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Company Law
Share capital: can a company cancel shares without having to buy them back?
Dividends: can a beneficiary under a will receive dividends before grant of probate is received?
Restoration of dissolved companies: what processs may be used to restore to the register a dissolved company that was struck off for failure to file its annual return?
Share buybacks: where the company covers the cost of entering into a buyback agreement and gives indemnities in favour of the seller, do these form part of the consideration of the buyback shares?
Company names: can a company change its name to that of a dissolved company?
When will the practice note on industrial and provident societies be updated to reflect the co-operative and community benefit societies act 2014?
Please could you tell me what the updated reference to section 29C of the Industrial and Provident Societies Act 1965 following the commencement of the Co-operative and Community Benefit Societies Act 2014?
Class rights: do alphabet shares (where A, B and C shares rank pari passu, but where dividends can be paid at the discretion of directors) constitute different classes of shares?
Cancellation of an industrial and provident society's registration: what happens to the assets of the society after cancellation of registration?
Buybacks: would a buyback offer that was only open to certain shareholders constitute unfair prejudice to the minority who are not taking part in the offer?
Minority shareholder protection: how can I prevent a minority shareholder being diluted?
Share capital: what uses can a merger reserve be put to?
Written resolutions: can a single member require the company to circulate a written resolution under section 292 of the Companies Act 2006?
Charitable incorporated organisations (CIOs): do the Companies (Trading Disclosures) Regulations 2008 apply to CIOs?
Company records: what provisions of the Companies Act 2006 enable a third party to inspect the company's statutory registers?
Share buybacks: are multiple completion buyback agreements where beneficial ownership transfers on exchange but legal ownership transfers subsequently compliant with the Companies Act 2006?
Share buybacks: how is cash returned to the shareholder whose shares are acquired?
Reduction of capital: is the reduction applied pro rata among shareholders? Can it be supplied otherwise with consent?
Can a nominee shareholder make a nomination of voting rights under section 145 of the Companies Act 2006?
Pre-emption rights: if shares do not have the right to vote, can they be "ordinary shares" for the purposes of the statutory pre-emption right in section 561 of the Companies Act 2006?
Allotment of shares: if a public company contracts with a third party to provide services for cash but is unable to pay, and the parties agree to settle the debt by an allotment of shares in the company, is this for cash or non-cash consideration?
Articles of association: where a company has been registered with bespoke articles that do not explicitly exclude the model articles, will the provisions of the model articles form part of the company's articles?
Can unincorporated bodies become members of a company limited by guarantee?
Written resolutions: if the articles provide that the executors of a deceased shareholder's estate are not entitled to vote, will they be "eligible members"? Will the executors be deemed to have voted against the resolution?
Does an ordinary resolution approving a variation to an off market own share purchase contract need to be filed at Companies House?
Distributions: how do you value a business transfer?
Reduction of capital: can I reduce capital to £1 and then strike off?
Would the discharge by a subsidiary of a parent's debt to a third party be considered a deemed distribution to the parent?
Distributions: does a surrender of losses constitute a distribution?
Community interest companies (CICs): are there any restrictions on who can be a shareholder of a CIC?
Dividends: where there are uncashed dividend cheques in issue, how long should a company wait before being put into an MVL?
Does the chairman of an AGM of a listed company have to recite the full text of each of the resolutions before putting the resolution to the vote?
Electronic communications: is a shareholder resolution required for a company to be able to send communications to its members either in electronic form or by means of a website?
Allotment of shares: can the call be satisfied by subsequent services provided by the shareholder to the company?
Written resolutions: if the members change after the board resolves to propose a written resolution, should the resolution be circulated to the members as at the time of the board resolution or as at the circulation date?
Gifting shares: can a company hold shares in itself?
Company records: is a company required to keep a hard copy of a members' resolution? If a member requests a hard copy, but there is only a scanned copy, what is the procedure?
Following a re-registration from unlimited to limited, what form of statement of capital should the company submit?
Resolutions: where the Companies Act 2006 requires an ordinary resolution, can the articles require a higher majority?
Class rights: when only one class of shares is in issue, is class consent required to vary the rights attached to those shares?
What is meant by "value" in the context of section 899 CA 2006 and voting at a court meeting to sanction a scheme of arrangement?
Reductions of capital: should the share premium account be repaid to the shareholders on a pro rata basis or should it be repaid on the basis of the premium each shareholder paid on his or her shares?
Share buybacks: in connection with a purchase by a company of its own shares, could the seller of those shares take security from the buying company?
Will a not for profit sporting organisation (a golf club) fall into the first condition of regulation 3, part 2 of The Company and Business Names (Miscellaneous Provisions) Regulations 2009?
Company administration: is a company required to include the registered office or principal office address of a corporate member in its register of members?
Pre-emption rights: is shareholder approval required to disapply provisions in the articles for employee share scheme options?
Is a company required to give written notice of its intention to terminate the appointment of a company secretary?
Company administration: what is required to be filed at Companies House where a special resolution is passed in general meeting?
Will an administrator sign an indemnity for a lost share certificate?
Can a member of a company limited by guarantee propose a resolution for consideration at a general meeting?
Do you have a precedent for the formation of an unincorporated association?
If the articles provide that a quorum should be two, can one shareholder, acting as proxy for another form a quorum at a general meeting?
Class rights: can the articles provide that class rights can be varied with the consent of all shareholders (with no specific consent of the affected class required)?
Resolutions: what is required for a resolution to be a special resolution? Is a special resolution required to dispose of an asset? Does Companies House need to be notified?
Share capital: can a private company require that a nominee shareholder disclose the beneficial ownership of the shares?
Company meetings: if a chairman is appointed as a proxy for more than one member, how many votes does the chairman have?
Can a dividend payment skip an intermediate company in the corporate chain?
Share allotments: does model article 22(1) override section 550 of the Companies Act 2006?
Registered office: after a company changes its registered office address by notice to Companies House, how long does the company have to change the address on its documentation?
Company meetings: does a company require express provision in its articles to hold a virtual meeting? Must all participants be able to both hear and see each other?
Company administration: if an incorrect annual return has been filed must the company rectify this, or can it simply file a correct annual return in the following year?
Can a reduction under section 641(4) involve the creation of a reserve?
Is it possible to appoint a director of a charitable company limited by guarantee who is not also a member?
Company meetings: can a company's articles permit annual general meetings to be held by teleconference?
Compulsory transfers: is it possible for a company's articles to provide that the service of divorce proceedings on a shareholder is an event which triggers an obligation to transfer shares?
Redeemable shares: can redeemable preference shares be converted into ordinary shares?
Distributions: does the transfer of a debt to a shareholder constitute a distribution?
Distributions: how do I transfer the assets and liabilities of a company to its parent where only part of the transfer is to be a dividend in specie?
Registered office: is a company legally obliged to notify contractual counterparties of a change to its registered office?
Why doesn't your disclosure letter used the capitalised term Disclosed, as used in the SPA?
Conversion of shares: can you convert shares immediately after a section 550 allotment?
Do you need to formally assign a lease when a company converts to an Industrial and provident society under section 53 of the Industrial and Provident Societies Act 1965?
Allotment of shares: can a company's articles require a higher majority than an ordinary resolution to authorise the directors to allot shares under section 551?
Share buybacks: can minority shareholders be forced to sell their shares back to the company?
What should be done with a subscriber share on a share for share exchange?
Share buybacks: can a company take out keyman insurance to undertake a share buyback should a shareholder/director die?
Articles of association: what would be the effect of a company incorporated under the Companies Act 2006 adopting Table A?
Share buybacks: what can be done where a historical buyback is defective due to payment being made in installments?
Can you provide case law on derivative claims in the UK?
Is a company limited by guarantee restricted to a maximum of 50 members by virtue of the Companies Act 2006?
Pre-emption rights: If a shareholders' agreement includes a pre-emption right on allotment in favour of existing shareholders and all shareholders except for one waive this right, must the company still make an offer to that one shareholder?
Demergers: is it possible under a section 110 scheme (involving the creation of a new holding company and two newcos) for one shareholder to retain the assets in the Existing Company and one shareholder to hold shares in Newco 2?
What recourse does a shareholder have where he does not agree with the decisions made by the directors?
Is it possible to create a class of shares which have no rights at all?
Bonus Issues: how are fractional entitlements dealt with?
Can a company issue shares with rights to dividends, reduced voting rights and no capital value?
Share capital: what voting rights does a member have when he has charged his shares in favour of a lender?
Can a subsidiary pay a dividend to its parent so that the parent has positive distributable reserves and can, in turn, declare a dividend in specie of the shares in the subsidiary, with such dividend being valued in accordance with section 845?
Can an industrial and provident society adopt the Model articles for private limited companies?
Can subscriber shares be held by a nominee on trust for another?
Company meetings: if more than 75% of members present at a general meeting vote on a show of hands in favour of a special resolution, is the special resolution passed?
Share buybacks: is it possible to insert warranties into a share buyback agreement and what would the remedy be for breach?
Re-registration: how will sections 90 to 94 apply to an allotment of employee shareholder shares?
Redesignation: can you convert some shares only of a particular class into a different class of shares?
Can a company acquire its shares by issuing shares in consideration?
Written resolutions: does a resolution need to be returned to the Company's registered office or is it enough if they are returned to the solicitor?
Maintenance of capital and solvency: what are the issues where a target company grants security?
Share transfers: under the model articles for private companies limited by shares, do the directors have the power to refuse to register a transmittee as the holder of shares?
How do you transfer a loan note?
Can a reduction of capital be effected by the distribution of assets and is this permissible under section 641(b)(i) and section 641(b)(ii) of the CA 2006?
Dividends: where cumulative dividends on preference shares have not been paid and such shares are transferred to a third party, is it the original shareholder or third party that is entitled to the dividends?
Reduction of capital: can a departing shareholder's shares be cancelled by a capital reduction or must they be repurchased by the company?
Share buybacks: can a shareholder whose shares are being repurchased sign the written resolution approving the buyback?
Dividends: can a shareholder assign his right to a divdend to a third party and would this be the same as entering into a dividend mandate whereby dividends are paid directly to such third party?
What is the legal position if a company disposes of all its assets?
Gifts to shareholders: can a company gift real property to its shareholders?
Share buybacks: can a company enter into an option agreement in respect of a tranche of shares to be repurchased in the future?
Share certificates: can a private company dematerialise its existing issued shares?
Does s.357 of the Companies Act 2006 provide a sole member with an additional method of passing a resolution?
Dividends: can dividends be paid directly to the ultimate beneficial owner, skipping any intermediate legal shareholders?
Reduction of capital: can a company reduce its capital by reducing the nominal value of its shares?
Can a subsidiary gift shares in its subsidiaries to its parent?
What should happen if a third party wishes to acquire the entire issued share capital of a company that (following a gift of shares) holds shares in itself?
Share buybacks: is it possible to borrow funds where a company has insufficient cash?
Are traded companies required to hold an AGM and what is constitutes a traded company?
Can a person be appointed as company secretary to a plc if resident in a foreign jurisdiction?
How can existing shares be removed from the equation where new shares are to be issued in their place?
Is it possible to simply issue the notice (in accordance with the articles) and redeem the shares out of distributable reserves?
Share Buybacks: could a company rely on an advance authority under section 693A where it is buying back shares from an EBT that has bought them from an ex-employee who orginally acquired them under an employee share scheme?
Company meetings: If a member appoints an attorney to receive notices of meeting, can the company be compelled to deliver such notices to the attorney?
Corporate governance: can you direct me to a schedule of matters reserved for the board of a FTSE 100 company?
Dividends: can dividends be approved by directors alone, without the need for shareholder approval?
Treasury shares: what are the reasons for a private company holding shares in treasury?
With a Put and Call Option Agreement that allows for a series of share buybacks, is it possible to have a general waiver of pre-emption rights on transfer applying to all the share buybacks that may be implemented under the Put and Call Option Agreement?
Treasury shares: can treasury shares be sold for cash consideration on a deferred basis?
When paying a dividend in specie in the context of a demerger, should the resolution refer to a specified cash amount or can the non-cash asset simply be distributed?
Articles: is a private company limited by shares able to adopt the model articles for public companies?
Dividends: can a company declare a dividend of an amount to be determined in the future and what is the relevant date to be exempt from corporation tax?
Bearer shares: what is the process of cancelling bearer shares, where the holder has lost them?
Dividends: where there is nothing contrary in the articles, does a company have to pay dividends equally to all shareholders?
Employee shareholders: can a company issue employee shareholder shares in consideration for payment in money's worth?
Following the re-registration of an unlimited company to a limited company what is the extent of the liabilities of the company to judgments entered against the company (exact amounts pending) before the re-registration took place?
What maintenance of capital issues exist where assets are transferred to the sellers of a company and leased back to the target?
Partly paid shares: what are the options available to a company to convert partly paid shares into fully paid shares so as to ensure that a transferee of a gift of the shares is not liable in the event of a call on the remainder?
Share buybacks: what are the conseqences of a company failing to pass or file a resolution approving an off-market share buyback agreement?
Reduction of capital: can a company reduce the capital of its shareholders in different proportions?
Share buybacks: can a company repurchase the nominal value of shares, leaving the premium outstanding and the shares still in issue?
Dividends: can a company pay a dividend to persons who are no longer shareholders but were shareholders before completion of transaction?
Company formation: can an inaccurate statement of a subscriber's address in a Form IN01 be rectified at Companies House?
Redeemable shares: where a company is redeeming its shares out of capital, should the premium be paid out of capital or does section 687(3) of the Companies Act 2006 apply?
Company filings: if a Form SH01 is filed in error, does this need to be reflected in the company's register of members or annual accounts?
Reduction of capital: are there any particular filing requirements for a reduction of the capital redemption reserve?
What is the difference between a "subsidiary" and a "subsidiary undertaking" and between a "holding company" and a "parent undertaking"?
Is it possible to give the power of veto to founder directors of a company limited by guarantee?
If a company issues/declares a dividend but subsequently fails to pay the amount, can the shareholders enforce the declaration?
Can a charity operate as a limited company (limited by shares) under the Company Act 2006?
Do half year reports have to be posted to shareholders or simply made public by an RIS announcement?
Reductions of capital: is shareholder approval required for a reduction of capital and what is the order of the process for carrying out a reduction by means of the solvency statement procedure?
Share buybacks: what are the options for a company to buy back shares where it does not have sufficient distributable reserves?
Share buybacks: where a company is entering into a repurchase contract with multiple completions, does it need to have sufficient distributable reserves to pay for all of the shares at the outset, when it enters into the contract?
Employee shareholders: must a company amend its articles to permit capitalisation of profits for a bonus issue to a non-member?
Share premium account: is it possible to allocate a portion of nominal share capital to the share premium account?
Employee shareholders: can the share premium account be used to pay up a bonus issue of shares to non-members?
Must an employee share scheme be in place for the purposes of section 693A of the Companies Act 2006?
We are a limited company registered under the Companies House and are seeking to convert into a Charitable Incorporated Organisation (CIO). Is this possible?
Nil paid shares: what is the simplest method of returning nil paid shares?
What happens when 50/50 shareholders fall out and there is no shareholders agreement in place and the articles do not provide for deadlock resolution or compulsory transfer?
Share buybacks: are there any statutory provisions that a company must comply with when buying back shares for more than market value?
Can a buyback contract require a shareholder to sell shares back once it has sufficient funds?
Can the beneficial interest in shares be transferred to a company prior to the legal interest?
Distributions: is a distribution by a subsidiary to its parent's sister company caught by the distribution rules?
Redeemable shares: what is the definition of redemption under English law?
Dividends: is it possible for an SPA to provide that a selling shareholder is entitled to dividends to be distributed after completion?
Share buybacks: can a share buyback be carried out for nil consideration?
Shareholders' agreement: will an agreement to transfer shares override the contrary provisions of a will?
Is there a process which allows a Company to convert to an Industrial and Provident Society?
Company meetings: if a member refuses to attend a general meeting which prevents the presence of a quorum, what actions might be open to another member?
Why are the rights of pre-emption contained within the precedent shareholders' agreement rather than in the precedent articles of association?
Articles: do you have a provision automatically reclassifying a share on its transfer from one shareholder to another?
Share capital: can a party other than the registered member exercise voting rights attached to shares?
General meetings: if the articles of a single member company require a quorum of two, will section 318 of the Companies Act 2006 permit a quorum of one?
Is it possible to change the status of an unlimited company from one unlimited by guarantee to one unlimited by shares?
Does a member have a right to require circulation of a statement in relation to business to be conducted at a general meeting by the company's directors?
Can a member of a company limited by guarantee resign if the articles do not expressly allow for termination of membership by resignation?
Distributions: can a company limited by guarantee distribute profits to its members?
Where a company has two shareholders and and shares are to be purchased from both of the by the company, how can a written resolution be passed?
Capital redemption reserve: how does a company remove a capital redemption reserve that is showing in its accounts?
Do members of a club which is about to incorporate have to consent to be members of the new company limited by guarantee?
Share capital: A "transmitee" has a right under the articles to appoint a director where there are no directors or shareholders. Does this include a personal representative of a deceased shareholder?
Returns of value: what are the pros and cons of buybacks and capital reductions?
Bonus issues: is a bonus issue also a dividend in specie?
Share buybacks: what are the consequences for a company which has funded a share buyback out of reserves that were not distributable?
Dividends: where a dividend is declared in favour of a family trust, can the trustees request that payment be made directly to the benefiaries?
Pre-emption rights: can a special resolution disapply pre-emption rights set out in articles?
Company meetings: how can a member require that certain business be dealt with, or a particular resolution be moved at, a general meeting?
Company meetings: who has the responsibility of convening a general meeting?
Treasury shares: is a stock transfer form required when shares are transferred or sold out of treasury?
Reduction of capital: once the shareholder resolution, statement of capital and solvency statement have been registered by Companies House, are there any further procedures that need to be complied with to effect the reduction?
Dividends: is there any requirement to notify the PRA in advance of paying a dividend?
If the issuing resolution and articles are silent on the voting rights of preference shares, what voting rights to they carry?
Share Buybacks: how can a company with two shareholders, each holding 50% of the shares, pass a resolution to approve a share buyback contract where one of the members is not entitled to vote?
Share capital: what is the process for the forfeiture of unpaid shares?
Company meetings: what is the relationship between the requirement to provide special notice to remove a director, and the requirements for convening a general meeting requisitioned by members?
Share capital: can nil paid shares be cancelled?
Can a shareholder treat any unrealised profit attributable to a dividend in specie (as opposed to cash) as realised in accordance with section 846 of the CA 2006?
Company meetings: if shares are held by a nominee shareholder on trust for a beneficial owner, will the shares still carry the right to vote?
Share capital: where a company's articles include a pre-emption right on an issue of shares, and shares are held on trust for a beneficial owner, will the right operate in favour of the registered member or the beneficial owner?
Reduction of capital: can redeemable preference shares be cancelled pursuant to the solvency statement procedure and can the reduction be for nil consideration?
Would a transfer of assets from a company or a winding up of a company constitute a variation of the rights of a class of shares in that company?
Class rights: do the rights attached to a new class of shares have to be set out in the articles of association?
Share buybacks: how should I draft a section 692(1) share buyback power in a set of articles?
If the content of a resolution is inaccurate, does this invalidate the resolution?
Can redeemable shares of some shareholders be redeemed on different dates to those of other shareholders?
Can a company amend its articles of association in any way other than by special resolution?
Share buybacks: does a company have to comply with the pre-emption provisions in its articles before undertaking a share buyback?
What is the timeframe in which a public company must convene and hold an AGM?
Share buybacks: is a stock transfer form required where repurchased shares are to be held in treasury?
Reduction of capital: is there a time limit for repaying capital to shareholders, or can the payment be made at the company's discretion?
Key dates for corporate lawyers: do you have a note that covers 2014/2015?
Can dividends be paid freely on nil paid shares where the articles do not prohibit this?
Is it possible for a shareholder to grant a company an option to buy back its shares?
Share buybacks: can a company with Table A articles rely on article 35 when repurchasing shares out of cash as permitted by the Buyback Regulations 2013?
Listed shares: do shares in treasury retain their listing and does an application for listing need to be made each time that shares are issued?
Can the right to demand a poll at a general meeting be excluded between shareholders in a shareholders' agreement?
Share buybacks: where a company is proposing to buy back shares in tranches, is shareholder approval required before each tranche is repurchased?
Share transfers: can you prevent an employee from selling shares before he triggers a compulsory transfer provision?
Redemption of shares: what is the definition of "stock" for the purposes of the redemption of shares?
Dividends: in order for Topco to be able to buy back shares using distributable reserves, can subsidiary group companies pay dividends up the chain to Topco?
Dividends in specie: can a company transfer a debt owed to it by a third party to a shareholder as a dividend in specie?
Dividends in specie: can a revaluation reserve be used to eliminate a realised loss?
Share buybacks: what are the filing requirements where an off-market buyback contract has been approved by ordinary resolution?
Unclaimed dividends: what is the statutory authority for the 12-year period for unclaimed dividends that is commonly found in a company's articles?
Company meetings: if the number of shares held by a shareholder changes after the notice of general meeting is sent, will the number of votes that the shareholder can exercise on a poll at the general meeting be determined by the revised shareholding?
Where shares are issued without authority, should the shareholders who received those shares vote on any ratifying resolution?
Interim dividends: can directors pay an interim dividend without it being subsequently declared by shareholders after the year end?
Company meetings: can a director of a corporate shareholder attend a general meeting on behalf of that shareholder, or does a corporate representative need to be appointed?
Share buybacks: in order to rely on the £15,000 cash provision in the Buyback Regulations 2013, does a company need express authority in its articles?
Does a contract for the sale of land have to be available in advance of a general meeting?
Does Practical Law have a standard board minute for the approval of accounts by the directors of a private company?
Where a public unlisted company has become a single member company, do the provisons of section 318 (1) CA 2006 override any contrary provisions in the company's articles of association as regards the quorum for general meetings?
Is there a minimum quorum requirement for a board meeting of a company limited by guarantee?
Share buybacks: can the new £15,000 cash provision in the Buyback Regulations 2013 be used as part of a larger buyback transaction?
Is shareholder approval required to write off an inter group debt or is board approval sufficient?
Gift of shares: When would section 659(1) apply and what paperwork would be required?
Class rights: can the rights of some shares in a specific class be amended and then redesignated as a different class?
What is the authority for stating that a vote withheld is not a vote in law?
Class rights: do class rights need to be set out in a company's articles of association to be enforceable?
Share capital: what rights do the personal representatives of a deceased shareholder have in relation to the company before the grant of probate or letters of administration?
Bonus issues: does Practical Law have any documents dealing with a bonus issue of shares from capital reserves?
Gift of shares: as a result of a gift of shares under section 659 of the CA 2006, could a company become the sole member of itself?
Share buybacks: can two shareholders pass a written resolution approving a purchase contract which is conditional on the shareholders first of all being issued new shares?
Share buybacks: can payment in respect of a share buyback be by way of set-off?
Can a company buy back shares with cash when the articles authorise a payment "otherwise than out of distributable profits"?
Share capital: what is required for a nominee shareholding arrangement to exist?
Reduction of capital: where capital is returned to shareholders, do all shareholders have to be paid back immediately?
Would a form SH10 be required on a redesignation?
Is a redemption of shares a return of capital?
Can a company secretary be removed by a majority decision of the board of directors?
Where a provision for automatic conversion is insterted into articles, does form SH10 have to be filed in respect of the insertion?
Business names: can two separate companies within the same group use the same business name?
Share transfers: is a stock transfer form validly executed if signed by a single director?
Corporate representatives: what are the requirements for appointing a corporate representative?
Articles: if a company incorporated before 1 October 2009 has adopted Table A, will this continue to apply as the company's articles of association?
Are resolutions passed at a general meeting which were not included in the notice of meeting valid?
Articles: what is the effect of a company's articles stating an incorrect date of incorporation?
Unlawful distributions: can a creditor bring a claim against a company or its directors for an unlawful distribution?
In relation to single member companies, do the quorum requirements in section 318 of the CA 2006 apply to both general meetings and AGMs?
Is it possible to for a member of a company limited by guarantee to request that another persons name be entered in to the Register in a nominee capacity?
Unclaimed dividends: does a scheme of arrangement alter the common position that dividends that have not been claimed for 12 years are forfeited?
If a company undertakes a reduction of share premium account (ie and not a full reduction in capital), is it necessary to file a Statement of Capital (SH19)?
Share buybacks: does a contingent buyback contract need to be amended where the underlying shares are sub-divided?
Overseas companies: do you have any guidance on what constitutes "carrying on business" in the UK for the purposes of the disclosure requirements of the Overseas Companies Regulations 2009?
Treasury shares: can a section 567 exclusion of pre-emption rights apply to a sale of treasury shares?
Share buybacks: is it possible to structure a share buyback such that the consideration is the amount of future dividends that the seller would have received had he remained a shareholder?
Can a dormant company assign a debenture? If not, what are the effects of a debenture which has already been granted?
Reduction of capital: is section 641(2) of the CA 2006 relevant where a company only has ordinary shares?
What is the effect of a company limited by guarantee being incorporated in England and Wales without a memorandum of association? Is it validly incorporated?
Articles: how can a company with Table A articles replace them with the model articles?
Class rights: can a company put into place a right to a preferential dividend and to preferential proceeds of sale for holders of a particular class of shares?
Dividends: where a subsidary transfers a debt owed to it by a third party to its parent as a dividend in specie, is a deed of novation required?
Can Private Companies give warranties on behalf of an individual?
If a company reclassifies shares, does a form need to be filed at Companies House?
Dividends: does a book value need to be attributed to an asset being transferred by means of a dividend in specie?
Dividends: can a holding company distribute the shares of an indirect subsidiary by means of a dividend in specie?
Dividends: where wholly-owned subsidiaries make equivalent dividend payments up the chain from subsidiary X to topco, does cash need to be physically transferred if ultimately topco is going to use the money to repay a loan it owes to X?
Where a company converts to an industrial and provident society under the Industrial and Provident Societies Act 1965, are all of the company's contracts and leases automatically assigned to the new entity?
Do you have any examples of articles that provide for only one class to be diluted on an issue of shares?
Can a majority shareholder (87.5%) force a minority shareholder (12.5%) to sell those shares?
Resolutions: Does a resolution which is required by a company's articles to be passed as a special resolution need to be filed with Companies House?
Is it possible to cancel share capital without cancelling corresponding share premium? If so, how should this be represented on Form SH19?
Share buybacks: Does a Form SH03 need to be filed?
Does s994 of the Companies Act 2006 apply to Companies Limited by Guarantee?
What is the timeframe for appointing new auditors following resignation of existing auditors?
To what extent can a company reduce its share capital?
How do you deal with the shares of untraceable shareholders?
Articles: if a company amends a deemed restriction on the amount of shares that the company may allot, should it file amended articles?
Share buybacks: can a share buyback be paid for otherwise than in cash?
Will shareholders be taxed on a dividend after transferring the shares, but before the register of members being updated?
Reduction of capital: can and should the solvency statement procedure be used to reduce a company's capital contribution reserve?
Accounts: does the requirement for a public company to send its annual accounts and reports to members refer to 21 "clear" days?
Reductions of capital: does a reduction by means of the solvency statement procedure reduce the company's authorised share capital?
Do all Limited UK companies have to show compliance with the UK Corporate Governance Code 2010. What happens if they do not?
Share buybacks: is a contract required for an off-market buyback of shares?
Do you have a list of matters requiring a special or ordinary resolution under the Companies Act 2006?
Written resolutions: Is a shareholder who has contractually waived his right to vote an "eligible member"?
Dividends: how is the record date for payment of a dividend determined?
Share buybacks: Where part of a member's holding of shares is being bought back, can he vote on a resolution to approve the buyback contract?
Would a conversion of redeemebale shares into ordinary shares constitute a variation of class rights?
Re-registration from public to private: would the change from plc to ltd constitute a name change for the purposes of an application to strike off the company?
What is the procedure for producing and verifying minutes of an AGM?
Articles: how can a company formed prior to 1 October 2009 amend its objects clause and what filings need to be made?
Redeemable shares: can the right of redemption attached to redeemable preference shares be removed?
When performing a capital reduction with a direct payment to shareholders, does the company have to make the payment to the shareholders all at once or could some if it be left outstanding on a loan?
If shares are simply being surrendered to the company at nil value is the procedure the same as that for a share buyback?
Gifted shares: does a company that has been gifted its own shares have a right to vote?
Reduction of capital: how can a public company without any distributable reserves utilise its share premium account in order to declare dividends?
Treasury shares: can an AIM company sell its treasury shares at a discount to their nominal value?
Reduction of capital: can a reduction of capital be used to create a reserve to pay up redeemable preference shares?
Share buybacks: When repurchasing shares out of capital, does the company have to pay for any premium on those shares out of distributable profits?
Share buybacks: does an ordinary resolution to approve an off-market purchase contract need to be filed with Companies House?
Share capital: how can a company re-classify preference shares as ordinary shares?
Will a reference in a company’s articles to the Companies Act 1985 now be considered as a reference to the Companies Act 2006?
Share buybacks: is there a time limit on the validity of a shareholder resolution approving a share buyback contract?
Reduction of capital: can the amount paid up on each share be reduced and the reserve arising on the cancellation be distributed?
On a three cornered demerger, what is the consideration payable on the transfer of assets and what is the commercial justification for making such a transfer?
If a company decides to repay share premium to shareholders, does it have to repay to those shareholders whose shares subscription created the share premium account?
Dividends: can directors pay an interim dividend without shareholder approval?
Share capital: if the holder of share warrants does not wish to exercise the right to subscribe, can the warrants be offered to other investors?
Share capital: what are the corporate and tax aspects for a sub-division of shares, share subscription and bonus issue?
Share buybacks and financial assistance: can a private company give financial assistance to its public holding company for the purpose of a share buyback?
General meetings: should non-working days be taken into account when determining the voting record date?
Redeemable shares: for a redemption that took place in 2009, would a resolution have been necessary if the redemption was out of distributable profits or, if the redemption was out of capital, is it possible to pass a resolution retrospectively ratifying the redemption?
Share buyback Regulations 2013: what does the reference to the “value of 5% of its share capital” in section 692(1)(b)(ii) of the Companies Act 2006 mean?
Share buybacks: as a result of the new buyback regulations, can a share buyback be approved by an ordinary, instead of a special, resolution?
Share buybacks: When a company buys back shares and holds them in treasury, does that constitute a transfer or a cancellation of the shares?
Auditors: how do you appoint an auditor of a public company when the resolution to appoint auditors was not passed at the company’s AGM?
Bonus issues: which provision of legislation requires the articles to expressly authorise the capitalisation of a non-distributable reserve into bonus shares?
Reductions of capital: can a company cancel only its partly paid (but not fully paid) shares in a reduction of capital?
Surplus capital: what are the considerations for a company with capital that is surplus to its requirements in deciding whether to buy back the shares or reduce capital?
Share buybacks: in an off-market tender offer, does the broker from whom the shares are to be purchased by the company have to own the shares at the time that the contract is entered into and approved by the shareholders?
Can a person request to inspect details of members’ e-mail addresses in the register of members under section 116 of the Companies Act 2006?
Is a transfer of loan notes subject to stamp duty and if so, can section 42 relief be claimed?
Waiver of dividends: can shareholders waive their entitlement to all future dividends?
Articles of Association: if the articles of a company incorporated under the Companies Act 1985 are replaced, what effect will this have on the provisions of the old memorandum of that company?
Dividends: can a private company pay an interim dividend based on the unaudited accounts as of the final day of a fiscal year?
Objects: if the articles of a company incorporated under the Companies Act 1985 are to be replaced, should the objects clause in the old memorandum be specifically disapplied?
Share buybacks: do you have a precedent article authorising buybacks out of cash, as permitted under the new share buyback regulations?
Objects: how can a company’s objects be restricted?
Articles of association: can a company incorporated under the Companies Act 1985 adopt new articles which incorporate the Model Articles by reference only?
Objects: does a private company have any restriction on its borrowing powers?
Redeemable shares: what is the procedure for redeeming preference shares out of capital and what resolutions and forms are required?
Company names: can a company name which is the same as a company name that is already registered, but for the inclusion of the word ‘of’, be registered?
Can a company be considered dormant if it acquires shares in a non-listed plc?
Political donations: do you have any data on market practice in FTSE 350 company AGMs re resolutions on political donations?
What makes up the governing documents of a charitable company?
Will an issue of preference shares require class consent?
Can a £1.00 share be converted into a £0.01 share?
Redeemable shares: is there a time limit for effecting a redemption that is being financed by an issue of new shares?
Share buybacks: what is the procedure for a tender offer being made by a broker as principal where the shares are to be purchased off-market?
Company names: can partners of a general partnership form a separate company using a name that is similar to the name of the partnership?
How should a fraudulent issue of shares be returned to the company?
Allotment of shares: if directors have granted rights to subscribe for shares, but the maximum amount of shares that may be allotted on exercise of such rights have not been allotted, can the directors rely on the authority for that grant to grant a further right to subscribe for shares up to such maximum amount?
What is a 'control contract' for the purposes of section 1162 of the Companies Act 2006?
Dividends: can a private company pay an interim dividend in instalments?
Would it be possible to have attach an expiry date to deferred shares such that the deferred shares will extinguish by a specified date?
Unlimited companies: can an unlimited company re-register as a limited company if it has already been re-registered as an unlimited company from a limited company and if the parent of the unlimited company is a limited company, will its liability for the unlimited company be unlimited?
Redeemable shares: can a company cancel redeemable shares prior to scheduled redemption?
Can a share buyback be funded by borrowings from a bank or shareholder?
Distributions: can a subsidiary write off a loan to its parent prior to winding up?
Directors: what power does a single director have where the board quorum requires two directors?
Dividends: can a company pay dividends on partly paid shares?
Financial reporting: must the directors of a company adopting 1948 Table A approve the company's accounts?
Share buybacks: can a company's articles set out a more simple procedure for a buyback out of capital?
Articles: can a third party be given power of veto under a company's articles?
Provisions for entrenchment: must a company file separate forms for each amendment where it amends several provisions for entrenchment at the same time?
Must a company limited by guarantee issue a membership certificate to its members?
Can fully paid shares be converted into another class of shares with a higher nominal value, but only part paid?
On a consolidation and sub division, where there are fractional entitlements, is it possible to simply round up to the nearest whole number the number of shares each shareholder will be entitled to?
Is a shareholder whose shares are being bought back required to vote on a resolution in respect of shares of other shareholders that are being bought back at the same time?
Articles: can the quorum for shareholder meetings be one?
Share capital: can the dividend and distribution rights of a class of shares be linked to the performance of one trading division only?
On the death of a nominee shareholder can the legal title to the shares be transferred to the beneficial owner or to a replacement nominee?
Articles: do you have a template permitted transfers provision?
Allotment of shares: does a person become a member on allotment or on registration?
Dividends: what is the effect of paying a dividend when insufficient profits exist?
Company secretaries: is a private company with Table A articles required to appoint a company secretary?
What are the consequences where a dividend is paid that is in excess of the amount declared?
Can a share buyback be subject to a post completion price adjustment?
Written resolutions: can an inaccurate written resolution be amended by a subsequent written resolution?
Written resolutions: what can a member do if a company does not circulate a written resolution proposed by members?
Does the issue of bonus shares have to be done on a pro rata basis?
Notice: does the 48 hour deemed delivery period apply to overseas shareholders?
May a company archive company records away from the registered office or single alternative inspection location (if applicable)?
Do you have a precedent for a resolution appointing auditors of a public limited company?
How should I document a variation of an intra-group loan?
Can a company limited by guarantee be a subsidiary of another company?
Written resolution: when is a written resolution to amend articles passed?
Where the articles do not set out the rights of the alphabet shares will they have the same rights as the ordinary shares? If so, how can the rights of the alphabet shares be varied?
Transfer of shares: can a shareholder transfer shares for less than market value?
Transfer of shares: can a minor transfer shares?
Does an acquisition of its shares by a company under its articles require shareholder approval?
Can a shareholder forfeit his fully paid shares so that he is no longer a shareholder?
When a director of a listed company is appointed to the board after the notice of AGM has been sent out but before the AGM, does that director need to retire at the AGM?
Who are the members in a company limited by guarantee?
How does share premium relate to share capital on a reduction of capital?
Where the articles state that holders of a certain share class are not entitled to receive notice of, to attend, to speak or to vote at any general meeting of the company, does that also mean that such shareholders are not entitled to vote by written resolution?
Can a company limited by guarantee without a share capital partake in an indirect demerger?
Is a valuation required prior to an intra-group transfer of a non-cash asset? Can section 845 Companies Act 2006 be relied on to determine the amount of a dividend where there are no relevant accounts?
Are you amending your directors’ termination provisions in your precedent articles of association in light of the Mental Health (Discrimination) Act 2013 coming into force?
Resolution: could you provide a comprehensive list of companies that have amended their articles between 2011 and now to increase the cap on directors’ fees?
Dividends: can a company pay different dividends to different classes if the articles are silent
Share capital: what issues should be considered when a shareholder wants to acquire control by subscribing for a new class of shares with more than one vote per share?
Share issues: would an issue of shares in breach of a company's articles be void?
Articles: would a special resolution be required to add a footnote to an existing memorandum of association?
Can distributable reserves be converted into a loan owed to a shareholder?
Share capital: can a company convert preference shares into ordinary share capital?
Variation of class rights: what forms are required when converting only some shares of a class into another class?
Written resolutions: when adopting new articles, must the resolution set out the proposed amendments in long form?
Can a gift to a subsidiary that is not wholly owned constitute a distribution where that subsidiary’s other shareholder is the parent of the transferor?
Directors' conflicts: can a board approve circulation of a written resolution where all directors are also directors of the parent company sole shareholder?
Register of members: in respect of an allotment of shares, should the company record the allotment date, or the date the register was updated?
Do you need express permission in articles of association to hold virtual meetings?
Articles of association: do you have any know-how on recommended changes to articles as a result of recent (since January 2012) corporate governance changes?
What are the consequences where a company incorporated under the Companies Act 1985 passed resolutions to limit its share capital to a set amount and also adopt new articles (which do not mention a cap on authorised share capital)?
Share buybacks: can a shareholder guarantee the obligations of a company under a share buyback contract?
Can a shareholder direct that a dividend in specie be satisfied by a transfer of a non-cash asset to its subsidiary prior to a 110 demerger taking place
Written resolution: can written resolutions be signed in counterpart?
What rights does a 5% shareholder in a private limited company have?
Do members of a company limited by guarantee need to obtain the backing of 5% of the membership in order to propose a special resolution at the AGM?
Is section 551 authorisation required for an allotment of shares where a company has two classes of shares, but one is non-voting?
Is a company under an obligation to issue replacement share certificates to its shareholders if a class of shares is converted?
What are the considerations when transferring an asset intra group at less than book value?
Does section 338A of the Companies Act 2006 apply to companies limited by guarantee?
How does a company grant a power of attorney to someone to act on its behalf?
Can a company limited by guarantee amend its statement of guarantee and if so, how does it do so?
Reduction of capital: what are the consequences where a reduction of capital has been undertaken using incorrect figures?
As section 121(2)(e) of the Companies Act 1985 has been repealed, can a company still cancel unissued share capital?
Share buybacks: if a buyback is to be implemented with a single contract but with multiple completion dates, is shareholder approval required for each tranche of shares brought back?
What are the advantages and disadvantages of paying a dividend as opposed to returning monies to shareholders by way of a reduction of capital?
Share buybacks: when does beneficial and legal interest transfer in respect of an unconditional share buyback contract?
If a company does not have sufficient distributable reserves to buy back shares, can it issue loan notes as part of the consideration or can the shareholder loan part of the consideration back to the company?
Does each class of share in issue have to be a party to a scheme of arrangement and if not what are the voting rights of those shareholders who are not a party to the scheme?
Share capital: what is the process and what are the filing requirements for a conversion of shares which takes place under the articles?
Share buybacks: what are the consequences of a share buyback occurring without a buyback contract?
Share transfers: how can you create individual shareholdings from a joint shareholding and what are the stamp duty implications?
Can shares be forfeited to relieve a shareholder of liability?
Is there an alternative to a share buyback out of capital?
Do rights and obligations of a company need to be reassigned/novated when a company re-registers from an unlimited company to a limited company?
Preference shares: when a dividend is declared but not paid, is it enforceable by the shareholders and is it recognised as a debt for accounting purposes?
What happens to shares that are forfeited under the articles of a company?
What are the consequences for a third party contracting in good faith with an attorney who is acting outside the scope of his power of attorney?
Dividends: can a company pay dividends on some shares only if the articles are silent as to the rights of different classes?
Company names: if I buy (as part of an asset sale) a company name which contains a sensitive word or phrase that would require consent from the Secretary of State or another body under the Companies Act 2006 and such consent was obtained on the initial registration of the name, do I need to obtain consent to the use of such sensitive word or phrase in the name following the change in ownership of the name?
Share buybacks: does section 691 of the Companies Act 2006 permit the consideration in respect of a share buyback to take the form of a loan note?
Share buybacks: is a shareholder who is to sell its shares back to a company as part of a share buyback, an eligible member for the purposes of executing the written resolution?
Share buybacks: is it possible to effect a share buyback for nil consideration?
Distributions: what is the authority for the transfer of an asset at an undervalue to a company controlled by the same person constituting a distribution? What is the definition of control in the this context?
Articles of association: do we need to append historic resolutions amending the articles to our recently adopted articles of association?
Call option agreement: if a buyer's protection under a call option agreement is breached by a seller, is the sale of the option shares to a bona fide purchaser overreached?
Articles of association: will the audit exemptions from the Companies Act 2006 still apply to a private company with conflicting articles?
European companies: can a European Company (Societas Europaea) convert into a UK private limited company? What is the procedure?
Company name: can a company in liquidation change its name?
Reduction of capital: do accumulated losses have to be taken into account when carrying out a reduction of capital?
Written resolution: is it possible for a proxy to sign a written resolution on behalf of his appointing shareholder?
Interpretation: is a limited liability company covered by the definition 'person'?
Objects: is Form CC04 the correct notice to lodge when filing completely new restricted objects?
Company dissolution: can a company apply for voluntary strike off if it has debts?
Share transfers: do you have wording regulating pre-emption rights on a transfer of shares?
Articles: do we have to amend references to the 1985 Act in sets of existing articles of association?
Directors: can an English company provide a qualifying third party indemnity to the directors of its Spanish-registered subsidiary?
Written resolutions: will a company be bound by a set of filed articles amended by a written resolution where the resolution was not signed by sufficient eligible members?
Articles: must a provision for entrenchment be set out in a standalone article?
Untraceable shareholders: what procedure should be followed when the articles are silent?
Company names: are 'limited' and 'ltd' interchangeable when referring to a company name?
Companies limited by guarantee: how does a company limited by guarantee distribute its profits to members?
Quorum: can a person who declares an interest at a general meeting, who does not speak or vote but remains in the meeting, count towards the calculation of a quorum?
When a dissolved company is restored to the register, are the directors automatically reinstated and notified? Is a charitable company’s charitable status restored?
Share buybacks: can a company buy back its shares at a price which is less than the nominal value of the shares?
Allotment of shares: can a pre-emption right be waived orally?
Share buybacks: can you include a non compete clause in a share buyback agreement?
Powers of attorney: is there a minimum length of time for a general power of attorney?
Trading disclosures: does a company limited by shares have to display its name outside a building where it receives its mail if it is not its registered office?
Share certificates: does a company have to issue share certificates to its subscribers?
Objects: does a company require constitutional authority to enter into derivatives transactions?
Company secretary: does a parent company have to approve the appointment of its subsidiary’s company secretary and does a company secretary have to consent to the appointment?
Distributions: can an intermediate holding company transfer its subsidiaries to another group intermediate holding company at book value if its Parent does not have positive reserves? Would the transaction be at risk of being at an undervalue?
Trading disclosures: how can the information required to be given in business e-mails be provided by a business where it trades through a number of group companies?
Share transfers: who owns shares where the company fails to register a transfer?
Dividends: can a shareholder waive part of his dividend entitlement?
Allotment of shares: are there are any conflict of interest provisions which constrain the exercise of a shareholder’s voting powers in connection with the creation of a new class of shares?
Articles of association: will a change to an appendix to the articles constitute a section 21 amendment?
Written resolutions: can a public company’s articles override the statutory position and use a written resolution?
Charitable companies: how does a charitable company limited by guarantee change its objects?
Share certificates: can a director sign a share certificate on behalf of the issuing company where that director is also the recipient of the certificate?
Powers of attorney: can an attorney delegate his functions under a general power of attorney to another?
Interests in shares: can a section 793 notice demand a reply within 48 hours and is there a limit on the frequency of the notices?
Reduction of capital: what effect will a reduction of capital have on reserves and share capital?
Share capital: is it necessary to file updated articles when a company increases its authorised share capital and divides its shares into separate classes of shares?
Share capital: is a compliance statement required in connection with a solvency statement reduction of capital? Is there a standard form for this?
Allotment of shares: can a company decide how the subscription price is apportioned between newly allotted shares where they are not fully paid on issue? Are there any Consumer Credit Act 1974 implications if an employee shareholder does not pay for his shares in full on issue?
Share capital: do you need to file Form SH06 in addition to Form SH19 on a reduction of share capital?
Allotment of shares: is a shareholder resolution required if a company’s articles exclude sections 561 and 562, Companies Act 2006?
Distributions: will an interest-free loan to a shareholder constitute a dividend?
Share capital: can shares within the same class be denominated in different currencies?
Dividends: will a distribution be unlawful if there are no longer sufficient available profits on the date of actual payment?
Objects: can a company delete its objects by adopting articles that make no reference to the old-style memorandum?
Articles: do you have example wording setting out typical rights attached to deferred shares?
Dividends: must a company have available profits to pay dividends on preferential redeemable shares?
Dividends: can a company pay a dividend to only one member of a class of shares?
Articles: do you have a precedent shareholder resolution for the adoption of new articles of association?
Charities: what rules apply when a registered charity adopts a new trading name?
Dividends: does the wording in article 71(1)(a) of the model articles for public companies, 'declared and paid according to the amounts paid up on the shares...', refer to nominal amount only or to share premium also?
Trading disclosures: what is the amount of the fine under regulation 10 of the Companies (Trading Disclosures) Regulations 2008?
Powers of attorney: if an attorney is a corporation, can it delegate the powers to its officers?
Share buybacks: are there any restrictions on a plc that is subject to a CVA buying back its own shares?
Share buybacks: can shares be bought back or redeemed with the consideration being the issue of debenture stock?
Dividends in specie: when a business is transferred as a dividend in specie, what level of distributable profits are required when the amount of the distribution is determined in accordance with section 845, Companies Act 2006?
Allotment of shares: what documentation is required for a debt for equity swap?
AGMs: does a private company with an AGM notice provision have to call an AGM?
Share transfers: can a company refuse to register a transfer to the executors of a deceased shareholder?
Company secretaries: does termination of a company secretary’s appointment need to be approved by shareholders?
Share transfers: is it possible to transfer half a share?
Share transfers: what does the company need to do when shares in that company are transferred?
Powers of attorney: can you grant an attorney power to conduct litigation on the donor’s behalf?
Reduction of capital: what is the authority for the requirement to place an advertisement in a newspaper at least seven days prior to the final hearing to confirm a reduction of capital?
Share transfers: do pre-emption rights apply to share transfers and, if so, how can they be disapplied?
Loan notes: are there any statutory requirements regarding meetings of holders of loan notes?
Company objects: to delete existing objects, must the amending resolution expressly reference the deletion?
Articles of association: when will an amendment of articles take effect if the objects are being simultaneously amended?
Dividends: can a company pay dividends to a nominee of the holder of one class of shares only?
Allotment of shares: why does your standard clause permit allotments after the expiry of the 5 year authority to allot?
Articles of association: will section 123, Companies Act 2006 override an article requiring a company to have at least two members?
Share buybacks: can a revaluation reserve be deemed as capital for the purpose of a buyback made out of capital?
Written resolutions: if a company has set a higher standard for the passing of written resolutions in its articles, can this be ignored?
Dividends: if a dividend has been declared but before its payment it is found that the payment of the dividend would be unlawful, is the approval void or does the dividend still have to be paid?
Company meetings: if a shareholder enters into a power of attorney and a voting agreement with a third party, can the company be compelled to acknowledge such a power of attorney and voting agreement?
Dividends in specie: is shareholder approval required for the payment of a dividend in specie if the provisions of Table A apply to the company?
Electronic communications: which provisions of CA 2006 provide for deemed agreement by a company to receive documents or information in electronic form? Can you clarify the position on obtaining consent for electronic communications where the shareholder is a company?
Dividends: following a share for share exchange, can a company pay a dividend to its new parent before the stock transfer form has been adjudicated and the register of members updated?
Share buybacks: where the company does not have sufficient distributable profits on completion, is there another way of completing the transaction which involves forming a holding company/separate company?
Reduction of capital: would a director be considered reckless if they sought to reduce the capital of a private company by passing a special resolution supported by a solvency statement if they were planning to sell the company in the near future?
Shareholders’ agreement: what long form agreements do you have?
Charitable companies: do provisions in articles which only permit the amendment of certain articles with the consent of the Charity Commission constitute provisions for entrenchment under the Companies Act 2006?
Maintenance of capital: can a reduction of capital be undertaken where only some shareholders have their shares paid up and not others?
Distributions: does the payment of a charitable donation at the behest of a shareholder constitute a distribution to that shareholder?
Share transfers: are there any limitations on a board’s discretion to refuse to register a transfer of shares?
How would you provide for business succession in a will and a shareholders agreement?
Share transfers: do you have a shareholders’ resolution to approve the transfer of shares?
Reorganisations: can a subsidiary hold shares in its parent if those shares were held before it became a subsidiary?
AIM: do you have a list of the changes required to an AIM company's articles, assuming that the company was incorporated in 2006 under the Companies Act 2006?
Company names: can a company have more than one trading or business name?
Class rights: will a redesignation of shares constitute a variation of class rights?
Share transfers: does an unstamped stock transfer form affect the validity of the legal title to the shares?
Dividends: what are a shareholder's rights to group company surplus profits and how is this affected when a charging order is granted against that shareholder over his shares?
If a shareholder is abroad for more than 6 months a year, how does that affect taxation of dividends?
Transfer of shares: can pre-emption rights on transfer be waived?
Dividends: do you have articles providing for different dividend rights for shareholders?
Dividend waiver: can a dividend waiver be given in a shareholders' agreement?
Articles: what is the definition of a company's 'constitution'?
Dividends in specie: does a company require an express power in its articles to pay a dividend in specie?
Late filing: are there civil penalties for late filing of a return of allotment?
Articles: how do you change the articles of a company limited by guarantee?
Share capital: can a subsidiary hold shares in its parent company if the shares are held for a short period of time only?
Associate: what is meant by 'associate' in the context of a joint venture? Does the Companies Act 2006 include a definition of 'associate'?
Allotment of shares: how do you disapply an articles-based pre-emption right on allotment of shares?
Share transfers: how can the position be rectified where a transfer has been registered in breach of a company’s articles?
Transfer of shares: if a company’s shares are listed on the ICAP Securities and Derivatives Exchange, can the shares be transferred in the usual way i.e. by stock transfer form?
Members' register: does a director have a separate right to inspect and take copies of the register of members?
Companies limited by guarantee: is there a form for filing details of new members of a company limited by guarantee?
Financial reporting: can a company refuse a request from a shareholder for a breakdown of the profit and loss account?
Strike-off: can there be any residual liability where a company that owns a let property is struck off?
Company administration: do members have to register their residential address in the register of members?
Dividends: how should a dividend in specie be documented? Can a dividend in specie be a transaction at an undervalue or a fraud on creditors under the Insolvency Act?
Reduction of capital: can a director state in a reduction of capital solvency statement that a company will be able to pay its debts as they fall due where there is an intention to strike off the company during the following 12 months?
Company meetings: if the articles still refer to EGMs and the company has not adopted new articles to incorporate CA 2006 changes, should the meeting be called an EGM or does the CA 2006 prevail?
Dividends: is there a finite period in which a dividend for a particular financial year has to be declared?
Powers of attorney: if a corporate donor grants a power of attorney, is that power still valid when the donor goes into liquidation?
Powers of attorney: is it possible to sign a personal services contract under a power of attorney?
Share transfers: are there any formalities for transferring the beneficial interest in a share?
Companies limited by guarantee: how does a company limited by guarantee change its articles?
Companies limited by guarantee: when must a private company limited by guarantee hold a general meeting of members to pass a members’ resolution and when will a resolution of the board of directors/trustees suffice?
Acquisitions: what are the corporation tax issues for a purchaser where a hive down of property takes place prior to a third party sale? What are the issues when acquiring a company that is in debt to the seller group following a hive down?
Share capital: on a variation of class rights, can a written special resolution (signed by all shareholders) authorising an amendment to the articles also satisfy the requirement at section 630, Companies Act 2006 to obtain class consent?
Meetings: does the company have to represented at a court-convened shareholders’ meeting?
Directors' decision-making: which model articles for private companies relating to directors' decision-making apply to single director companies?
Share buybacks: how should a loan to the company from a selling shareholder be documented?
Allotment of shares: when is it necessary to disapply statutory pre-emption rights and how should this be done?
Share transfers: is a stock transfer form required to transfer shares between joint holders?
Share certificates: can a company use a laser printed seal or laser printed signature to execute a share certificate?
Reduction of capital: does a reduction of capital have to result in a ‘distributable reserve’ or can the amount by which the capital is reduced just be repaid to shareholders?
Company names: can a company incorporated in England and Wales be registered with more than one name?
Financial assistance: does the prohibition in section 679 apply where a person is acquiring shares in an overseas incorporated target?
Share buybacks: can Companies House accept a late filing of the return for a share buyback rather than compelling a company to redo the buyback and all of its accounts?
How do I redomicile a Northern Irish company to an English company?
Share reclassification: can treasury shares be reclassified?
Share buybacks: can share buybacks take place at different prices?
Share capital: how can ordinary shares be exchanged for new classes of shares?
Share capital: can subscriber shares be issued at a premium and paid up in non-cash consideration?
Beneficial shareholders: should a company have regard to beneficial interests in shares?
Articles: how do I amend the objects of a 1985 Act company?
Allotment of shares: what pre-emption rights apply to a company with 1948 Table A articles?
Powers of attorney: what documents will empower a person to act as attorney for a company?
Share buybacks: what steps can be taken to correct a buyback which took place under the 1985 Act that was not authorised by the company’s articles?
Companies Act 1948: has the 1948 Act been repealed?
Class rights: will amending articles of association be a variation of class rights?
Shareholder loans: can a company make a loan to a shareholder?
Shareholders’ agreement: do you have a shareholders’ agreement for use between two individuals in a 50:50 company which includes deadlock and pre-emption provisions?
Written resolutions: is a company required to adhere to Schedule 5, Part 3 of the Companies Act 2006, before it can circulate written resolutions by email?
Share buybacks: can an anti-embarrassment provision be included in a share buyback contract?
Share buybacks: can the consideration for a share buyback be loaned back to the company?
Shareholder rights: what information are shareholders of private limited companies entitled to?
Shareholder rights: do you have a list of all matters that require shareholder approval?
Share capital: can ordinary shares be non-voting?
Financial reporting: in a private company, who approves the annual accounts and who re-appoints the auditors?
How do I apportion consideration between two stock transfers?
Notices: do ‘clear days’ include or exclude weekends and public holidays?
Company names: must an unlimited company have the words ‘unlimited’ or ‘unltd’ after its name?
What matters should the rules of a company limited by guarantee contain? Should members’ rights be contained in the rules or in the articles of association?
General meetings: what notice period should be given for a general meeting of an unincorporated organisation if the rules of that organisation are silent?
Share transfers: what date should be entered in the register of members when registering a share transfer?
Does a charitable company limited by guarantee have to maintain a register of interests?
Articles: can a company limited by guarantee incorporated under the Companies Act 1948 adopt new articles based on the model articles for companies limited by guarantee?
Dividends: where a company reduces its capital to create reserves and subsequently declares a dividend in specie to its parent company, can the reserves be used to declare a cash dividend or must these be used to satisfy payment of the dividend in specie?
Powers of attorney: can a power of attorney grant authority to an attorney to sign documentation transferring land?
Dividends: where a shareholder waives its part of a dividend and that part is then distributed among ‘non-waiving’ shareholders, does the company need to have inflated reserves to cover the corresponding increase in dividend per share?
Share acquisitions: what are the relative advantages and disadvantages of subscribing for new shares and purchasing shares from an existing shareholder? What documentation is required for each type of transaction?
Can a company go into MVL where some of its shareholders cannot be found?
Trading disclosures: where a company has its registered office at a law firm, for instance, does the law firm need to have a plaque displaying their name?
Share acquisitions: do the implied covenants of title under the Law of Property (Miscellaneous Provisions) Act 1994 apply to a share sale?
Share valuations: will a discount be applied to a valuation of a 50% shareholding in a company?
Share acquisitions: do you have any materials relating to restructuring a company by a share for share exchange?
Share capital: what is the simplest method of converting shares into a larger number of shares?
Distributions: does a company need available profits to write off a loan?
What is the stamp duty position where shareholders in target receive shares in new parent company?
Share buybacks: what is the procedure if somebody wants to relinquish their shareholding in a limited company?
Companies limited by guarantee: when must a company limited by guarantee include certain provisions in its articles?
What are the options of a landlord seeking to recover rent owed by a dissolved company? Can a director be liable?
Allotment of shares: are there any specific formalities that apply when a private company issues shares for non-cash consideration?
How long should company records be kept following a company’s dissolution?
Board resolutions: may a board resolution be passed by e-mail under the model articles for private companies limited by shares?
Share transfers: can more than one class of share be included on the same stock transfer form?
Distributions: will writing off an intra-group loan create profits available for distribution?
Articles: how do I remove a restriction on a company's objects?
Share buybacks: should a share buyback be out of distributable profits or capital? Is there an alternative method for a share to be acquired by the company?
Notices: can a company refuse to serve notices on members who do not consent to e-mail communication?
Share capital: is it possible to issue shares that have no right to receive a return of capital on liquidations?
Company administration: are there any provisions under the Listing Rules, the Companies Act 2006 or otherwise that would restrict the ability of the requisitioning shareholders to send members' statements to the other shareholders?
Company administration: is a company allowed to keep its register of members at a different single alternative inspection location to its register of directors?
Shareholder rights: would the insertion of drag along rights into articles of association be considered unfair prejudice on a minority shareholder?
Dividends and distributions: is a dividend unlawful if it is subsequently discovered that the interim accounts did not accurately reflect the distributable reserves position at the time the dividend was declared and paid?
Company administration: what form should you use to make an application to the court to restore a company to the register of companies?
Share buybacks: what is the accounting treatment of a redemption of shares?
Share capital: does a company have to reduce its share capital before strike off if its share capital is more than £4,000?
Share buybacks: how should share premium be treated on a share buyback and how should it be represented in a statement of capital following a buyback?
Chairman’s casting vote: is regulation 50 of Table A (chairman’s casting vote) still valid for a company which adopted the articles in 1986?
Written resolutions: is a written resolution "a notice" for the purposes of the articles?
Share redemption: can redeemable shares be redeemed by reducing capital using the statutory solvency procedure?
How do you amend the articles of association of a company limited by guarantee?
Reduction of capital: will a reduction of capital by way of the solvency statement procedure always result in the creation of a reserve?
Share buybacks: can deferred shares be cancelled other than through a buyback or a reduction in capital?
General meeting: can a company change the venue of a meeting once the notice has been sent out?
Share Buybacks: can the consideration for a share buyback be made in advance?
Share capital: do you have a precedent warrant instrument?
Do you have a template share certificate?
General meetings: what is the quickest way of passing an ordinary resolution?
Share buybacks: can shares be bought back by a company with different prices per share being paid to different shareholders?
Share acquisitions: Do you have a precedent share warrant?
Redesignation: how can a company convert shares of one class into another class?
Share acquisitions: do you have a precedent SPA for the purchase by one shareholder of shares held by another?
Shareholders' agreement: what happens if consent is not obtained to a reserved matter?
Articles: do you have a precedent weighted voting rights clauses suitable for Entrepreneurs Relief?
Can a company with a registered name ending in 'public limited company', use the abbreviation 'plc' in its business communications and websites?
Articles: do the members need to grant authority to allot for an employees' share scheme?
Share transfers: can a majority shareholder force the other shareholders to sell shares to it?
Shares: can preference shares be cancelled?
Allotment of shares: is a prospectus required if a private company offers shares to its employees? Are there any other considerations beyond the matters highlighted in Practice note, Allotment and issue of shares that need to be considered?
General meeting: can a single member company host a general meeting by way of telephone conference in order to remove a director under the section 168 procedure?
Do you need board approval for a business name?
Can a subsidiary hold shares in its holding company?
When an overseas company closes a UK establishment, how do we transfer the assets and liabilities of the UK establishment to another English company of the same group?
Can the solvency statement procedure for a reduction of capital be used for a reduction in share premium?
Can a guarantee of a parent’s obligations constitute an unlawful distribution?
How do you comply with the Companies (Trading Disclosures) Regulations 2008 when the premises are the registered offices for six companies?
Share Buybacks: will the fact that a written resolution authorising a buyback was passed by an ineligible member invalidate the share buyback?
Share buybacks: can a loan be used to fund a buyback?
Share Buybacks: what are the consequences of a company continuing to issue bonus shares, buy them back and create capital redemption reserve for further bonus issues?
Transfer of shares: must a transferee agree to a transfer of shares?
How does a member leave a company limited by guarantee?
Is a holding company of a wholly owned subsidiary able to pass a written resolution to reduce its capital or is there an equivalent provision to s 695 CA 2006 disenfranchising those members whose shares are the subject of the reduction from voting?
Written resolution: can a written resolution be passed by the members when it has been circulated by a shareholder and not the board?
What should you do when closing a UK establishment of an overseas company?
Allotment of shares: where merger relief is claimed on an allotment of shares at a premium, is it necessary to include the share premium in the Form SH01?
Proxy: how should a proxy vote if a modification to a CVA is proposed at the meeting?
Annual report and accounts: what documents must be signed by the board of a listed company in connection with the approval of its annual report and accounts?
Can the company who is the subject of a shareholders’ agreement be a party to that agreement?
Does the voluntary striking off procedure in the Companies Act 2006 apply to companies limited by guarantee?
Can you transfer part of a membership of a company limited by guarantee?
Pre-incorporation contracting: can a company enter into a contract before it is incorporated?
Articles: would a share purchase by an existing shareholder be caught by a tag-along clause?
In view of Part 7 of the Equality Act 2010 why can private members clubs be single sex clubs?
Do companies limited by guarantee have to be not for profit organisations?
Articles: Will references to a shareholders' agreement in articles of association, deem that agreement incorporated into the articles?
Can a public company which is proposing to re register as a private company pass a resolution at the same meeting to reduce capital by way of the solvency procedure?
What changes are required to share certificates following a reduction of capital?
Transfer of shares: what is the process for transferring a certificated share in a public company?
Trading disclosures: should a company display its registered address and registered number on an invoice to a consumer? Will the company’s registered address and the VAT registered address be the same in all circumstances for a UK incorporated company?
Does section 719 (3) of the Companies Act allow a company to advertise a proposed payment out of capital in a newspaper circulated in the county in which the company is registered?
Would the Duomatic principle apply in the case of a share buyback written resolution executed by an ineligible member?
Company names: can a company enter into a contract using its trading name and can its trading name be the same as a different registered Company?
General meetings: can a general meeting of the members of a company limited by guarantee be held by teleconference if the Articles permit it?
Allotment of shares: do you have any materials relating to the capitalisation of a loan?
Treasury shares: if a PLC holds treasury shares and delists from the stock exchange - are these shares automatically cancelled? If the PLC relists on another exchange do the treasury shares carry over?
Reduction of capital: is there any additional guidance for directors on what constitutes a reasonable basis for making a solvency statement other than the CLLS and ICAEW guidance?
Company secretaries: is it possible for two individuals to act as the company secretary under the Companies Act 2006?
Articles of association: what is the status of articles not filed at Companies House?
Company formation: what is the procedure for rectifying an incorrect filing at Companies House?
Intra-group transfers: do you have a sample solvent hive-down agreement?
Share capital: what procedure is required to reclassify shares?
Board meetings: can the articles set the quorum at one?
Is a UK establishment (an overseas branch) a legal person? Can the branch enter into contracts?
What is the form and content of a shareholder's requisition under section 303 Companies Act 2006?
Untraceable shareholders: can a company treat shares as cancelled?
Redesignation: does a redesignation require an ordinary or special resolution?
Can a company restrict a member’s choice of proxy?
Definition of 'subsidiary': what is the European law basis for s1159 Companies Act 2006?
Dividends: must shares issued on a scrip dividend be of the same class as the shares on which the dividend is being paid?
Articles: why do PLC’s standard public company articles exclude the Model Articles?
General meetings: if the articles provide that all business to be conducted at a general meeting must be special business, does that mean the resolutions should be passed as special resolutions?
Dividends: do monthly payments to shareholders constitute interim dividends?
Articles: do you have a shareholders' agreement setting out common share transfer mechanisms?
Dissolution: should a company reduce its capital before applying for strike-off?
Share transfers: can a share transfer be registered before an application for stamp duty relief under section 77 of the Finance Act 1986 has been completed?
Articles: what constitutes a provision for entrenchment?
Company constitution: should shareholder pre-emption rights and drag/tag along provisions appear in the articles or a shareholders' agreement?
Class rights: is class consent needed for the conversion of one class of shares into alphabet shares with different dividend rights?
If a term is defined by cross-reference to another document, will an alteration of the definition in that document constitute an alteration of the articles?
Share buybacks: can a company enter into a buyback contract providing for multiple staged completions with each completion to be funded from capital?
Can the members of a charitable company control admissions to membership?
Share transfers: is a stock transfer form required to transfer the legal title to shares?
Is there an equivalent to section 793 of the Companies Act 2006 that is applicable to private companies?
Forfeiture of shares: is it possible for shares to be subject to a power of forfeiture that is exercisable if the shareholder ceases to be employed by the issuing company?
What is meant by 'acquisition of shares in a reduction of capital duly made' in section 659(2)(a) of the Companies Act 2006?
Does the consideration for the repurchase of shares have to be in cash?
Where are the terms 'subsidiary' and 'holding company' defined in the Companies Act 2006?
What do you need to file with Companies House and HMRC if you close down a UK establishment of an overseas company?
Following the repeal of Section 83 of the Companies Act, is there a requirement that the minimum subscription be received within 40 days of the first issue of the prospectus (for example in the Listing Rules or Prospectus Rules)?
Re-registration from public to private: what is the procedure for sending out the notice of general meeting to shareholders?
Company secretary can a company secretary be liable for filing an invalid return?
Do you have to have a UK resident permanent representative of a UK branch of an overseas company?
Share transfers: is it possible to register a transfer of shares by the personal representatives of a deceased shareholder without the production of a grant of probate?
Trading disclosures: can business cards display just the registered name of the company, without the registered address?
Board resolutions: can a resolution be passed by e-mail?
Company admin: what documents is a member of a company limited by guarantee entitled to?
Share buybacks: how can a company buy back a share from a shareholder who no longer wants to hold that share?
Share capital: can certain shareholders be protected against future, dilutive share issues without having to subscribe for additional shares?
Cross option agreement: how can the cross options be funded where one of the shareholders is unable to get the appropriate insurance cover?
Company name: is a company legally obliged to send a letter to customers, suppliers etc to inform them of this change when it changes its name?
How does a company in administration change its name?
Can a company limited by guarantee operate with no members?
Acquisitions: how do you go about acquiring a company limited by guarantee?
Allotment of shares: can a private company with a single class of share rely on section 550 Companies Act 2006 regardless of whether there is an authority to allot shares in its articles?
Shareholders’ resolution: is it possible for shareholders to requisition a resolution to be proposed at a scheduled AGM rather than requisition a separate general meeting?
Directors’ remuneration report: how many pay packages were voted down in the 2012 'shareholder spring'?
AGMs: can the directors propose a written resolution in lieu of an AGM?
Company administration: what is the position in relation to an untraceable shareholder?
Proxies: if a shareholder changes his voting intentions, is it possible for the shareholder to send in a second proxy to the company?
Single member companies: are provisions in the articles of association relating to 2 or more members overridden by the Companies Act 2006?
What are the tax and company law implications of a share buyback with multiple completions?
What does 'official publication' mean in the Companies (Trading Disclosures) Regulations 2008?
Executive remuneration reform: will the proposed reforms delete s439(5) of the Companies Act 2006?
Proxies: can a shareholder make an irrevocable proxy appointment in a written document?
Accounts: what is the position where the directors of a company cannot approve the annual accounts?
AGMs: what is the position if a company fails to call an AGM as required by its articles?
Allotment of shares: must a section 551 authority contain a maximum number of shares that can be allotted on conversion of convertible loan notes where the maximum cannot be calculated when the authority is obtained?
Trading names: what happens if a company’s trading name changes during the term of a contract?
Transfer of shares: could a shareholders’ agreement include an obligation to transfer shares to other shareholder for nil consideration if the transferor dies or becomes terminally ill?
Class rights: is there any issue in including preferential pre-emption rights in favour of some shareholders in a company’s articles? Would such rights be class rights?
Does a company have to have its registered number on its notepaper?
Class rights: can a shareholder’s dividend rights and rights to participate in the proceeds of sale on an exit event be dealt with in a shareholders’ agreement without creating separate classes of shares?
Dividends: can a company pay more than one interim dividend per financial year?
Voluntary strike off: what does 'traded or otherwise carried on business' mean in section 1004(1)(b) of the Companies Act 2006?
AGMs: is it common for companies to propose blanket resolutions ratifying the acts of the board?
When must a shareholders’ agreement be registered?
Preference Shares: can the first dividend entitlement in respect of a preference share equal the subscription price paid for that share and thereafter be of a fixed amount payable annually?
Directors: what are the consequences if the number of directors is less than the minimum in the articles?
Do you have a memorandum of understanding for investment in a company?
Interests in shares: can a section 793 notice apply to nominee companies incorporated outside the UK and does the nominee have to inform its client of receipt of a section 793 notice?
Can articles of association adequately grant a power of attorney?
Articles of association: can you disapply a provision in a company’s articles of association on one occasion only without altering the articles?
Written resolution: can a company amend its articles by way of written resolution?
Allotment of shares: should an allottee of new non-voting shares be required to sign a deed of adherence to a shareholders’ agreement relating to the issuing company?
Death of sole shareholder-director: what can the personal representatives do when a sole shareholder-director dies?
Do you have a general power of attorney?
Allotment of shares: how should a share certificate be executed by a company with one director and no company secretary?
Allotment of shares: does a breach of section 554 of the Companies Act 2006 prevent the shares from being allotted?
Articles of association: do you have any example good leaver/bad leaver articles?
Power of attorney: can a director delegate his functions as a director of a company under a power of attorney? Does the Standard document, Director’s power of attorney: AIM Admission delegate the director’s responsibilities and functions as a director of a company?
Do you need unanimous consent to add entrenched provisions to articles of association?
Drag/tag along rights: do you have a standard form drag and tag clause suitable for use in relation to a private limited company?
Share buybacks: how does a company approve a resolution to buy back its shares when the purchase relates to a percentage of each shareholder’s holding of shares?
Allotment of shares: when are shares allotted? What are the consequences if a resolution to allot shares is taken by an inquorate board?
Is stamp duty payable on a dividend in specie of shares? What should you put in the consideration box on the stock transfer form?
Dividends in specie: do you have any minutes and shareholders resolutions for declaring a dividend in specie?
Overseas companies: what formalities does a Hong Kong company need to comply with to be able to trade in the UK?
Annual return: does an annual return have to include a list of all shareholders each year?
Dividends: do you have a precedent dividend waiver in favour of a corporate shareholder’s parent company?
Company investigations: can the disclosure of confidential information be ordered under section 447 of the Companies Act 1985?
Share buybacks: is it necessary to file a copy of the buyback agreement with the written resolution at Companies House?
Written resolutions: can the members of a parent company require the directors of a subsidiary to circulate a written resolution?
Can you repay monies to a member of a company limited by guarantee?
Articles of association: do you have examples of private company articles incorporating provisions for more than one class of share?
Directors: will model article 14 apply to a director if he is not required to declare an interest that falls within an exception to section 177 CA 2006?
Allotment of shares: what is the meaning of 'section of the public' and 'private concern' in the context of section 756 of the Companies Act 2006?
Share capital: what procedure is required to reclassify existing shares as a new class?
Share buybacks: can a company effectively defer the payment of buyback consideration by taking a loan back of the consideration paid, with repayment to be made in instalments?
Articles of association: which version of Table A will apply?
Will a share swap agreement survive the death of a party?
Company admin: Can a solicitor be authorised to sign a Form NM01 on behalf of their corporate client?
Share buybacks: Can your standard form call option agreement be used to grant a company an option to purchase its own shares?
Resolution: what can a board do about shareholders that are requisitioning frequent meetings?
Voting: how can a corporate member vote?
Dividends: can dividends be paid on nil or partly-paid shares?
How should a proxy appointed as chairman be mentioned in the minutes?
Notice: can a PLC hold an AGM at short notice?
Allotment of shares: can a holding company hold preference shares in its subsidiary?
Allotment of shares: how do you remove a restriction on authorised share capital?
Allotment of shares: can a private company allot shares that are not fully paid on issue?
Allotment of shares: how do you remove a restriction on authorised share capital?
Can you convert a company limited by guarantee into a company limited by shares?
Powers of attorney: when can a power of attorney be irrevocable?
Redeemable shares: what is the simplest way to convert redeemable preference shares into ordinary shares?
Company funding: can a corporate shareholder make a contribution to a subsidiary by way of a gift or loan?
Allotment of shares: can a company allot ordinary shares with differing nominal values?
Articles of association: should the model articles be amended if a company is to have more than one class of share?
Dividends: do you have a precedent dividend policy?
Unincorporated associations: should I use the manager’s residential address or unincorporated associations address when a manager enters into a contract on behalf of a unincorporated association?
Dividends: does a shareholder of a private limited company have a right to a dividend payment?
Share buybacks: can a shareholder decide not to complete a contract for the buyback of shares after the company has authorised the contract by special resolution?
Removal of directors: can a minority shareholder frustrate the procedure under section 168 by refusing to attend meetings of the company to render the meetings inquorate?
Trading disclosures: what legislation governs the disclosures a company must make in its correspondence?
Articles of association: do you have short form articles for a private company formed under the 2006 Act?
Share buybacks: can an employee shareholder sell shares back to the company for cancellation for nil consideration?
Allotment of shares: what is the correct procedure for the allotment of a new class of shares?
Remuneration committees: is it appropriate for a Chairman and CEO to attend remuneration committee meetings of which they are not members?
Articles of association: should a 1985 Act company adopting the Model Articles expressly exclude Table A?
Asset purchases: should an 'excluded liabilities' definition cover all taxation?
Company formation: do you have materials on setting up a business in the UK?
Meetings of directors: can board minutes be kept electronically?
How should I complete a statement of capital when shares have been issued at different premiums at different times?
Dividends: can directors’ loans be used to offset the payment of unlawful dividends?
Articles of association: in what circumstances is background evidence admissible in the interpretation of articles?
Allotment of shares: can a company allot shares pursuant to an authority that does not state a maximum number of shares?
Can a company hold its AGM outside the UK?
Can a share buyback be financed using a loan from a third party?
Resolutions: can a shareholder propose an amendment to a resolution set out in the notice of AGM, substituting the election of an alternative candidate for the retiring director?
Allotment of shares: do you have a resolution to increase authorised share capital?
Notice: does the failure to give requisite notice of an AGM invalidate any resolutions passed at that meeting?
Resolution: can a plc withdraw a resolution once it has been circulated to in the Notice of AGM?
Can anyone attend an AGM?
Are minutes of a meeting conclusive evidence of the proceedings of a meeting?
Class rights: will changing the anti-dilution rights attached to a class of shares constitute a variation of class rights?
Allotment of shares: can an existing company A direct that shares in a new company, that are to be issued in consideration of the transfer by company A to newco of certain assets, be allotted to company A’s members?
Bonus issue: How do you phrase a fractional ratio for the entitlement to bonus shares?
Share transfers: Can jointly held shares be transferred without the consent of all the joint holders?
Model articles: does "majority decision" mean a majority of directors present, or a majority of directors present and voting?
Articles of association: Does Table A still apply or have the provisions been replaced by the model articles?
Overseas companies: when is a US company required to register a UK establishment?
Are there any timing restrictions on what time of day an AGM may be held?
Can a revaluation reserve be capitalised by way of a bonus issue with a view to subsequently reducing share capital to create reserves?
Reduction of capital by way of a solvency statement: when does it become effective?
Share buybacks: can a share buyback be structured by way of an unconditional contract with multiple completions when it has insufficient distributable reserves to purchase all the shares at once?
Shareholder rights: do director-shareholders owe a duty of disclosure to other shareholders on purchase of shares?
Does a company limited by shares have to state in its articles of association that the liability of the members is limited to the amount, if any, unpaid on the shares held by them or can it simply state that the liability is limited?
Share acquisitions: can a company register a transfer of shares before the stock transfer form has been stamped?
Allotment of shares: does section 551 of the Companies Act 2006 apply to preference shares?
Allotment of shares: does a failure to file a SH01 affect the validity of an allotment of shares?
Company meetings and admin: can company records be kept in electronic form?
Company formation and constitution: does Article 109 of Table A include the inspection of board minutes?
Allotment of shares: what is the position where a company has issued shares in excess of its authorised share capital?
Demergers: do you have a precedent for a distribution agreement and related documents for use in an indirect or three cornered demerger?
Can an unincorporated association be a contracting party?
Company names: should new articles be filed on the change of company name of a 1985 Act company?
Company constitution: can a 1985 Act company change its limited liability by deleting the provisions of its memorandum?
Where a company does not have any distributable reserves, can the shareholders simply gift back the shares instead of the company buying them back?
Reductions of capital: can a company reduce its capital without reducing the number of shares in issue?
Share capital: is it always necessary for a private company limited by shares to issue a share certificate?
Company law: what does section 254(6) CA 2006 mean?
Reductions of capital: does a shareholder resolution approving a reduction of capital have to set out the purpose of the reduction and what the distributable reserves are to be used for?
Dividends: where a company has not maintained any board minutes, is a dividend that has been recommended/declared by the directors in a board meeting unlawful?
Share buybacks: is it lawful for payment to be made in advance of completion?
Bonus issues: can a company’s revaluation reserve be capitalised for the purpose of issuing and allotting bonus shares?
Annual report and accounts: what is the position for a (non-quoted) plc which will not have its audited accounts ready by its AGM deadline?
Overseas Companies: what is the difference between setting up a UK subsidiary and setting up a UK establishment (branch)?
Are amounts credited to share premium account considered to be positive net assets in the context of a members voluntary winding up and therefore distributable to shareholders?
Written resolutions: does each member need to sign the resolution separately or should the resolution be signed jointly by the members?
Redemption of shares: can the company treat shares as forfeited or redeemed as a result of sharholder's failure to comply with this obligation?
Company records: do the Companies (Company Records) Regulations 2008 apply to all company records?
Class rights: do you have sample wording for different classes of shares?
Articles of association: can a company lower the 75% requirement for a special resolution to change the articles?
Reclassification: what is the procedure for converting ordinary shares to redeemable shares?
Voting at general meetings: how do joint holders exercise their vote in the absence of express provision in the articles?
Allotment of shares: what is the procedure for converting a loan into equity and will this be an allotment of shares for cash or non-cash consideration?
Class rights: can class rights exist outside a company's articles?
Auditors: can a resolution requiring special notice under section 312 CA 2006 for failure to appoint an auditor under section 515 CA 2006 be given on shorter notice?
Overseas companies: do the trading disclosures obligations in the Companies Act 2006 apply to overseas companies?
Class rights: do you have a written resolution to vary class rights?
Dividends: can dividends be paid to former shareholders and do declared dividends have to be of a specified amount?
AGMs: Is a company still required to hold an AGM if its articles so require?
Share buybacks: have there been any decisions/rulings since the case of BDG Roof-Bond which suggested that payment for repurchased shares can be set-off against liabilities?
Resolution: can a resolution be withdrawn from a meeting?
General meetings: can a company retain the chairman's casting vote?
Allotment of shares: do you have a suitable agreement for the allotment of shares where the subscription price will be paid over an agreed period of time and are there any issues to watch out for?
Written resolutions: will a requirement for unanimity in articles prevail over the 2006 Act?
Denomination of shares: how to create a new class in a non-sterling currency?
Articles: do you have a precedent for a set of articles for a private limited company with more than one class of share?
Asset acquisitions: do you have a hive up agreement?
Appointment of directors: what to do in case of death of all remaining shareholders and directors?
Share capital: what is the difference between share or equity warrants and share warrants to bearer?
Shares: does it matter that a stock transfer form has not been kept after an entry is made in the register of members?
Company names: can you object to a company name being registered by a third party that you have built up goodwill in?
Untraceable shareholders: what is the procedure for buying back/cancelling the shares of untraceable shareholders?
Allotment of shares: do you have a form of agreement for the allotment of shares to a director over a staggered period and are there any particular issues to look out when issuing shares over a period of time?
Can a dissolved company start proceedings in the company’s name before it is restored by court order to the register?
Share issues: is it possible for a share warrant to have an exercise price which is less than the par value of the shares which are the subject of the warrant?
Company admin: does a company have to have a register of charges and/or a register of directors’ interests?
Share buybacks: can a power of attorney be incorporated in a buyback agreement giving the company control over the shares until they are cancelled?
Allotment of shares: is it possible to grant a general waiver relating to all future pre-emption rights? If so, how should this be drafted?
What is the procedure for dissolving barristers' chambers?
Will the grant of shares or options under a share option scheme for the benefit of employees and non executive directors benefit from the exception in section 549(2) of the Companies Act 2006?
Allotment of shares: is the capitalisation of a loan deemed to be 'cash consideration' under section 583 of the Companies Act 2006?
AGMs: are there any circumstances in which a board can ignore a shareholders’ resolution put forward at an AGM?
Share capital: is a nominee shareholder entitled to exercise the voting rights attached to the nominee shares as the nominee wishes?
Transfer of shares: what is the process for transferring shares in a company on the death of a shareholder?
Reduction of capital: where a company is carrying out a reduction of capital immediately before applying for a voluntary strike off, can/should the directors make a solvency statement on the basis that there is no intention to wind up the company in the next 12 months?
Dividends: are there any restrictions on a UK private company paying out dividends in a foreign currency?
Redeemable shares: inconsistency between the wording of sections 687(3) (Financing a redemption) and 692(2) (Financing a buyback) of the CA 2006?
Board meetings: will decisions at a board meeting that becomes inquorate be valid?
Resolutions: when does an ordinary resolution need to be filed at Companies House?
Surrender of shares: can a shareholder surrender his shares in a company by way of a stock transfer form?
Redeemable shares: would it be possible for a company to issue redeemable shares and use the proceeds to buyback ordinary shares from the same shareholders for the same value without any cash having to change hands?
Company formation and admin: can an unincorporated association hold shares in a limited company?
Company formation: do you have articles of association for a single member company?
Powers of attorney: can the attorney execute the same document on behalf of the donor and in his own personal capacity?
Is it possible to determine whether the prohibition against issuing shares at a discount is being infringed when issuing shares on a capitalisation/bonus issue?
Resolutions: Do special resolutions need to be filed with the Registrar of Companies?
Redeemable shares: Would it be possible for a company to issue redeemable shares and use the proceeds to buyback ordinary shares from the same shareholders for the same value without any cash having to change hands?
Stock transfer form: Have you updated the Stock Transfer Form in line with HMRC's latest Stamp Duty guidance?
Allotment of shares: In the case of a company incorporated under the Companies Act 1985, is it necessary to remove a restriction on authorised share capital in the company’s memorandum of association when granting a section 550 authority to allot shares?
Redeemable shares: How can a class of non-redeemable shares be converted into redeemable shares?
Company records: Are companies obliged to destroy draft meeting minutes once the minutes have been finalised?
Can a shareholder surrender their shares for nil consideration and if so how?
Dividend waivers: what is the legislative or common law source regarding the practice surrounding dividend waivers?
Company records and accounts: how long should I keep company records and accounts after dissolution?
Substantial property transactions: do you have a standard set of board minutes to approve SPT?
Directors’ remuneration report: How do I find details of companies which received a large vote against their directors’ remuneration report?
Employee incentives: What are the tax consequences of giving a 50% share of a company to a prospective employee in lieu of bonus, and what documents would be needed to transfer the shares to other shareholders or back to the company in the event that the employee leaves?
Share Buybacks: Can a share buyback agreement be structured on the basis of a split exchange and completion, with payments for the shares being made in instalments in advance of completion?
Share capital: Can a company forfeit shares where the share certificate incorrectly states that the shares are fully paid?
Appointment of directors: can the sole registered member pass a written resolution without complying with the formalities set out in the Companies Act?
Company formation: do you have long-form articles of association?
Annual Return: can a solicitor be authorised to sign an annual return?
Demergers: do you have a share for share exchange agreement to assist with a demerger of a company?
Allotment of shares: Can an authority to allot shares provide for the maximum number of shares to be allotted pursuant to that authority to be determined by reference to a formula?
Directors’ meetings: can a shareholder inspect board minutes?
Corporate redomicile and emigration: how can an Isle of Man registered company redomicile to the UK and what are the tax aspects?
Shares: what options does a private company with Table A articles have for dealing with shares that have been forfeited?
European Companies: Do you have any precedent statutes of an SE that has re-registered from England to Germany?
Shareholder rights: are shareholders entitled to copies of quarterly accounts, year-end accounts and bank statements?
Bonus issues: do shares issued on a bonus issue have to be of the same class as those held by existing shareholders?
Share buybacks: How would a reduction of capital be used to assist a share buyback?
Who can be a holder of a golden share and what are the procedures for issuing and accepting such a share?
Does 'fair value' of share, which is to be determined by an expert according to the Articles of a company, imply that there shall be no discount applied to reflect the minority holding?
What are the procedures for increasing the number of issued shares in a company?
Share warrants: where can I find information relating to them and how do they work?
Is a voting record date in a notice of meeting of a Plus-quoted company invalid?
Is 'group' defined for the purposes of section 345 CA 2006?
Company seals: do you need a new one if you change your name?
Overseas companies: how to establish a presence in the UK and Europe?
How can I find details of companies which proposed a resolution to disapply pre-emption rights over more than 5% of its share capital?
Where a company has a single A share in existence, are there any alternatives to buying it back? The client would like to simply cancel it.
Can a company repay its shareholders’ personal debts?
There is a shareholders’ agreement and a special resolution subsequently passed by majority shareholders, changing the existing articles of the company. Which document prevails?
When changing model article 21, is it possible to refer to a separate document eg. a shareholders’ agreement in the amended articles? Is there an easier way to temporarily suspend it?
Premium listing: what does it mean?
Executive pay: when do the new rules on new shareholder voting rights come into force?
Does PLC have a composite list of all disclosure/documents that a UK listed company needs to have on its website?
Is there any limit on the number of joint holders of a share?
Can a company indemnify a director if it is not empowered to do so under the Articles of Association?
Creating new classes of shares: does any form need to be filed with CH?
Dividends: where is the issue of waiver of dividends discussed in the Companies 2006 Act?
Revaluation reserve: does it constitute distributable profits?
Company records: has any legislation been passed since 2010 or has previous legislation been amended that affects the companies’ record keeping obligations?
Is it possible to approve the re-registration of a plc to a private company, and a capital reduction by directors’ solvency statement (available only to private companies) in one general meeting?
Share buy back in tranches: does the company need to have distributable profits available to buy back all of the shares on the date the contract is execution?
Pre-emption rights: will a disapplication of section 89(1) and 90(1) to (6) of the Companies Act 1985 contained in articles of association still be valid for allotments made now?
Is it possible to structure a share buyback with multiple completions so that a single contract sets out completions on specified dates for different tranches of shares?
Does a purchase of own shares give rise to SDRT?
Written resolutions: is a written resolution under the Companies Act 1985 is valid even if it refers to itself as an ordinary or special resolution?
Trading disclosures: does a UK company have to show the names and registered offices of all companies in its group on its website?
Dividends: If a company has sufficient distributable profits, can a shareholder opt to waive the balance of an outstanding intercompany loan as deemed payment of a dividend instead of waiving a dividend
Substantial property transaction: can it be exempt from shareholder approval on a transaction between a company and a person in his capacity as member?
Do you have a standard share buyback agreement?
Are shares a type of contract?
Can I register a transfer of shares before they have been duly stamped?
How will the company's share capital be affected by the reduction of capital?
Do you have a Stock Liquidity/Redemption Agreement precedent?
What is the procedure for amendments to notice of meeting during notice period?
When is a company dormant?
Can ordinary shares be converted into share warrants to bearer?
What should you do if you lose the company books or they are destroyed?
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