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Company Law
Dividends: is it possible to cancel a final dividend and for the funds to be repaid to the company once it has been declared and paid to shareholders?
Share buybacks: would a share buyback that is subject to completion accounts (and therefore a retention) be void under the CA 2006 as the consideration would not be paid in full at completion?
Articles of association: Do you have precedent articles of association for an unlimited company?
Company formation and constitution: can a company limited by shares be converted into a company limited by guarantee?
Overseas companies: how will the acquisition of an overseas company impact its UK establishment?
PSC register: can a holder of preference shares meet the first specified condition?
Intra-group sale: can the gain resulting from an intra-group sale be distributed?
Allotment of shares: can a company issue shares for different prices at the same time?
Share buybacks: where a company has classes of shares that are voting and non-voting, should only the holders of the voting shares signify their agreement to a written resolution to approve a share buyback?
Reduction of capital: where shares have been issued at a premium with an undertaking to pay, can the share premium account be reduced and the reserve created treated as distributable?
Redeemable shares: is it possible for shares to be redeemed for nil consideration?
Bonus issues: where a company's articles provide that dividends must be paid to all three classes of its shares as if they were shares of the same class, would a bonus issue have to be made to all three classes of shares?
Dividends in specie: if an asset is sold at book value, what is the consideration? If the outstanding consideration is waived, does this amount to a further distribution?
Articles of association: will a reduction in share premium account constitute a return of capital that is subject to the liquidation preference?
PSC register: must a company note an application to prohibit disclosure of protected or secured information in its PSC register?
Board meetings: may parent and subsidiary board meetings be held together?
PSC register: can an individual avoid registration by splitting a shareholding between two corporate entities?
PSC register: should votes be counted on a show of hands or on a poll for the second specified condition?
Reduction of capital: which solvency statement should be used where, following the reduction, a company is to be voluntarily struck off?
PSC register: which trustees are registrable?
Capital contribution reserve: is it possible to capitalise and then reduce the capital contribution reserve?
Resolutions: can a members' resolution be revoked?
Unincorporated associations: how to change objects?
Directors: can a sole director of a private company be the company secretary?
Share capital: would an offer of shares or debentures by a private company to its holding company constitute an offer to the public?
Business names: Can a company register and use more than one business name?
PSC register: disagreement between company and potential RLE as to registrability
Company meetings: if a notice of meeting is posted to a shareholder at an address outside the UK, when is this notice deemed to have been received?
Written resolutions: how does a corporate member signify its agreement to a written resolution?
Share buybacks: would failure to file a special resolution approving an off-market share buyback contract render the buyback void?
Cross option agreement: does a cross option need to be made between all of the shareholders?
Redeemable shares: on a redemption of shares, is a stock transfer form and/or other documentation required?
Written resolutions: can whether a written resolution is passed be determined by reference to the voting rights of eligible members who vote on the resolution?
Allotment of shares: if bonus shares are allotted pursuant to an EMI share option agreement, must the directors be authorised under section 551 of the Companies Act 2006?
Share buybacks: where a public company cancels its own shares (acquired for nil consideration) under section 662, what formalities does it need to comply with?
Transfer of shares: how can a nominee shareholder transfer shares to a different nominee?
Distributions: where a company declares a dividend to a Newco, can Newco itself use the cash it receives to declare dividends?
PSC register: when did PSC obligations come into force?
Bonus issues can a private company capitalise its share premium account to carry out a bonus issue to increase its share capital, and can this be done even where the company will, as a result, have a negative balance sheet?
Distributions/dividends: where a subsidiary wishes to waive a debt owed by its parent, should it declare a cash dividend which could be set off against the debt and does it need to have the cash equivalent on its balance sheet?
Share buybacks: can a cross option agreement between a member and the company constitute an off-market buyback contract?
Liability of shareholders: if the shares of an unlimited company are held by a nominee shareholder and the company fails to discharge its debts, would the nominee or the beneficial owner be liable? If the nominee is liable, will they be indemnified?
Company administration: what should you do if you register Form SH08 twice against the same company?
Share buybacks: where a shareholders' agreement is made between the company and all of the shareholders, and makes provision for a buyback, is it necessary to execute a further buyback agreement?
Redeemable shares: can a public company redeem redeemable shares out of capital? Can a special resolution still be passed if the number of shareholders entitled to vote is less than 75%?
Transfer of shares: what type of resolution would be required to temporarily disapply a pre-emption right on transfer in the company's articles?
Share buybacks: if the company has the right to purchase a leaver's shares, must the share buyback procedure in Part 18 of the Companies Act 2006 be followed?
General meetings: does regulation 54 of Table A preclude virtual meetings?
Directors: is there an update on when the prohibition on corporate directors is likely to come into force?
Written resolutions: if the company's articles require resolutions to be passed in general meeting, can a resolution that is not required by the Companies Act 2006 nevertheless be passed as a written resolution?
Reduction of share premium account: can a company reduce its share premium account without cancelling any shares?
PSC register: can a minor be a registrable PSC?
Demergers: does the value of the dividend in specie need to be determined at the time the dividend is declared?
PSC register: can an executive non-departmental public body be a PSC or an RLE?
Share buybacks: can a company's management accounts be used to justify a share buyback out of distributable profits, where the most recent filed accounts do not show sufficient distributable profits?
Share buybacks: where a company has sufficient distributable reserves, can it use the proceeds of a bank loan to fund the payment for a share buyback?
PSC register: can a notice under the PSC regime differ from the form set out in non-statutory guidance?
Share capital: can shares be held on trust for a beneficiary without the beneficiary's knowledge?
Share buybacks: what are the consequences of a company buying back its shares out of capital without following the correct statutory procedure and what can be done to remedy the situation?
Revaluation reserve: does a negative revaluation reserve need to be taken into account when determining distributable profits or can it be treated as an unrealised loss and not be off-set against realised profits?
Share certificates: what date should be included in a share certificate?
Share buybacks: where a company purchases shares out of capital pursuant to an employees' share scheme, how does the time limit for the surrender of the shares relate to the effective date of the resolution?
Written resolutions: if the company fails to circulate a written resolution proposed by members, and the members circulate and pass the resolution, would section 293(7) of the CA 2006 make the resolution valid?
Written resolutions: can a company's articles include a provision that deems a member's agreement if the member does not respond to a proposed written resolution within a specified time frame?
Company meetings: can a person other than the registered member exercise the right to vote attached to the shares in the company?
Share capital: can a company issue nil paid shares?
Company meetings: Can a company post a proxy form on its website, or should it be sent in hard copy?
Company meetings: may a corporate member appoint a standing proxy?
Company administration: is a decision of the directors or an ordinary resolution required for a company to elect after incorporation to keep certain information on the central register?
Dividends: can a subsidiary pay a distribution in specie in lieu of a debt owed to it by its holding company?
Reduction of capital: can a company cancel its preference shares and transfer to the holder, as consideration, issued shares of another class?
Share capital: how can a company force a minority shareholder to give up his shares?
Written resolutions: where shares are held by a nominee shareholder on behalf of a beneficial owner, must a written resolution be signed by that nominee shareholder?
Dividends: can a private company propose a dividend for an unspecified amount?
PSC register: can an attorney under a continuing power of attorney be a PSC?
PSC register: will a majority shareholding meet the third specified condition?
PSC register: can personal representatives (including executors) be PSCs?
PSC register: will an attorney under a lasting power of attorney be a PSC?
Share buybacks: where Form SH03 requires stamping, what is the date of cancellation of buyback shares for the purposes of the register of members and Form SH06?
Share buybacks: where a company fails to buy back shares, would the shareholder be able to claim for the purchase price of the shares or only for losses otherwise arising from the failure to buy back?
Dividends: where interim accounts are used by a public company to justify a distribution, do they have to be filed at Companies House before the dividend is declared by the directors or before it is paid?
Share premium account: can share premium be used for working capital purposes or to pay other debts/expenses of the company or must it first be reduced by means of a reduction of capital?
Stock transfer form: does an error in the name of the transferee company affect the validlity of the transfer?
Transfer of shares: if the consideration for a transfer of shares is subject to adjustment by way of a completion accounts mechanism, and the transfer form has been provisionally stamped, can the transfer be registered and the certificate issued?
Company meetings: can a shareholder challenge the accuracy of the minutes of a general meeting?
Written resolutions: if the articles of a private company provide that a resolution to approve a share buyback must be passed at a general meeting, can the company use the statutory written resolution procedure?
PSC register: section 790D(2) notice
Reduction of capital: where a company's liabilities exceed its assets, can the directors still make the solvency statement?
Reduction of share capital: is it necessary to specifically refer to a reduction of the share premium account or is it sufficient to refer to a reduction/cancellation of shares?
Company formation: what are the standard memorandum and articles of association that apply on the incorporation of a company? Can a company be registered without either of these documents?
Resolutions: What form should the resolution proposed at a meeting convened under section 656 of the CA 2006 take?
Trading disclosures: if a large number of companies are registered at one office, is it necessary to display the registered name of all companies at that office?
Reduction of capital: what if not approved by all shareholders in a class?
Company meetings: if a notice of meeting includes a special resolution to alter articles of association and attaches a draft, can this draft be amended before the resolution is passed if the text of the special resolution itself remains unchanged?
Distributions: where a subsidiary has given a loan to its parent and that parent can no longer repay the loan such that the loan is impaired in the subsdiary's accounts, does this amount to a distribution?
Can the articles of association of a charitable company be amended to enable a majority of directors to take a decision by electronic communication?
Share capital: what must be done with the proceeds of the sale of shares of untraceable shareholders?
Company administration: in which court should an application for an order for rectification of the register pursuant to section 1096 of the Companies Act 2006 be made?
Allotment of shares: can a company incorporated under the CA 1985 adopt new articles that authorise the directors to allot shares under section 550, or must a separate resolution be passed to confer this power?
Share buyback: can a company with a sole shareholder carry out a share buyback?
Share buybacks: where a company wishes to buyback shares in three years' time but cannot guarantee that it will have sufficient distributable profits with which to purchase the shares, are there any alternatives?
Share capital: how do you create a new class of shares?
PSC register: is a local government department registrable?
Reduction of capital: where shares are cancelled as a result of a reduction of capital, does the company need to file SH06 in addition to SH19 at Companies House?
PSC register: if a decision requires unanimous shareholder approval, will a 10% shareholder hold significant influence or control?
Reduction of share premium account: can the amount by which the share premium account is reduced be returned to only one of the company's shareholders (whose shares were not issued at a premium)?
Must PRs act jointly when transferring shares?
Financial and narrative reporting: must a company lay its annual accounts before the company in general meeting before they are filed at Companies House?
Share buybacks: can a company repurchase its own shares for nil consideration?
Who is responsible for maintaining a PSC register once the company has entered liquidation?
Treasury shares: where a company wishes to hold its shares in treasury, is it sufficient for the departing shareholder to simply sign a stock transfer form in favour of the company?
Share buybacks: where a company is proposing to finance a buyback of shares through the proceeds of a new issue, what is the authority for stating that the new issue of shares must be for cash?
Reduction of capital: can the solvency statement procedure be used to cancel unpaid shares, and would a reserve be created in this scenario?
Reduction of share premium account: is it necessary to file a form SH19 on the reduction of a share premium account?
Written resolutions: can a written resolution be passed using online survey software such as survey monkey?
Share buybacks: where a company has carried out a share buyback but shareholders failed to approve the buyback, can the buyback be ratified by a resolution of the shareholders?
Registered office: how to rectify an incorrect registered office address for a company?
Share buybacks: can a private company be given a general authority to repurchase its shares at a fixed price, on fixed terms?
PSC register: can a Japanese company be an RLE?
PSC register: is there a prescribed form for a PSC register?
Share buybacks: would a loan from a bank to fund a share buyback mean that the buyback is funded out of capital?
Reduction of capital: where a company extinguishes the liability on partly paid shares, what is the resulting amount of paid up capital and the nominal value of the shares for the purposes of Form SH19?
Partly paid shares: how can a company, with consent of the relevant shareholder, get rid of partly paid shares?
Dividends: can a company pay a dividend to a former shareholder who has transferred its share in the management company and interest in a leasehold property?
Do you have any resources on the conversion of an LLP to a limited company?
Share buybacks: does a small company that is exempt from audit under the CA 2006 still need to provide an auditor's report when buying back shares out of capital?
Share buybacks: can a company approve an agreed form of share buyback contract, with a price to be determined by the directors, without needing separate shareholder approval for each contract?
Company meetings and administration: is a court order required to correct an error in the company's register of members?
Shares: can a company hold its own shares in its own name?
Share buybacks: can a selling shareholder vote on a written resolution to approve an off-market buyback in respect of the shares that he is not selling?
Share buybacks: where a company is repurchasing the shares of a person leaving the business, can they be repurchased at nominal value or does the company need to pay fair value for them, and are there any tax implications?
PSC register: can a liquidator be a PSC and must a register note the company's liquidation?
PSC register: can a Canadian company listed on the NYSE be a relevant legal entity?
Dividends: where a shareholder resolution declaring a dividend does not specify the date when it is payable, when is the dividend due and payable?
Share buybacks: where a company with two shareholders is proposing to buy back shares, who is an eligible member for the purposes of the written resolution to approve the buyback agreement?
Distributions: where a subsidiary releases a sister company from a debt, does this amount to a distribution?
Share buybacks: does Part 18 of the CA 2006 apply to a buyback of shares from a senior executive, and is it possible for the shares to be paid for in instalments?
Dividends: where a company has a sole shareholder, does the shareholder need to approve the payment of any dividend that it will receive?
PSC register: which entities are not required to keep a PSC register?
PSC register: will a PSC's date of birth and home address be available at Companies House?
PSC register: does a community interest company have to keep and maintain a PSC register?
PSC register: how to record required particulars of a RLE if its EU home state does not have a companies registry?
Share buybacks: are there any restrictions for a company with Table A 1948 articles wishing to buy back its shares using distributable profits?
Dividends: can a company pay different rates of dividend on different classes of shares if there is nothing in the company's articles setting out the differing rates?
Share buybacks: instead of cash on completion, can the consideration for buyback shares be credited to a director's loan account?
Share capital: do contractual pre-emption rights on the transfer of shares in the articles apply to a gift of shares made by a member to the company?
Reduction of share premium account: can the full amount of the share premium account be cancelled and the reserve created treated as distributable?
Share buybacks: where a company is guaranteeing monies to be paid under an anti-embarrassment agreement to a departing shareholder, would such guarantee breach section 691 of the CA 2006?
PSC register: will a community benefit society have to keep a PSC register?
Reduction of capital: can the amount reduced on a reduction of share premium account be repaid directly to shareholders?
PSC register: does a subsidiary of a plc have to investigate above that plc under the PSC regime?
Companies Act 2006: guidance on definitions of subsidiary and holding company in section 1159 of the Companies Act 2006 and its application to a chain of companies
PSC register: is a public limited company required to keep a register of people with significant control?
If a shareholder dies and the articles contain pre-emption rights to the other shareholders, can the shares be transferred to the beneficiary in the will or do the other shareholders have the right to buy them first?
Allotment of shares: what is the position where a company has issued shares in excess of its authorised share capital?
Overseas companies: does an overseas company with a registered branch in England that wishes to relocate its branch to Edinburgh need to close the registered branch in England and open a registered branch in Scotland?
Class rights: what rights are attached to a company's different classes of share, if the articles do not specify any rights?
Conversion of shares: can redeemable preference shares be converted into preferred ordinary shares and, if so, what is the procedure to effect this?
Distributions in specie: is shareholder approval required for a distribution in specie, even where the value of the distribution is treated as zero by virtue of section 845 of the Companies Act 2006?
Share buybacks: is HMRC clearance required in advance of a private limited company buying back its own shares?
PSC register: will the requirement to keep a PSC register apply to statutory corporations?
Distributions: would the transfer by a subsidiary to its parent of an interest in a property lease for no consideration constitute a distribution, even if there are liabilities and obligations attached to the interest?
Waiver of dividends: what are the consequences of dividend waivers that have been entered into after the dividends have been declared and/or paid?
Share buybacks: does a director, whose shares are being repurchased out of capital, need to sign the directors' statement?
Dividends: is a buyer of shares in a company entitled to receive a dividend in specie declared in favour of it, before he has been entered in the company's register of members?
Can a shareholder of the parent company request disclosure of a subsidiary director's service agreements under section 228 of the Companies Act 2006?
Share buybacks: where repurchased shares are to be cancelled (instead of held in treasury), does the cancellation take place automatically or does the company need to carry out a formal reduction of capital?
Share capital: what is the process for changing a company's shares from £1 each to 1 pence each?
Share buybacks: is it possible for a company to repurchase shares for nil consideration and therefore avoid the requirement for distributable reserves?
Company administration: do the Companies (Company Records) Regulations 2008 apply to a request for inspection of the members' register? What must the company do at the end of the five working day period specified in section 117 of the Companies Act 2006?
Share capital: is the sale of shares by the directors under a power of sale to enforce a lien caught by contractual pre-emption rights on the transfer of shares in the articles?
Unlawful dividends: does Practical Law have any precedent deeds of release in relation to an unlawful dividend?
Redemptions out of capital: is it possible to rely on section 692(1ZA) of the Companies Act 2006 for a redemption out of capital?
Bonus issues: can a company declare a bonus issue in respect of a non-round number of shares?
Reduction of capital: where a company reduces the nominal value of its shares, does this also constitute a sub-division?
Share buybacks: would an anti-embarrassment provision render a share buyback void?
Changing the nominal value of shares: what is the process for reducing a company's share capital?
Share buybacks: can a company repurchase a large quantity of shares for a negligible amount under the de minimis cash exemption?
Share buybacks: do multiple SH03 forms need to be completed and is a stock transfer form required?
Distributions: what are the consequences of a property being transferred to a parent with the purchase price being left outstanding and then written off?
Share buybacks: can a sole member sign a written resolution to approve the buyback of non-voting shares?
Share capital: can a beneficial owner be named on a share certificate? Can an English limited partnership be the beneficial owner of shares?
Share buybacks and reductions of capital: can either be used to return value? Why choose one over the other?
Charitable companies: directors to retire by rotation and submit themselves for re-election at annual general meetings: what forms need to be filed?
Dividends: is it possible to create an immediately payable debt in respect of an interim dividend in advance of actual payment?
Company meetings: should the company circulate a copy of new articles proposed to be adopted by special resolution with the notice of meeting?
General meetings: if a company has provision in its articles for advance voting on a poll, must the votes on a resolution at the general meeting be on a poll?
Co-operative societies: should directors of a society refer to section 172(1) of the Companies Act 2006 when discharging their duties in board minutes?
Company meetings: does a company have the power to eject a disruptive shareholder from the company's annual general meeting?
Unincorporated associations: incorporating the association: does each member of the association have to consent to become a member of the new company?
Company meetings: can a nominee shareholder vote shares for and against a resolution?
Strike-offs: Can a reduction of capital be undertaken within 3 months of the application being made?
Reductions of capital: Can a director sign a solvency statement to be left undated?
Treasury shares: is a stock transfer form required when shares are transferred or sold out of treasury?
Bearer shares: can an indemnity be accepted for a lost bearer share certificate?
Share buybacks: Can an unlimited company pay in instalments?
Waiver of dividends: what amount should be recommended by directors/declared by the company in the event that two out of three shareholders wish to waive their right to an interim dividend?
Interim dividends: is it possible to establish a legally binding obligation in respect of an interim dividend before it is paid?
Are personal representatives of deceased shareholders bound by provisions in shareholders agreements?
How does a company owned by certain long leaseholders that acquired the freehold to the property allow other long leaseholders to become shareholders?
Can the members of a charitable company control admissions to membership?
Charitable companies: how does a charitable company limited by guarantee change its objects?
Redeemable shares: If a company has a contractual right to buy back ordinary shares from a shareholder in certain circumstances would those shares become redeemable shares?
How does a company grant a power of attorney to someone to act on its behalf?
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?
How do you transfer a loan note?
Allotment of shares: do you have a resolution to increase authorised share capital?
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?
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?
Notices: do ‘clear days’ include or exclude weekends and public holidays?
Share capital: what is the process for the forfeiture of unpaid shares?
Share buybacks: is a stock transfer form required where repurchased shares are to be held in treasury?
Dividends in specie: can a company transfer a debt owed to it by a third party to a shareholder as a dividend in specie?
Shareholders' agreement: will an agreement to transfer shares override the contrary provisions of a will?
Can a company go into MVL where some of its shareholders cannot be found?
Can a company amend its articles of association in any way other than by special resolution?
Capitalisation of reserves: can a company with significant losses capitalise its reserves to issue bonus shares?
Share premium account: is it possible to allocate a portion of nominal share capital to the share premium account?
What is the difference between a "subsidiary" and a "subsidiary undertaking" and between a "holding company" and a "parent undertaking"?
Can the beneficial interest in shares be transferred to a company prior to the legal interest?
Where shares are issued without authority, should the shareholders who received those shares vote on any ratifying resolution?
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?
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?
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?
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?
Distributions: will writing off an intra-group loan create profits available for distribution?
How would you provide for business succession in a will and a shareholders agreement?
Objects: is Form CC04 the correct notice to lodge when filing completely new restricted objects?
Directors' decision-making: which model articles for private companies relating to directors' decision-making apply to single director companies?
Written resolutions: when adopting new articles, must the resolution set out the proposed amendments in long form?
Reduction of capital: will a reduction of capital by way of the solvency statement procedure always result in the creation of a reserve?
Redeemable shares: what is the procedure for redeeming preference shares out of capital and what resolutions and forms are required?
Bonus issues: which provision of legislation requires the articles to expressly authorise the capitalisation of a non-distributable reserve into bonus shares?
Reorganisations: can a subsidiary hold shares in its parent if those shares were held before it became a subsidiary?
Articles of association: when will an amendment of articles take effect if the objects are being simultaneously amended?
What happens to shares that are forfeited under the articles of a company?
Directors' conflicts: can a board approve circulation of a written resolution where all directors are also directors of the parent company sole shareholder?
Objects: can a company delete its objects by adopting articles that make no reference to the old-style memorandum?
Would a form SH10 be required on a redesignation?
Articles: do you have a precedent shareholder resolution for the adoption of new articles of association?
Share buybacks: does a Form SH03 need to be filed?
How do you reconstitute statutory books that have been lost or destroyed?
Is stamp duty payable on a dividend in specie of shares? What should you put in the consideration box on the stock transfer form?
Is a transfer of loan notes subject to stamp duty and if so, can section 42 relief be claimed?
What are the tax and company law implications of a share buyback with multiple completions?
Distributions: should directors have regard to performance subsequent to the last accounts date?
How should a capital contribution be documented?
Transfer of shares: can a transferee compel a company to register a transfer of shares?
Group reconstruction relief: do you need a declaration of solvency?
Share buybacks: can a company buy back shares into treasury when it does not have sufficient distributable reserves but does have sufficient share premium?
Section 793: is there a requirement to provide details of the dates of acquistion of interests when responding to a section 793 notice?
Share buybacks: what are a shareholder's remedies where a company has agreed to buy back shares but does not have sufficient distributable profits to do so?
Distributions: do the statutory restrictions continue to apply while a company is in administration?
Share buybacks: from when does the period for filing start to run? What date should be inserted in the register of members for the buyback?
Bearer shares: how must notice be given to bearers of share warrants under the Small Business, Enterprise and Employment Act 2015?
Company names: can a company call itself a holding company when it is not in fact a holding company?
Companies House: how can I correct an error in a return of allotment filed at Companies House?
Can a former shareholder request information from a company that it was entitled to when it was a shareholder and which related to a period when it was a shareholder?
Shareholders' agreement: are the parties able to prevent one party from assigning rights under the agreement to a third party?
Share capital: where a shareholder proposes to create a legal mortgage over shares, will the company's register of members need to be updated? Will stamp duty be payable?
Redeemable shares: terms of redeemable shares
Unlimited companies and share buybacks
On a written resolution to approve a share buyback, if shares are jointly held by parents on trust for their child, must the parents sign the written resolution?
Dividends: can a waiver of an amount owed by a company constitute distributable profit?
Distributions: is a charitable donation made by a company to its parent (which is a charity) classed as a "distribution"?
Section 793: should a response to a section 793 notice include short positions held as CFDs?
Share buybacks: will an authorisation in articles that refers to section 692(1)(b) be valid if the section number in the Act changes?
Dividends: where dividends on shares have been declared but not paid and the shares are subsequently transferred, who is entitled to the dividends?
Reductions of capital: can a 75% shareholder remove a minority shareholder against its will?
Do you have a summary of provisions under the Companies Act 2006 which, under the transitional provisions, do not apply automatically to companies incorporated under the Companies Act 1985?
Share buybacks: where a departing shareholder transfers his shares to the company in accordance with the articles, does this amount to an off-market buyback that is not in writing?
Distributions: can a distribution be made by reference to a record date that predates the declaration date?
If a company purports to enter into an agreement before it is incorporated, what are the consequences?
Company administration: is it possible for a company to have a "virtual office" as its registered office?
Share buybacks: what is the reason behind Practical Law's cautious view that payment for buyback shares must be in cash?
Employee shareholders: do shares have to be subscribed at market value or nominal value?
Trading disclosures: must a private limited company include the word "limited" in its business cards?
Company meetings: what are the consequences of a company holding a general meeting at which resolutions were passed, where the requisite notice was not given?
Treasury shares: Where a company has no distributable reserves, is there a procedure whereby it can buy back shares that are to be held in treasury?
Company accounts: can a minority shareholder require the company to raise his queries on the accounts with the auditors?
Charitable company limited by guarantee: can members propose resolutions to be passed at the annual general meeting?
Articles of association: how do we ensure that a company's articles of association cover authority for the company to act as executor, trustee and attorney?
Company meetings: does a company secretary have the right to attend a general meeting of the company?
Company accounts: if a company shortens its accounting reference period, what is the deadline for filing the accounts for that period?
Register of members: can the beneficial owner of shares be included in the register of members?
Should directors be registered at Companies House under their legal names or the names by which they are known for business purposes?
Do members of company limited by guarantee have to have regard for the objects of the company when exercising their voting rights? Would the answer be different if the company was a charitable company?
How do you call a general meeting of a right to manage company?
Company names: how can a company swap its name with another company?
Written resolutions: is it possible for an attorney to sign a written resolution on behalf of a member?
Preference shares: can preference share rights be amended to remove any outstanding dividend payments?
Forfeiture of shares: what options does a company have for dealing with forfeited shares?
Does the issue of a golden share containing rights to a first capital distribution priority dividend and enhanced voting rights to prevent a variation of the rights attaching to the golden share constitute a change of control?
Annual returns: do you need to give details of individuals who held shares between annual returns but not at the date of the latest annual return?
Company meetings: if a special resolution to adopt new articles of association is proposed, must a copy of the proposed new articles be circulated with the notice of general meeting?
Articles: when do articles take effect if the objects are being altered?
Articles: can the subsidiary articles be used for an overseas parent?
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?
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?
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?
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?
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?
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?
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?
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?
Reductions of capital: can a solvency statement be given if the company is to hive up its business?
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?
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?
Allotment of shares: what is the impact of a Form 88(2) that shows an amount owing on shares, when there should be no amount owing?
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?
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?
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?
Can a company, which is in Administration, effect a Capital Reduction (using a solvency statement procedure)?
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?
Shareholders' agreements: does a deed of adherence need to be signed by the company and the existing shareholders?
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?
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: 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?
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?
Can a company issue shares with rights to dividends, reduced voting rights and no capital value?
Return of capital: is there a simple procedure to return capital (other than an MVL)?
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?
Share buybacks: is it possible to insert warranties into a share buyback agreement and what would the remedy be for breach?
Redesignation: can you convert some shares only of a particular class into a different class of shares?
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?
Does a company limited by guarantee under the 1929 Companies Act need to update their articles and memorandum?
Share capital: in respect of a dormant company which is to be wound up, how should nil paid shares be dealt with?
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?
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: what is the process for reducing a company's share premium account?
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?
Redeemable shares: is class consent as well as general shareholder approval required to amend the terms of redeemable shares?
What is the legal position if a company disposes of all its assets?
Section 793 notices: what information is deemed to confirm the identity of a person interested in the relevant shares?
Capital contributions: how can a shareholder inject cash into a company otherwise than as subscription moneys?
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?
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?
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?
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?
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?
Reduction of capital: are there any particular filing requirements for a reduction of the capital redemption reserve?
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?
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?
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?
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?
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?
Does a company limited by guarantee have to file evidence of who its 'members' are at Companies House?
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?
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?
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?
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?
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?
What is the difference between a ‘member of its committee’ and a ‘director’ of an IPS and is there a provision in the IPS legislation that is equivalent to section 40 of the Companies Act 2006?
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?
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?
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?
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?
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?
Reduction of capital: can an unlimited company reduce its capital redemption reserve by special resolution?
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?
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 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?
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 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?
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?
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?
Can a community interest company require board decisions by unanimous vote if they wish or does the law require majority vote?
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?
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?
Should a disputed claim be taken into acount when determining whether a distribution can be made?
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?
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?
Is it possible to include a provision in a Company's articles that prohibits one class of shares from selling their shares to anyone else other than a shareholder from another class?
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?
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?
Does s994 of the Companies Act 2006 apply to Companies Limited by Guarantee?
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?
Overseas companies: if the directors of an overseas company are making business decisions in the UK, could this be regarded as a 'place of business' for the purpose of the Overseas Companies Regulations 2009?
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?
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?
Do you have a list of matters requiring a special or ordinary resolution under the Companies Act 2006?
Would a conversion of redeemebale shares into ordinary shares constitute a variation of class rights?
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?
Reduction of capital: can the amount paid up on each share be reduced and the reserve arising on the cancellation be distributed?
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?
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?
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?
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?
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?
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?
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?
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?
Must a company limited by guarantee issue a membership certificate to its members?
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?
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?
Do you have a precedent for a resolution appointing auditors of a public limited company?
Can a company limited by guarantee be a subsidiary of another company?
Transfer of shares: can a shareholder transfer shares for less than market value?
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?
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?
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?
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?
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?
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?
Company admin: does the limitation in section 42 of the companies act 2006 apply to a company that is a trustee of a charity but not a charity?
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?
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?
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?
Where can I locate a copy of the Table A equivalent for a company limited by guarantee?
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?
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?
Reduction of capital: do accumulated losses have to be taken into account when carrying out a reduction of capital?
Interpretation: is a limited liability company covered by the definition 'person'?
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?
Companies House: can an inaccurate statement of share capital in form IN01 be rectified at Companies House?
Articles: must a provision for entrenchment be set out in a standalone article?
Company names: are 'limited' and 'ltd' interchangeable when referring to a company name?
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?
Allotment of shares: can a pre-emption right be waived orally?
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?
Written resolutions: can a public company’s articles override the statutory position and use a written resolution?
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?
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?
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?
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?
Charities: what rules apply when a registered charity adopts a new trading name?
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?
Charity incorporations: do the restrictions on dispositions of charity land apply when an unincorporated charity restructures as a charitable company?
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?
Powers of attorney: can you grant an attorney power to conduct litigation on the donor’s behalf?
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?
Allotment of shares: why does your standard clause permit allotments after the expiry of the 5 year authority to allot?
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?
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?
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?
Maintenance of capital: can a reduction of capital be undertaken where only some shareholders have their shares paid up and not others?
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?
Companies limited by guarantee: can a company limited by guarantee grant security generally and, specifically, over the guarantee amount?
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?
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?
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?
Powers of attorney: is it possible to sign a personal services contract under a power of attorney?
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?
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?
Company names: can a company incorporated in England and Wales be registered with more than one name?
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?
Share reclassification: can treasury shares be reclassified?
Share buybacks: can share buybacks take place at different prices?
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?
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?
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?
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?
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?
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?
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?
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?
Overseas companies: how does an overseas company open a UK establishment?
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: is a company allowed to keep its register of members at a different single alternative inspection location to its register of directors?
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?
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?
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?
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?
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?
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?
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?
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?
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?
Do companies limited by guarantee have to be not for profit organisations?
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?
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?
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?
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?
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?
Shareholders' agreement: can an investor conclude a shareholders' agreement with a company before becoming a shareholder?
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?
Share transfers: is a stock transfer form required to transfer the legal title to shares?
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?
Re-registration from public to private: what is the procedure for sending out the notice of general meeting to shareholders?
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'?
Company administration: what is the position in relation to an untraceable shareholder?
Single member companies: are provisions in the articles of association relating to 2 or more members overridden by the Companies Act 2006?
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?
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?
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?
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?
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?
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?
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?
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?
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?
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?
Articles of association: which version of Table A will apply?
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?
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?
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?
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?
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?
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?
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?
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?
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?
Can a revaluation reserve be capitalised by way of a bonus issue with a view to subsequently reducing share capital to create reserves?
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?
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?
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?
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?
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?
Written resolutions: does each member need to sign the resolution separately or should the resolution be signed jointly by the members?
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?
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?
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?
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?
Company formation: could it be discriminatory to set up a not for profit organisation with a female only membership?
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?
Asset acquisitions: do you have a hive up agreement?
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?
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?
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?
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?
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?
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?
Interpretation: Companies Act 2006: does the definition of 'subsidiary' and 'holding company' in s.1159 CA 2006 apply to overseas registered companies?
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?
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.
There is a shareholders’ agreement and a special resolution subsequently passed by majority shareholders, changing the existing articles of the company. Which document prevails?
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?
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?
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?
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
What conditions need to be satisfied for a same day re-registration of a public company as a private limited company?
Do you have a standard share buyback agreement?
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?
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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