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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...

Managing discussion and shareholders' questions—listed company AGMs—checklist

Managing discussion and shareholders' questions—listed company AGMs—checklist This checklist provides guidance on the questions and discussions at Annual General Meetings (AGMs) of listed public companies and AIM companies. It covers legal aspects, corporate governance best practice and practical guidance, as well as tips for the chair and company secretary in preparing for debate and unexpected events at a company's AGM. The chair of the meeting is responsible for managing discussion at the meeting and must do so in an impartial manner. It is the chair’s role to keep discussion under control and to decide when to close discussion on a particular matter once they consider that it has been debated sufficiently and has enabled a range of views to be heard. When the UK was a member of the EU, Directive 2007/36/EC (the Shareholder Rights Directive) codified the right of shareholders to have questions answered at general meetings. The Directive was implemented in the UK by the Companies (Shareholders' Rights) Regulations 2009 which amended Part 13 of the Companies Act...

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Amending the articles of association—flowchart

Amending the articles of

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A company’s constitution

What is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:•the company’s articles of association, and•any resolutions and agreements affecting a company’s constitutionThe CA 2006 definition of 'constitution' is not exhaustive and also refers to other documents forming part of the constitution of a company, including:•the certificate of incorporation and any certificates of incorporation on change of name•a current statement of capital (or statement of guarantee for a company limited by guarantee), and•any court orders or enactments altering the company’s constitution or sanctioning a compromise, arrangement, reconstruction or amalgamationBefore 1 October 2009, the memorandum of association was an integral part of a company’s constitution, but its constitutional significance has been greatly reduced by CA 2006.What are the articles of association?A company's internal governing documentA company's articles of association are its main internal governing document, and the integral part of a company’s constitution. CA 2006 states that the articles of association 'prescribe regulations for the company'. In other words, the articles set out the...

Incorporating a company

STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. It is intended to enhance corporate transparency in the UK, principally through Companies House reforms and amendments to provisions of the Companies Act 2006. It also seeks to modernise the regulatory framework for limited partnerships and create stronger powers to tackle economic crime. ECCTA 2023 is to come into force in stages. A number of its provisions came into force on 4 March 2024 and may impact this content. For further information, see Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023, particularly the legislation and consultation tracker.What is a company?A company is a separate legal entity, distinct from its members. It is owned by its members and it is managed by its directors. It is regulated by the Companies Act 2006 (CA 2006).The company is a very commonly used business vehicle; there are over 5 million registered companies in...

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Articles of association—right to manage company

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

Board minutes—private M&A—share purchase—completion—target

Board minutes—private M&A—share purchase—completion—target 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 any directors who are unable to attend the Meeting]] 1 Chair, notice and quorum [insert name] was appointed Chair of the Meeting. The Chair reported that due...

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What date should be entered into the PSC register following an allotment of shares to an individual? Should it be the date of allotment, or, if different, the date when the shares are actually issued (when the details of the individual are entered into the register of members)?

What date should be entered into the PSC register following an allotment of shares to an individual? Should it be the date of allotment, or, if different, the date when the shares are actually issued (when the details of the individual are entered into the register of members)? The terms 'allotment' and 'issue' are often used interchangeably in relation to new shares in the capital of a company, however, the terms do have distinct legal meanings. Shares in a company are allotted when a person acquires the unconditional right to be included in the register of members in respect of those shares. The subsequent issue of those shares is when the name of the person to whom the shares have been allotted is entered on the register of members of the company in respect of them. Allotment creates a right for a person to be registered as a member of a company, but only once a share has been issued can that person exercise his rights as...

Can an alternate director sign a deed on behalf of a company?

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...

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Share Incentives weekly highlights—17 October 2024

This week's edition of Share Incentives weekly highlights includes: (1) the Lexis+ Share Incentives team’s analysis of the updated version of the Investment Association Principles of Remuneration, (2) publication by HMRC of updated guidance in relation to the EMI independence requirement, including the meaning of ‘arrangements’, and also in relation to the Supreme Court decision in Vermilion Holdings Ltd, as well as Employment Related Securities Bulletin 57 and (3) publication of the latest Share Schemes Forum minutes.

UT upholds FTT decision on when interim dividend was ‘paid’ (HMRC v Peter Gould)

Tax analysis: In HMRC v Peter Gould, the Upper Tribunal (UT) dismissed HMRC’s appeal against the decision of the First-tier Tax Tribunal (FTT) that an interim dividend was ‘paid’ for income tax purposes in the 2016-17 tax year when it was received by the shareholder.