��˾����ҹ����

View the related checklists about Public limited company

Re-registration of a company: from public to private—checklist

Re-registration of a company: from public to private—checklist This Checklist is a quick guide to the steps to be taken and the documents to be prepared in order for a public limited company to re-register as a private limited company under section 97 of the Companies Act 2006 (CA 2006). It covers: • Preliminary considerations • Documentation • Meetings and procedures • Companies House filings and certificates • Cancellation of listing and trading—additional matters • Post-registration matters Preliminary considerations Step Notes/Resources Tick box when step complete or matter considered Consult with the Takeover Panel for guidance as to the appropriate disclosures to be made to the company's shareholders and recommended wording to include in the circular to shareholders.Draft relevant section of the circular to shareholders providing an explanation of the City Code on Takeovers and Mergers (Code) and the protections it affords to shareholders that will be lost on re-registration, and send to the Panel Executive for its prior approval. Takeover Panel: Note to advisers in relation to re-registering...

Re-registration of a public limited company to a private and unlimited company—checklist

Re-registration of a public limited company to a private and unlimited company—checklist This Checklist is a quick guide to the steps to be taken and the documents to be prepared in order for a public limited company to re-register as a private and unlimited company under Part 7 of the Companies Act 2006 (CA 2006), covering: • Preliminary considerations • Documentation • Meetings and procedures • Companies House filings and certificates • Cancellation of listing and trading—additional matters, and • Post-registration matters Preliminary considerations Step Notes/Resources Tick box when step complete or matter considered Is the company fully aware of the implications of the company becoming unlimited? In particular, the members and directors should be aware that:(1) an unlimited company is not required to file accounts with Companies House(2) an unlimited company is not restricted by capital maintenance rules, and, crucially(3) there is no limit on the liability of the members of an unlimited company, so the members must be willing to financially stand behind the company CA 2006,...

View the related flowcharts about Public limited company

Appointment of a director—flowchart

Appointment of a

View the related practice notes about Public limited company

Preparing a company for admission to AIM

This Practice Note examines the keys steps and issues that a company will need to take and consider prior to commencing the process of applying for an initial admission to trading on AIM, a market operated by the London Stock Exchange (LSE).Certain key steps and issues will need to taken and considered by a company (company) prior to commencing the process of applying for an initial admission to trading on AIM (AIM admission).Initial considerationsThe AIM admission process typically takes between three to six months to complete from the initial all parties meeting and will involve a considerable amount of management time. It is important that prior to commencing this process the company gives careful consideration to:•the reasons for the company seeking an AIM admission, eg raising capital, creating liquidity for the company's shares, enabling incentivisation of employees, raising the profile of the company etc, and whether it is right for the company in the specific circumstances. In particular, consideration should be given to the available alternatives to AIM admission, eg:◦where...

Tax consequences of share buybacks—main rules

Tax consequences of share buybacks—main rules A limited company is permitted to buy back shares that it has in issue, provided certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share buyback or a ‘purchase of own shares’. In addition to the CA 2006 conditions, there are other rules and guidelines that apply to listed and AIM companies. In particular, a listed company must have regard to the UK Listing Rules (UKLR) and the Disclosure Guidance and Transparency Rules (DTR), and an AIM company, the AIM Rules. Any such companies may also need to take institutional investor guidelines into account. Note that the restrictions on buybacks that are contained in CA 2006 do not apply to unlimited companies. Unlimited companies are not discussed further in this subtopic. What are share buybacks? Why do a share buyback? Companies carry out share buybacks for a variety of reasons. One reason might be to return surplus cash to shareholders that...

View the related precedents about Public limited company

Board minutes—skeleton

Board minutes—skeleton Company number: [insert company number] [Insert company name][ Limited OR LTD OR PUBLIC LIMITED COMPANY OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert company name][ Limited OR LTD OR PUBLIC LIMITED COMPANY OR PLC] (the Company) Held at [insert place of meeting] Held on [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of any directors present, whether physically or by any remote means (unless such means are specifically excluded by the Company’s articles of association)] [by [insert means of attendance for each director attending remotely]] [ In attendance: ] [[Insert name of anyone in attendance, whether physically or by any remote means, who does not count towards the quorum for the meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the meeting]] 1 Chair, notice and quorum [Insert name] was appointed...

Board minutes—private M&A—asset purchase—exchange—buyer

Board minutes—private M&A—asset purchase—exchange—buyer Company number: [insert company number] [insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert company name] [Limited OR PLC] (the Company) Held at [insert place of meeting] Held on [insert day, month and year of meeting] at [insert time of meeting ][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means]] [ In attendance: ] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of directors who are unable to attend the Meeting]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair reported...

View the related q&as about Public limited company

A private limited company we have previously entered into a contract with has just re-registered as a private limited company. Do we need to amend the contract to reflect the change or is it sufficient to leave the contract as drafted?

A private limited company we have previously entered into a contract with has just re-registered as a private limited company. Do we need to amend the contract to reflect the change or is it sufficient to leave the contract as drafted? A re-registration of a private limited company to a public limited company alters the company’s status, but it remains one and the same legal entity (which is why it retains the same

Are there any different requirements for a private company or a public company to carry out a share for share exchange?

Are there any different requirements for a private company or a public company to carry out a share for share exchange? We assume for the purposes of this response that you are referring to an unlisted public limited company with certificated shares. A share for share exchange involves the selling shareholder exchanging its existing shares for new shares in a corporate buyer. The usual considerations in relation to private companies and public unlisted companies transferring shares and issuing new shares apply in relation to the transaction. Transfer of shares There are no additional legislative requirements for a share transfer by a public limited company to that for a private limited company. Public limited companies will of course have different articles of association to a private company, and these will need to be carefully examined for any specific restrictions in relation to transfer. Similarly, any shareholders’ agreement should be reviewed in a similar light. The appropriate form of an instrument of transfer may...

View the related News about Public limited company

Identifying COMI under the recast insolvency regulations (DL v Land Berlin)

Restructuring & Insolvency analysis: The European Court of Justice provided helpful clarity on the test to be applied when ascertaining an individual’s centre of main interests (‘COMI’) for the purpose of opening insolvency proceedings under Article 3(1) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (the EU Recast Regulation on Insolvency). Here, the court held that the COMI for individuals ‘exercising independent business or professional activity’ is in the principal place of business for that individual, regardless of whether the business has an establishment (ie any human means or assets) in that jurisdiction. Written by Matthew Padian, partner, and Lucy Trott, senior associate, at Stevens & Bolton LLP.

Tax weekly highlights—18 January 2024

This week's edition of Tax weekly highlights includes: (1) confirmation that Spring Budget 2024 will take place on 6 March 2024, (2) publication of the summary of responses to the consultation on the reform of the law in respect of transfer pricing, permanent establishments and diverted profits tax, and (3) News Analysis on the Court of Appeal’s decision in Dolphin Drilling Ltd, relating to the meaning of ‘incidental’ in the context of the oil contractor regime.

View the latest UK Parliament Acts documents on Public limited company

3 Limited and unlimited companies

(1)     A company is a “limited company” if the liability of its members is limited by its constitution.It may be limited by shares or limited by guarantee.(2)     If their liability is limited to the amount, if any, unpaid on the shares held by them, the company is “limited by shares”.(3)     If their liability is limited to such amount as the members undertake to contribute to the assets of the company in the event of its being wound up, the company is “limited by guarantee”.(4)     If there is no limit on the liability

4 Private and public companies

(1)     A “private company” is any company that is not a public company.(2)     A “public company” is a company limited by shares or limited by guarantee and having a share capital—(a)     whose certificate of incorporation states that it is a public company, and(b)     in relation to which the requirements of this Act, or the former Companies Acts, as to registration or re-registration as a public company have been complied with on or after the relevant date.(3)     For the purposes of subsection (2)(b) the relevant date is—(a)     in relation to registration or re-registration