An Enduring Power of Attorney (EPA) must be registered when the donor is, or is becoming, mentally incapable. Once an EPA has been registered the donor cannot revoke the EPA unless an application is made to the Court of Protection (CoP) and the

Appointment of a director As set out in Practice Note: Appointment, retirement and resignation of a director, after a company is incorporated, the company’s articles of association will govern the way in which directors are appointed (see for example the Companies (Model Articles) Regulations 2008 (C(MA)R 2008), SI 2008/3229, Sch 1, art 17). The company’s articles of association should be checked to see whether it has adopted the Model Articles or if it has its own bespoke provisions relating to the appointment of a director. It is unclear how a retrospective appointment can make any practical sense. Given that the appointment would raise the presumption that the individual becomes retrospectively liable for the acts and omissions of the company, there would need to be evidence of a very clear consent to assume those responsibilities by the individual involved. If, on the other hand, the individual had been a de facto director during the period in question, then they would have already assumed liability for the acts and omissions of the company (though

A general meeting (including an AGM) must satisfy the relevant quorum requirements (be quorate) for business to be validly transacted at the meeting. If the relevant quorum requirements are not satisfied (ie the meeting is inquorate), any business transacted will be void. In practice, quorum requirements may be set out in a company's articles of association. Where the articles contain no such provisions, then the relevant provisions of section 318 of the Companies Act 2006 (CA 2006) will apply. Neither the Model Articles for private companies limited by shares nor the Model Articles for public companies include any provisions relating to quorum requirements. Accordingly, where a company has adopted the relevant Model Articles, the statutory provisions will apply and the quorum requirements will be: • two qualifying persons, or • where the company has one member only, one qualifying person An adjourned general meeting is a continuation

Generally, a company’s directors will call a general meeting of the company. However, in certain circumstances a general meeting may be required by the members, subject to the conditions contained in the sections 303–305 of the Companies Act 2006 (CA 2006), which override any regulations of the company (whether set out in its articles of association or a shareholders’ agreement relating to the company). Under CA 2006, s 303(2) the directors of a company are required to call a general meeting once the company

A patent or patent application is personal property that can be assigned (section 30(1) and (2) of the Patents Act 1977 (PA 1977)). In order to be effective, any assignment of patents or patent applications must be in writing and signed on behalf of the assignor (PA 1977, s 30(6)). It is possible to retroactively assign a granted patent by, for example, entering an assignment agreement on 19 January 2018 under which the effective date from which the patent is deemed to have been assigned is 1 January 2018. As patents are personal property, a validly executed retroactive patent assignment should be effective as between the parties, but it appears that it is not effective against third parties. In Effective dates: Roughton, Johnson and Cook on Patents [10.28], it states: ‘Where the assignment of a patent is retrospective, so an agreement signed today is stated to assign the patent last week, this will only

A person cannot be compelled to accept a gift or a legacy and is able to disclaim it, except where that person has accepted the gift. Once a gift has been accepted, it cannot be disclaimed. A deed of variation creates a gift, whether or not it complies with section 142 of the Inheritance Tax Act 1984 (IHTA 1984) or section 62(6) of the Taxation of Chargeable Gains Act 1992 (TCGA 1992), so even if it does not benefit from inheritance tax or capital gains tax relief (for example due to external consideration being provided by the donee), there may still

Principle of co-extensiveness As explained in The secondary nature of the contract: Paget's Law of Banking [18.6]-[18.8],a guarantee obligation is secondary and accessory to the obligation the performance of which is guaranteed. The guarantor's liability for the non-performance of the principal debtor's obligation is co-extensive with that obligation. If the principal debtor's obligation turns out not to exist, or is void, diminished or discharged, so

The starting point is that when V sells land to P, they can agree to enter into covenants which as a result of privity of contract bind them both, potentially even after P no longer owns an interest in the land. Difficulties emerge however, when either of them, in particular P, disposes of the interest in land. The question then becomes whether V can enforce the covenants against P's successor. The answer to this question depends upon whether the obligation is positive or negative, that is whether it required P to do something or to refrain from doing something. If the covenant required P to do something, then the general rule at common law is that P's successor is not bound by it: Rhone v Stephens. If however the covenant imposes a restriction,

A tenant (individual or corporate body) who holds a long lease of a flat and owned it for a continuous period of two years may serve a notice (a section 42 notice) on their landlord(s) to extend their lease by the addition of 90 years to the unexpired term (sections 39–62 of the Leasehold

In answering this Q&A, we have referred to section 42 notices (section 42 of the Leasehold Reform, Housing and Urban Development Act 1993 (LRHUDA 1993)) served under LRHUDA 1993 rather than the Leasehold Reform Act 1967. The benefit of a section 42 notice can be assigned

A registered society is a body corporate with limited liability and its own legal personality, registered by the Financial Conduct Authority under the Co-operative and Community Benefit Societies Act 2014 (CCBSA 2014) (not the Companies Act 2006). It is owned by its members who hold shares in the society and managed by its officers in accordance with both CCBSA 2014 and the rules of the registered society. Unlike companies, there are no model governing rules for registered societies. CCBSA 2014 does not use the terms ‘directors’ or ‘board’, but many registered societies still give their officers such titles. For further general information on registered societies, see Practice Note: Co-operative and community benefit societies. Delegation of powers The rules of the registered society are required to set out the powers of the officers, committees and managers (CCBSA 2014, s 14). If powers are capable

This Q&A considers whether the board of a parent company is able to make decisions for its wholly owned subsidiary or whether the subsidiary’s board would need to pass resolutions where both companies have adopted the model articles for private companies limited by shares. Produced in partnership with Georgina Fraser, Lewis Silkin LLP. The directors of a company are responsible for the day-to-day management of that company. The directors are so empowered by the company’s articles of association, the Companies Act 2006 (CA 2006), any applicable resolutions of its members and common law. These powers are limited by any restrictions or limitations in the company’s articles of association, directors’ general duties under CA 2006, ss 171–177, and matters reserved to the members by the CA 2006 (ie, matters which require shareholder approval such as company transactions with directors). For more detailed information about powers of directors, see Practice Note: Powers of directors. Where a company has adopted the model articles for private companies limited by shares