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View the related checklists about Private company limited by shares

Incorporating a private company limited by shares—checklist

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...

Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklist

Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklist Special resolutions The Companies Act 2006 (CA 2006) sets out certain matters that must be passed by the members (or by a class of members) of a company as a special resolution (ie by a majority of not less than 75%) or by the holders of at least 75% of shares or of a class of shares. If a written resolution is to be passed as a special resolution, to be effectively passed as a special resolution, it must state that the resolution was proposed as a a special resolution. See Practice Notes: Member resolutions and Written resolutions for more details about shareholder resolutions and written resolutions. Note that: • anything done by ordinary resolution may also be done by special resolution, and • in addition to complying with the requirements of CA 2006, it may be necessary to comply with the requirements of any shareholders' agreement (or other governing document) as...

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Solvency statement procedure—reduction of capital—flowchart

Solvency statement procedure—reduction of capital—flowchart This Flowchart illustrates the process to be followed by a private company limited by shares in order to

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Directors' duties—directors' interests: CA 2006, ss 175–177

Directors' duties—directors' interests: CA 2006, ss 175–177 The main Directors’ duties developed by the courts were set out in statute for the first time in sections 171–177 of the Companies Act 2006 (CA 2006), and all of those statutory duties (general duties) are set out in Practice Note: Directors' duties—scope, nature, interpretation and application. The Chartered Governance Institute (CGI) has also published guidance on directors' duties. See: The Chartered Governance Institute guidance on directors' general duties. The fifth, sixth and seventh general duties are: • the duty of a director to avoid a situation in which the director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company (the duty to avoid conflicts of interest) • the duty of a director not to accept a benefit from a third party conferred by reason of the director being a director, or their doing (or not doing) anything as director (the duty not to accept benefits from third...

Solvency statement procedure—reduction of capital—effect of the reduction

Solvency statement procedure—reduction of capital—effect of the reduction It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. Therefore, a company must not reduce its capital, except as prescribed by law. This capital maintenance rule is intended to protect a company’s creditors by ensuring that the assets representing the capital of a company remain available to them for future recourse. There are provisions in the Companies Act 2006 (CA 2006) governing how a limited company may reduce its capital. The restrictions in CA 2006 relating to reductions of capital do not apply to unlimited companies. For further information on this type of company, see Practice Note: Unlimited companies. The focus of this Practice Note is on reductions of capital in accordance with CA 2006, Pt 17, Ch 10, in particular, those carried out by a special resolution supported by a solvency statement (the solvency statement procedure) rather than those carried out by a special resolution confirmed...

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Ireland—Written resolution of members of a private company limited by shares

Ireland—Written resolution of members of a private company limited by shares [ PRIVATE COMPANY LIMITED BY SHARES ] WRITTEN RESOLUTION of [COMPANY NAME] (the “Company”) (Company Number [*]) [ Unanimous resolution Use this text if the resolution is passed unanimously as per section 193 of the Companies Act 2014 (Ireland) (CA 2014 (IRL)). A unanimous written resolution is one in writing, signed by all the members of a company that are for the time being entitled to attend and vote. It will pass immediately once signed by all members. Note: A resolution to remove an auditor or director cannot be passed by unanimous or majority written resolution. In accordance with the Company’s constitution and as permitted by section 193 of the Companies Act 2014, we, the undersigned, being all members who alone or together, represent all of the total voting rights of all the members of the Company for the time being entitled to receive notice of, attend and vote at general meetings, hereby pass the following resolution(s) and agree...

Share purchase agreement—pro-buyer—corporate seller—conditional—long form

Share purchase agreement—pro-buyer—corporate seller—conditional—long form This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate entity] incorporated in [England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Seller); 2 [Insert name of purchasing corporate entity] incorporated in England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Buyer), and 3 [Insert name of guarantor entity] incorporated in England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Guarantor) [(each of the Seller, the Buyer and the Guarantor being a Party and together the Seller, the Buyer and the Guarantor are the Parties).] Background (A) The Company (as defined below) is a private company limited by shares and is incorporated in [England and...

View the related q&as about Private company limited by shares

Is a community interest company allowed to offer shares to the public?

Is a community interest company allowed to offer shares to the public? A community interest company (CIC) is a type of limited liability company formed specifically for the purpose of carrying on business for social purposes or to benefit a community. A CIC may be a private company limited by shares, a public company limited by shares or a private company limited by guarantee. It must comply with usual UK company law requirements, and is also subject to additional regulation to ensure that the CIC’s assets, income and profits are used in the interest of the

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?

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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Corporate weekly highlights—13 July 2023

This week's edition of Corporate weekly highlights includes (amongst other things) News Analysis in relation to ESG litigation, publication by EMSA of guidance regarding ESG disclosure requirements and the Prospectus Regulation, a Market Tracker trend report on UK public M&A in H1 2023, publication of the UK government’s response to the Short Selling Regulation, the latest developments concerning FSMA 2023, publication by the UK government of a draft SI and an explanatory policy note outlining the new Public Offers and Admissions to Trading Regime and the Insolvency Service’s decision to launch the director information hub.

Private Client weekly highlights—24 November 2022

This week’s edition of Private Client highlights includes: (1) HMRC updates form IHT411 and notes for form IHT400; (2) Best practice for recruiting trustees; (3) Cambridge University Hospitals NHS Foundation Trust and another v RD, in which the Court of Protection had to decide whether to withdraw treatment in the face of conflicting indications of will to live; (4) Brake v Guy, the first reported case in which the court considered whether to enforce debts of a joint judgment debtor who had entered a mental health crisis moratorium; (5) HMRC publishes response to Mandatory Disclosure Rules (MDR) consultation, and (6) Autumn Finance Bill 2022.