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Incorporating a private company limited by shares—checklist For full details on the incorporation of a private company limited by shares, see Practice Note: Incorporating a company. Matter to be considered or step to be taken Companies Act 2006 (CA 2006) reference (if applicable) Tick box when step complete or matter considered Preparing to incorporate a private company limited by shares Will the company be tailor-made on incorporation or purchased 'off the shelf'? If the company is to be 'tailor made', proceed with the rest of the considerations and steps within this checklist. N/A Who are the initial shareholders (also known as subscribers)? There may be just one subscribing shareholder. CA 2006, ss 9–10 Who are the initial directors of the company? A private company may have a sole director. CA 2006, ss 9, 154 Will the company appoint a company secretary? Private companies are not required to have secretaries. CA 2006 ss 270, 271 Is the company adopting its own, bespoke articles of...
Remote execution of documents resources—checklist Remote execution of documents has become increasingly popular. This Checklist of resources sets out some of the considerations for remote execution of documents when parties are not able to meet in person. Key commercial resources We have produced a toolkit that is a comprehensive, interactive resource to help users identify and work through the concepts and common issues when executing documents, including information relating to remote execution. Each section or phase includes practical guidance, precedent clauses and Q&As relevant to that section. For more information, see: Execution toolkit. This Checklist considers remote execution from a general commercial perspective only and assumes that the agreements are subject to English law. For general information and guidance relating to execution, see: Execution—overview. For more specific guidance on execution requirements in other Practice Areas please check that Practice Area’s content. The Law Society has also brought together a variety of established guidance on execution of documents by virtual means, execution of documents using electronic signatures, its ‘Tips on how to operate in practice’ in...
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Declaration of a director's interests—articles of association A director who is in any way, directly or indirectly, interested in: • a proposed transaction or arrangement with the company of which they are a director, or • a transaction or arrangement that has been entered into by the company of which they are a director, must declare the nature and extent of that interest to the other directors in accordance with the Companies Act 2006 (CA 2006), subject to certain exceptions. For further information, see Practice Note: Declaration of a director's interests—the statutory provisions. For guidance as to when a director has an interest that must be declared, see Flowcharts: Declaration of a director's interests—proposed transaction or arrangement and Declaration of a director's interests—existing transaction or arrangement. Some or all of the statutory provisions relating to the declaration of a director's interests may also apply to other companies and entities, but this issue is outside the scope of this Practice Note. In addition, there may be other rules relating to...
Holding a general meeting of a private company or unlisted public company This Practice Note summarises the law, guidelines and market practice in relation to holding a general meeting of a private company or an unlisted public company. A general meeting of the members of a company can be called and held at any point, and any number of times, in a year in order for the members to pass resolutions to carry out certain changes or approve certain actions. Detailed requirements as regards the convening and holding of a general meeting are set out in the Companies Act 2006 (CA 2006). A company must also comply with any requirements in its articles of association in relation to convening general meetings. The CA 2006 imposes additional requirements on a public company which is also a traded company. This Practice Note deals with the law and practice in relation to holding a general meeting of a private company or an untraded public company. For a discussion on the...
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Option 1—deed executed by a company under its common seal (model articles, where the authorised signatory is an individual) Executed as a deed by [insert name of company] by affixing its common seal and by the signature of [insert name of director/secretary/other authorised person], [director OR secretary OR authorised signatory], in the presence of: [affix the common seal of the company].................................................[signature of director/secretary/authorised person] [Director OR Secretary OR Authorised signatory] .................................................[signature of witness]  [insert name of witness]  [insert witness’s address]  [insert witness’s occupation]  Option 2—deed executed by a company under its common seal (model articles, where the signing...
Articles of association of a rtm company The companies act 2006 Articles of association of [insert name] rtm company limited a company limited by guarantee and not having a share capital
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Can an alternate director sign a deed on behalf of a company? For the purposes of this Q&A, we have assumed the company is incorporated in England and Wales and as such the Companies Act 2006 (CA 2006) applies and the deed is exclusively governed by English law. As there is no statutory right to appoint an alternate director, the scope of the alternate directors powers will depend on what is provided for in the company’s articles of association. The Model articles—public company—before 28 April 2013, for example, permit a director to appoint either (a) any other director or (b) any other person approved by resolution of the directors to exercise that director's powers and carry out that director's responsibilities (Reg 25(1)). Unless the articles specify otherwise, alternate directors are deemed for all purposes to be directors, are liable for their own acts and omissions, are subject to the same restrictions as their appointors and are not deemed to be agents of their appointors (Reg 26(2)). For...
Will a director of a private company with Table A articles automatically be removed as a director on his incapacity? What happens if there are only two directors? It is assumed that the company is a private company limited by shares which adopted Table A in its entirety (ie, without modification) as its articles of association. The Companies Act 2006 (CA 2006) provides that a private company limited by shares must have at least one director who is a natural person (ie, an individual) (CA 2006, ss 154–155). Table A: Butterworths Company Law Handbook [A2] provides that, unless otherwise determined by ordinary resolution, the number of directors shall not be subject to any maximum but shall be not less than two (Regulation 64). Accordingly, if there is only one director, it may be necessary to appoint an additional director or pass an ordinary resolution to modify Regulation 64. Table A, Regulations 78 and 79 provide that the company or the directors may appoint a person as...
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Banking & Finance analysis: This News Analysis looks at the Lexis+® UK Banking & Finance team’s top ten cases for 2024. It should be noted that it is not an exhaustive list.
This week's edition of Share Incentives weekly highlights includes (1) in relation to employee benefit trusts, the cases of JTC Employer Solutions Trustee Ltd v Garnett and also MR Currell Ltd v Revenue and Customs Commissioners, (2) the Welsh Government publishing its Budget for 2025–26, and (3) a consultation published by the Financial Conduct Authority which includes proposals for updating the FCA’s Handbook to align with the new edition of the UK Corporate Governance Code that was published in January 2024.
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