The directors of a company are responsible for the day-to-day management of a company. The directors are so empowered by the company's articles of association, the Companies Act 2006 (CA 2006), common law and any applicable resolutions of the company's members. These powers are limited by any restrictions or limitations in the company's articles, directors' general duties under CA 2006, ss 170–177 and matters reserved to the members by CA 2006 (eg member approval is required where the company is entering into certain transactions with directors). This responsibility for management is usually clearly stated in the articles of association, see for example Article 3 of Precedent: Model articles—private limited company-after 28 April 2013 which says: ‘Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.’ The function and powers conferred by Article 3 upon the directors are ‘subject to the articles’. It is therefore open to the company to adopt

A member can be elected as the chair of a general meeting, pursuant to section 319 of the Companies Act 2006 (CA 2006). However, the articles of association may provide otherwise; see, for example, article 39 of the Model articles for private companies limited by shares, set out in Model articles—private limited company—after 28 April 2013 and article 31 of the Model articles for public companies, also set out in the Model articles—public company—after 28 April 2013. These provide that if the directors have appointed a chair, the chair shall chair general meetings if present and willing. Assuming

A company may enter voluntary liquidation if: • it has a fixed period for its duration which has expired, or an event has occurred which its articles say is an event leading to liquidation and the company has passed an ordinary resolution to wind-up, or • its shareholders have passed a special resolution that it is wound-up voluntarily The ordinary or special resolution (as appropriate) must be put to members for consideration (section 84 of the Insolvency Act 1986 (IA 1986). There are two alternative voluntary liquidation procedures: members’ voluntary liquidation (MVL) and creditors’ voluntary liquidation

It is assumed that the shareholders have requested a general meeting under sections 303–305 of the Companies Act 2006 (CA 2006). Under CA 2006, s 303(4), any requests must state the general nature of the business to be dealt with at the meeting and ‘may include the text of a resolution that may properly be moved and is intended to be moved at the meeting’. In order for a notice to be valid it must state clearly the business to be transacted at the meeting, giving enough information to enable it to be fully understood. Where the proposed resolution contained in the notice is not self-explanatory it is customary to also attach an explanatory statement to the notice. This is necessary to enable members to make an informed decision about whether or not to attend the meeting (for further guidance on the notice requirements for general meetings,

Can the signatures of both parties to a cohabitation contract be witnessed by the same person? A simple contract (unless for example it relates to the disposal of an interest in land) does not need to be witnessed to be valid, although having a witness present when it is signed may be important later evidentially, if there is a dispute over the circumstances in which it was signed and by whom. Two witnesses might provide an abundance

A director’s liability for a company’s unpaid tax debts As a general principle, a limited company is liable for its own debts and the company’s directors and shareholders are not directly liable for those debts. Nonetheless, there are a number of circumstances in which a director may become personally liable for the unpaid tax debts of the company. If the company is in financial difficulties, its directors have a duty to act in the interests of creditors, including HMRC. Directors who act in breach of this duty may be subject to range of sanctions, including being required to make payments to the company. For more information, see Practice Note: Directors’ duties: companies in financial difficulties. Finance Act 2020 includes provisions that make directors involved in tax avoidance, evasion or repeated corporate insolvencies jointly and severally liable for certain tax liabilities of insolvent (or potentially insolvent) companies. For more information,

Under the Employment Rights Act 1996 (ERA 1996), one of the requirements which must be satisfied in order for an existing employee to achieve employee shareholder status is that the relevant individual must give up certain statutory rights, in particular:  • the right to bring a tribunal claim for unfair dismissal (unless the dismissal is automatically unfair or is a contravention of the Equality Act 2010 (EqA 2010) and/or is by reason of a health and safety requirement or recommendation) • the right to receive statutory redundancy pay • the right to request flexible working (other than in a specified period

The information must be given in the prescribed form (or a form substantially to the same effect) although no form has so far been prescribed (see section 213(6) of the Housing Act 2004 (HA 2004) and Housing (Tenancy Deposits) (Prescribed Information) Order 2007, SI 2007/797, Art 2). The information includes: • the contact details of the tenancy deposit scheme (TDS) • any leaflet provided by the TDS explaining the operation of HA 2004 • the landlord's contact details (or, the landlord’s agent’s details in place of landlord’s details where the

A request for a new lease under section 26 of the Landlord and Tenant Act 1954 (LTA 1954) may be given at any time during the final 12 months of the contractual term of a lease, or after the expiry of the term. The notice must give between six and 12 months' notice and may not give a date for the start of the new tenancy which is before the end

There are two legislative provisions that are relevant to this question: • regulation 28(4) of the Occupational Pension Schemes (Scheme Administration) Regulations 1996, SI 1996/1715, which specifies that ‘[a] trustee who is an individual is not to count as non-affiliated’ for longer than a prescribed length of time • SI 1996/1715, reg 28(1) which requires that ‘the appointment process for a trustee who is to count as non-affiliated […] must be open and transparent’ Unfortunately the Pensions Regulator’s guidance on the subject (set out in its trustee board guide) fails to provide any clarity as to whether a term extension is subject to the open and transparent appointment requirement. The answer to this Q&A therefore

The Landlord and Tenant Act 1954 (LTA 1954) gives certain business tenants security of tenure including the right to a new lease at the end of the term, unless the landlord can oppose renewal on certain grounds. See generally Practice Note: LTA 1954 business lease renewal—termination. Where the landlord does not oppose renewal, or opposes but fails to make out a ground for opposition, the court must order

For the purposes of this Q&A, we have assumed that the new lessee has not had sight of the original lease agreement. Formation of contract Four essential elements must be present for a contract to be effective. These are: • offer • acceptance • consideration, and • the intention to create legal relations Terms of a contract Contracts that do not have clear, comprehensive or unambiguous terms may fail for lack of certainty. Terms such as price or rental price may often fall into this type of category. The courts will, in some cases, infer terms but each case is judged on its own merits. Terms can be express or implied and are further classified as: • conditions—breach of which entitles the innocent party to terminate the contract and claim damages; alternatively, the innocent party may choose to affirm the