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UK Listing Rules (UKLR) listing categories—comparison of eligibility requirements and key continuing obligations

UK Listing Rules (UKLR) listing categories—comparison of eligibility requirements and key continuing obligations This checklist compares the eligibility requirements and key continuing obligations under the UK Listing Rules (UKLR) for a listing of equity shares in the following listing categories of the Official List: equity shares (commercial companies), equity shares (international commercial companies secondary listing), equity shares (shell companies) and equity shares (transition). It also considers the key continuing obligations under the Disclosure Guidance and Transparency Rules (DTR). Eligibility requirements Equity shares (commercial companies) Equity shares (international commercial companies secondary listing) Equity shares (shell companies) Equity shares (transition) Applicant duly incorporated/ validly established/operating in conformity with constitution YesUKLR 3.2.1R YesUKLR 3.2.1RIn addition:—applicant must be an overseas company, UKLR 14.2.1R, and—place of central management and control must be in country of incorporation/country of qualifying home listing, UKLR 14.2.4R YesUKLR 3.2.1R N/A as category closed to new applicants Securities to conform with laws/duly authorised YesUKLR 3.2.2R YesUKLR 3.2.2RShares must have qualifying home listing and be capable of being traded on...

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Ireland—Company limited by guarantee (CLG)

Ireland—Company limited by guarantee (CLG) Introduction A company limited by guarantee is a type of company with members who have undertaken to contribute to the assets of the company in the event of its being wound up. This Practice Note summarises the main features of a company limited by guarantee in Ireland and why a guarantee company might be used as a vehicle to carry on a business as opposed to a company limited by shares. This practice note has been produced in partnership with Inez Cullen of Philip Lee. What is a company limited by guarantee (CLG)? A company limited by guarantee (CLG) is provided for in Part 18 of the Companies Act 2014 (Ireland) (CA 2014 (IRL)). A CLG is a company which does not have a share capital and the constitution of which provides that the liability of its members is limited to such amount as the members may, in the constitution, respectively undertake to contribute to the assets of the CLG in the event of it...

Ireland—Designated activity company (DAC)

Ireland—Designated activity company (DAC) What is a designated activity company? A designated activity company (DAC) is provided for by Part 16 of the Companies Act 2014 (Ireland) (CA 2014 (IRL)), and is defined as: • a private company limited by shares with the capacity, including the power, to do only those acts or things set out in its constitution (memorandum of association) • or a private company limited by guarantee and having a share capital with the capacity, including the power, to do only those acts or things set out in its constitution The DAC is a new company type introduced by CA 2014 (IRL). Similar to a limited liability company, a DAC is a legal entity which is separate and distinct from its members. It is owned by its members who hold shares in the company. Only the company can be sued for its obligations and can sue to enforce its rights. It is managed by its directors in line with the provisions of CA 2014 (IRL) and the...

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Articles of association—joint venture company—corporate real estate—deadlock (50:50)

Articles of association—joint venture company—corporate real estate—deadlock (50:50) Private Company Limited By Shares Articles of Association of [Insert name of company] Limited (Incorporated in England and Wales under registered no. [insert number]) (Adopted by Special Resolution passed on [insert date] 20[insert year]) 1 Model Articles 1.1 The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles or are inconsistent with these Articles, and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 6(2) (committees), 7 (directors to take decisions collectively), 8 (unanimous decisions), 9(3) and 9(4) (calling a directors’ meeting), 11(2) and 11(3) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1–5) (conflicts of interest), 16 (directors’ discretion to make further rules), 17 (methods of appointing...

Articles of association—joint venture company—deadlock (50:50)

Articles of association—joint venture company—deadlock (50:50) Private Company Limited By Shares Articles of Association of [insert name of company] Limited (the Company) (Incorporated in England and Wales under registered no. [insert number]) (Adopted by Special Resolution passed on [insert date] 20[insert year]) 1 Model Articles 1.1 The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles or are inconsistent with these Articles and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 6(2) (committees), 7 (directors to take decisions collectively), 8 (unanimous decisions), 9(3) and 9(4) (calling a directors’ meeting), 11(2) and 11(3) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1–5) (conflicts of interest), 16 (directors’ discretion to make further rules), 17 (methods of appointing...

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Is a provision of a company’s articles that a director can be removed by a members’ resolution requiring 75% approval valid, or does section 168 of the Companies Act 2006 take precedence?

Is a provision of a company’s articles that a director can be removed by a members’ resolution requiring 75% approval valid, or does section 168 of the Companies Act 2006 take precedence? Section 168 of the Companies Act 2006 (CA 2006) provides that a company may by ordinary resolution remove a director at any time. CA 2006, s 168 operates notwithstanding anything in any agreement between the company and the director or in the articles of association. See Practice Note: Removal of a director, and look in particular at the section headed ‘Articles’, which states that: ‘The articles cannot

What is the difference between a holding or subsidiary company and a parent or subsidiary undertaking?

What is the difference between a holding or subsidiary company and a parent or subsidiary undertaking? Two distinct statutory concepts govern holding and subsidiary company relationships. The definition of 'parent and subsidiary undertaking' is the basis for consolidated accounts for groups of companies. This is to be distinguished from the general definition of holding and subsidiary company used elsewhere in the Companies Acts, other legislation, and in contracts. Holding and subsidiary companies The term 'company' in the Companies Act 2006 (CA 2006), s 1159 (ie both as to holding and subsidiary companies) includes any body corporate (CA 2006, s 1159(4)). It does not, therefore, have the wide reach of the term 'undertaking'. It does, however, include sub-subsidiaries. CA 2006, s 1159(1) defines a company as a ‘subsidiary’ of another company, its ‘holding company’, if that other company: • holds a majority of the voting rights in it, or • is a member of it and has the right to appoint or remove a majority of its...

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ECON agrees on changes aimed at streamlining the listing process

The European Parliament has announced that the Economic and Monetary Affairs Committee (ECON) has adopted, in three separate votes, changes to EU legislation that would enable companies to access funding sources other than bank lending and to adapt their financing structure when they grow in size.

FCA confirms changes to the listing regime—Primary Markets Effectiveness Review

The Financial Conduct Authority (FCA) has published policy statement PS21/22: Primary Markets Effectiveness Review providing feedback on its consultation CP21/21 published in July 2021 and confirming changes to the Listing Rules. FCA consultation CP21/21 and policy statement PS21/22 form part of the FCA response to Lord Hill’s UK Listing Review Report and the Kalifa review of UK FinTech which highlighted elements of the listing regime that act as barriers to companies listing in the UK and made specific recommendations aimed at increasing the competitiveness of the London markets.