity context, see Precedent: Loan note instrument—buyout—corporate investors. 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). This means that

A limited liability partnership (LLP) is required to have two or more members under section 2(1) of the Limited Liability Partnerships Act 2000 (LLPA 2000). The LLPA 2000 refers to two or more persons being members and the Interpretation Act 1978 defines a person as including any body of persons corporate

A limited liability partnership (LLP), just like a company incorporated under the Companies Act 2006, is a body corporate and has legal personality separate from that of its members (Limited Liability Partnerships Act 2000, s 1(2)). As such, it is able to own assets in its own name,

The majority of law applicable to limited liability partnerships (LLPs) is actually modified company law rather than partnership law. The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (2009 Regulations) apply many parts of the Companies Act 2006 (CA 2006), with appropriate modifications, to LLPs. The 2009 Regulations, SI 2009/1804 also apply Parts 1, 2, 3 and 5 of the Companies (Cross-Border Mergers) Regulations 2009, SI 2007/2974 to LLPs. The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (2008 Regulations) apply parts of CA 2006 in relation

For the purposes of this Q&A, it is assumed that: • the relevant private fund limited partnership (PFLP) is established in England • the PFLP’s general partner is appointed as the relevant authorised person to manage the PFLP under the Financial Services and Markets Act 2000 (FSMA 2000) • the PFLP is a collective investment scheme (CIS) as defined in FSMA 2000, s 235 Limited liability status Where a limited partner of a PFLP also serves as the sole shareholder and director of the PFLP’s general partner (GP), this may have an impact on the limited liability status of the limited partner concerned. A key feature of limited partnerships, including PFLPs, is that their limited partners enjoy limited liability status, provided that such limited partners do not participate in the management of the limited partnership business. Where the limited partner in question is the sole shareholder and director of the PFLP’s GP, this may be deemed

Like a general partnership, a limited partnership is not a legal entity but is a relationship between partners. The Limited Partnerships Act 1907 (LPA 1907), as subsequently amended with effect from 6 April 2017 by the Legislative Reform (Private Fund Limited Partnerships) Order 2017, SI 2017/514 (LRO), defines a limited partnership as consisting of: • one or more persons called general partners who are jointly and severally liable for all debts and obligations of the partnership

For the purposes of this Q&A, it is assumed that the relevant partnership is a limited partnership established in England under the Limited Partnerships Act 1907 (LPA 1907). The LPA 1907 defines a limited partnership as consisting of: • one or more persons called ‘general partners’ who are jointly and severally liable for all debts and obligations of the partnership, and • one or more persons called ‘limited partners’ Like a general partnership, a limited partnership does not have separate legal personality and exists as a relationship between partners that is governed by provisions of the LPA 1907, the Partnership Act 1890 (PA 1890) and any limited partnership agreement that may be entered into among the partners setting out the rights and duties of the partners among themselves. The above means that a limited partnership cannot itself hold property or other assets as it lacks the capacity to do so given its status. Where land is intended to form part of a limited partnership’s property, this will