Approving the accounts Section 414 of the Companies Act 2006 (CA 2006) requires that the accounts of a company be approved by the board of directors and signed by a director on behalf of the board. CA 2006 does not prescribe how the board of directors must approve a company’s accounts, but it is market practice for it to be done by a formal decision to approve them being made by a majority of the directors at a board meeting. It is also common for a company’s articles to permit directors to make decisions by unanimous written resolution (eg see Article 8 of the model articles for a private company limited by shares) and, therefore, it may be possible for them to approve a company’s accounts in this way. Signing the accounts Companies House guidance on the rules governing the filing of accounts of UK registered companies (March 2015) states the following in relation to the signing off of the accounts: • a director must sign the balance

Case study In relation to a purchase of a flat, there were discussions of works being carried out to the block and the seller put in writing to an agent (in an email and forwarded to the buyer) confirming the seller will cover the cost of the same. There was then confirmation from the seller’s solicitors that the works were not to be carried out after all. The seller transferred the Leasehold estate of a particular property to the purchaser pursuant to a sale contract executed by both parties. Can the buyer rely on the seller's email if the seller has now requested

Case study A contract incorporates the Standard Conditions of Sale (5th Edition). The parties had agreed in correspondence prior to exchange that the seller would pay the cost of an indemnity insurance policy but this is not reflected in the contract. The Standard Conditions of Sale are produced by the Law Society and are intended primarily for use in residential sales and sale of small business premises. Although not obliged to incorporate the standard conditions of sale, most solicitors make use of them. Usually the standard conditions would cover issues such as who is responsible for insurance. See: Contracts for the sale of land—overview. One option for the buyer in this scenario is to seek rectification of the contract. This is an equitable remedy which allows parties to correct a document so that it reflects the parties’ contractual intentions. The remedy is designed to correct mistakes that occur when recording

What type of prize promotion? The question which was submitted did not specify which type prize promotion is intended to be used. For example, is this a free prize draw, a lottery or a competition dependent on the use of skill? Free prize draws or competitions dependent on the use of skill The Gambling Act 2005 (GA 2005) provides for the regulation of lotteries, betting and gaming, but activities such as free prize draws and competitions involving an element of skill do not fall under its ambit. For more information about free prize draws or for discussion regarding the use of skill, please refer to our Practice Note: Prize promotions. Lotteries Under GA 2005, most types of lottery are illegal. A lottery can only be lawfully operated under a lottery operating licence, unless it falls within one of the limited exceptions detailed in GA 2005. For more information regarding simple and complex lotteries, please refer to our Practice Note: Prize promotions and Gambling law—at-a-glance

Intestacy The question refers to the two substantive issues that arise on intestacy: • entitlement to the estate—the order of those entitled to the estate is set out in section 46 of the Administration of Estates Act 1925. As stated, if the parents were divorced, the residuary estate is divided equally between the children. The term 'children' included illegitimate and adopted children but not step-children • entitlement to the grant—the order for priority of a grant is set out in the Non-Contentious Probate Rules 1987 (NCPR 1987), SI 1987/2024, r 22. If there is no spouse or civil partner, the children are entitled to apply for the grant of letters of administration, although the number of administrators could not, in any event, exceed four under section 114(1) of the Senior Courts Act 1981 For

It is assumed that the biological father died after 1 January 1976. Section 39(1) of the Adoption Act 1976 (AA 1976) provides that an adopted child is treated as if he or she were the legitimate child of the adopter or the adopting

A landlord under a lease of commercial premises may use the procedure in Schedule 12 of the Tribunals, Courts and Enforcement Act 2007 (TCEA 2007) to recover from the tenant rent payable under the lease. It is referred to as commercial rent arrears recovery (CRAR). When TCEA 2007 came into force on 6 April 2014, CRAR replaced the common law right of the landlord to distrain, which was abolished from that date. TCEA 2007, therefore, contains a self-contained code setting out the extent of the landlord’s remedy when rent of commercial premises is in arrears. For these

We refer you to: Head landlord’s notice to subtenant to pay rent to head landlord direct—commercial rent arrears recovery (‘CRAR’): Encyclopaedia of Forms and Precedents [1185] which you may find useful for your purposes. Commercial rent arrears recovery (CRAR) is the procedure which a landlord of commercial premises may use under the Tribunals, Courts and Enforcement Act 2007 (TCEA 2007) to recover arrears of rent from a tenant in default. In certain circumstances, it enables a landlord to proceed against a subtenant. This question raises the issue as to whether that right extends to an occupier whose rights were granted under a licence rather than a tenancy or lease. Formerly, where a tenant of commercial premises failed to pay rent, the landlord

The conditional exemption from inheritance tax on a transfer of value of a qualifying asset is available at the discretion of the Treasury. The aim, as with many of the heritage property reliefs, is to help ensure that pre-eminent heritage assets are retained in the UK and protected for the benefit of the nation as a whole rather than sold to private dealers. In order for a transfer to be conditionally exempt, certain conditions must be met and the owner (or other relevant person) must give undertakings that the item will be maintained and that reasonable public access will be arranged. In

Shares that are bought back (other than by a private limited company for the purposes of, or pursuant to, an employees' share scheme) must be paid for on purchase pursuant to section 691 of the Companies Act 2006 (CA 2006). The equivalent provisions of sections 159(3) and 162(2) of the Companies Act 1985 (now repealed), have been interpreted by the court as meaning that deferred consideration for a buyback of shares is not permitted including, in particular,

RTM Company The (right to manage) RTM is a statutory construct by virtue of the Commonhold and Leasehold Reform Act 2002 (CLRA 2002). CLRA 2002, s 88(1) provides that in consequence of a claim notice given by the RTM company, the company is liable for the reasonable costs incurred by: • a landlord under a lease of the whole or any part of the premises • a party to such a lease otherwise than as landlord

The relevant costs provisions are set out in the Family Procedure Rules 2010 (FPR 2010), SI 2010/2955, Pt 28 and the related Practice Direction, FPR 2010, PD 28A. Certain parts of the costs provisions of the Civil Procedure Rules 1998 (CPR), SI 1998/3132 also apply to family proceedings