The need for writing in such circumstances is important both to record what has been agreed between the parties (and for the benefit of their successors-in-title) as well as complying with section 2(1) of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A 1989) which requires there to be writing for a disposition of an interest in land. As to what mode the writing should take, first one must have regard to any relevant terms of the instrument creating the restrictive covenant. If the original transfer stipulates that any consent to a breach, release or waiver of the restrictive covenant must be by way of a deed then such consent must be by way of a deed.

Section 617 of the Companies Act 2006 (CA 2006) allows a limited company to alter its share capital by sub-dividing its shares. CA 2006, s 618 permits a limited company to exercise a power to sub-divide its shares, or any of them, into shares of a smaller amount than its existing shares, provided that its shareholders have passed a resolution authorising it to do so. The resolution may be an ordinary resolution, unless the company’s articles of association require a higher majority (or unanimity). The proportion between the amount paid and the amount (if any) unpaid on each resulting share must be the same as in the case of the share

Section 617 of the Companies Act 2006 (CA 2006) allows a limited company to alter its share capital by sub-dividing its shares. CA 2006, s 618 permits a limited company to exercise a power to sub-divide its shares, or any of them, into shares of a smaller amount than its existing shares, provided that its shareholders have passed a resolution authorising it to do so. The resolution may be an ordinary resolution, unless the company’s articles of association require a higher majority (or unanimity). The proportion between the amount paid and the amount (if any) unpaid on each resulting share must be the same as in the case of the share from which it derived. There is no requirement in CA 2006 for a company to have a power or authority to sub-divide shares in its articles, although the articles may exclude or restrict the exercise of that power. Model articles provisions

See Practice Note: Squeeze-outs and sell-outs: buying out minority shareholders, which provides further detail on the procedure to be followed where the squeeze-out procedure is available. See also Q&As: Does a squeeze out notice need to be sent to all dissenting shareholders who have not agreed to the takeover offer or can selected minority shareholders be chosen at the bidder's discretion? and Is there a prescribed form of words in order for a transaction to be treated as a takeover offer for the purposes of the statutory squeeze-out provisions? Takeover offers under Part 28 of the Companies Act 2006 Part 28 of the Companies Act 2006 (CA 2006) contains the procedure for buying out minority shareholders. By this procedure, the bidder is given the right to acquire other people's property (ie the minority shareholders’ shares) and the terms upon which that right is exercisable

Priority to the grant of letters of administration with the Will annexed is governed by the order set out in the Non-Contentious Probate Rules 1987 (NCPR 1987), SI 1987/2024, r 20—see section 119 of the Senior Courts Act 1981. When a second administrator is required, because there is a minority or life interest in the estate, the priority order of entitlement should be followed in the appointment of the additional administrator or administrators. A person with equal entitlement to the grant as the first

In one respect, EPAs are no different to any other power of attorney: an EPA attorney is subject to the general duties imposed on those other attorneys. In essence those duties, which have to be complied with, are to: • act in accordance with the terms of their authority • act in the name of the donor • not exceed their authority • act with due care and skill • not delegate their office • not put themselves in a position where their duties as attorney conflict with their own personal interests or their duty to another principal • not take advantage of their position to obtain a benefit for themselves • not accept secret commissions • keep the donor's money separate from their own • account to the donor • permit the donor to inspect and take copies of records kept

It is an offence under section 7(1) of the Children and Young Persons Act 1933 (CYPA 1933) to sell tobacco to a person under the age of 18. This is an offence of strict liability (St Helens MBC v Hill . See Practice Notes:Prohibitions on the sale of tobacco and nicotine inhaling products and Strict liability. CYPA 1933, s 7(1) imposes liability on ‘any person’ who sells tobacco to a person under the age of 18. ‘Person’ includes a body of persons corporate or unincorporate (Schedule 1 to the Interpretation Act 1978). This liability can extend to employers, including a company, under the principle of vicarious liability, which applies to strict

This Q&A considers the situation where a private company limited by shares has only one director and whether that director is required to hold board meetings to make decisions in relation to the company’s business. Decision-making by directors The decision-making process for directors is generally governed by a company’s articles of association. Among other things, the articles will usually set out the process for calling a board meeting, the notice and quorum requirements for calling such meeting, how decisions are passed and how to deal with conflicts of interest. Decisions are usually taken either by passing resolutions at a board meeting or by passing a written resolution. Although a sole director may be able to hold a board meeting, in practice, a sole director would usually make decisions by passing written resolutions. Directors usually take decisions collectively. If the company has adopted the Model articles—private limited company—after 28 April 2013 (the Model Articles), article 7(1) provides that any decision of the directors

Section 41 of the Administration of Estates Act 1925 (AEA 1925) gives the executors the power to appropriate an asset to a person in or towards satisfaction of any legacy bequeathed by the deceased, or of any other interest or share in the deceased's property, so long as it does not prejudice a legatee who is the object of a specific legacy of that asset. AEA 1925, s 41, requires the intended recipient of the appropriation to give consent. During the administration of an estate, no beneficiary has any beneficial interest in any asset or property within the estate, but if the executors were to exercise their power of appropriation in favour of a legatee, that

It is always open to a sole owner to enter into a trust deed to determine the beneficial ownership of a property. If the property is registered the sole owner will continue to be registered as the sole legal owner but the true beneficial interest should be protected by a restriction. Generally a Form A restriction would be entered: ‘No disposition by a sole proprietor of the registered estate (except a trust corporation) under which capital money arises is to be registered unless authorised by an order of the

When a company is put into administration, the management and running of the company is taken over by the administrator. The directors no longer run the company and no one has the legal capacity to make any decisions concerning the company apart from the administrator and the court. Creditors (which includes shareholders)

A company may be voluntarily wound up and dissolved by application made by the company’s directors (not shareholders) or a majority of them (section 1003 of the Companies Act 2006 (CA 2006)) by submitting a Form DS01 to Companies House, as long as the statutory conditions are satisfied (see further in Practice Note: Voluntary striking off and dissolution). A shareholder of the company cannot make such an application. If the sole shareholder is also the sole director of the company, or if a majority of the directors are also in agreement to make an application to dissolve the company