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Company Law
Companies limited by guarantee: how can a member be removed?
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?
Companies limited by guarantee: can a company adopt bye-laws to govern the proceedings of a committee? Will these form part of the articles?
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"?
Company formation and administration: do you have any guidance on changing from a Scottish-registered company to an English-registered company?
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?
Does article 34 of the model articles require the declaration of a specified cash amount in the first instance or can the directors simply declare a dividend in specie?
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?
How are assets distributed on a winding up where there is a prohibition on the distribution of assets to members in the articles of association?
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?
Can shareholders amend the articles of a company so as to enable it to be wound up by an ordinary resolution?
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?
Are directors permitted to "declare a dividend" without seeking shareholder approval? If so, does the declaration of a dividend automatically create a debt?
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?
Share capital: can a company cancel shares without having to buy them back?
Dividends: can a beneficiary under a will receive dividends before grant of probate is received?
Restoration of dissolved companies: what processs may be used to restore to the register a dissolved company that was struck off for failure to file its annual return?
Share buybacks: where the company covers the cost of entering into a buyback agreement and gives indemnities in favour of the seller, do these form part of the consideration of the buyback shares?
Company names: can a company change its name to that of a dissolved company?
When will the practice note on industrial and provident societies be updated to reflect the co-operative and community benefit societies act 2014?
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?
Company records: what provisions of the Companies Act 2006 enable a third party to inspect the company's statutory registers?
Share buybacks: are multiple completion buyback agreements where beneficial ownership transfers on exchange but legal ownership transfers subsequently compliant with the Companies Act 2006?
Share buybacks: how is cash returned to the shareholder whose shares are acquired?
Reduction of capital: is the reduction applied pro rata among shareholders? Can it be applied otherwise with consent?
Can a nominee shareholder make a nomination of voting rights under section 145 of the Companies Act 2006?
Pre-emption rights: if shares do not have the right to vote, can they be "ordinary shares" for the purposes of the statutory pre-emption right in section 561 of the Companies Act 2006?
Allotment of shares: if a public company contracts with a third party to provide services for cash but is unable to pay, and the parties agree to settle the debt by an allotment of shares in the company, is this for cash or non-cash consideration?
Articles of association: where a company has been registered with bespoke articles that do not explicitly exclude the model articles, will the provisions of the model articles form part of the company's articles?
Can unincorporated bodies become members of a company limited by guarantee?
Written resolutions: if the articles provide that the executors of a deceased shareholder's estate are not entitled to vote, will they be "eligible members"? Will the executors be deemed to have voted against the resolution?
Does an ordinary resolution approving a variation to an off market own share purchase contract need to be filed at Companies House?
Distributions: how do you value a business transfer?
Reduction of capital: can I reduce capital to £1 and then strike off?
Would the discharge by a subsidiary of a parent's debt to a third party be considered a deemed distribution to the parent?
Distributions: does a surrender of losses constitute a distribution?
Community interest companies (CICs): are there any restrictions on who can be a shareholder of a CIC?
Dividends: where there are uncashed dividend cheques in issue, how long should a company wait before being put into an MVL?
Does the chairman of an AGM of a listed company have to recite the full text of each of the resolutions before putting the resolution to the vote?
Electronic communications: is a shareholder resolution required for a company to be able to send communications to its members either in electronic form or by means of a website?
Allotment of shares: can the call be satisfied by subsequent services provided by the shareholder to the company?
Written resolutions: if the members change after the board resolves to propose a written resolution, should the resolution be circulated to the members as at the time of the board resolution or as at the circulation date?
Gifting shares: can a company hold shares in itself?
Company records: is a company required to keep a hard copy of a members' resolution? If a member requests a hard copy, but there is only a scanned copy, what is the procedure?
Following a re-registration from unlimited to limited, what form of statement of capital should the company submit?
Resolutions: where the Companies Act 2006 requires an ordinary resolution, can the articles require a higher majority?
Class rights: when only one class of shares is in issue, is class consent required to vary the rights attached to those shares?
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?
Reductions of capital: should the share premium account be repaid to the shareholders on a pro rata basis or should it be repaid on the basis of the premium each shareholder paid on his or her shares?
Share buybacks: in connection with a purchase by a company of its own shares, could the seller of those shares take security from the buying company?
Will a not for profit sporting organisation (a golf club) fall into the first condition of regulation 3, part 2 of The Company and Business Names (Miscellaneous Provisions) Regulations 2009?
Company administration: is a company required to include the registered office or principal office address of a corporate member in its register of members?
Pre-emption rights: is shareholder approval required to disapply provisions in the articles for employee share scheme options?
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?
Is a company required to give written notice of its intention to terminate the appointment of a company secretary?
Company administration: what is required to be filed at Companies House where a special resolution is passed in general meeting?
Will an administrator sign an indemnity for a lost share certificate?
Can a member of a company limited by guarantee propose a resolution for consideration at a general meeting?
Do you have a precedent for the formation of an unincorporated association?
If the articles provide that a quorum should be two, can one shareholder, acting as proxy for another form a quorum at a general meeting?
Class rights: can the articles provide that class rights can be varied with the consent of all shareholders (with no specific consent of the affected class required)?
Resolutions: what is required for a resolution to be a special resolution? Is a special resolution required to dispose of an asset? Does Companies House need to be notified?
Share capital: can a private company require that a nominee shareholder disclose the beneficial ownership of the shares?
Company meetings: if a chairman is appointed as a proxy for more than one member, how many votes does the chairman have?
Can a dividend payment skip an intermediate company in the corporate chain?
Can a company, which is in Administration, effect a Capital Reduction (using a solvency statement procedure)?
Share allotments: does model article 22(1) override section 550 of the Companies Act 2006?
Registered office: after a company changes its registered office address by notice to Companies House, how long does the company have to change the address on its documentation?
Shareholders' agreements: does a deed of adherence need to be signed by the company and the existing shareholders?
Shareholder resolutions: does the Companies Act 2006 require any resolutions to be filed with the articles of association?
Company meetings: does a company require express provision in its articles to hold a virtual meeting? Must all participants be able to both hear and see each other?
Company administration: if an incorrect annual return has been filed must the company rectify this, or can it simply file a correct annual return in the following year?
Can a reduction under section 641(4) involve the creation of a reserve?
Is it possible to appoint a director of a charitable company limited by guarantee who is not also a member?
Company meetings: can a company's articles permit annual general meetings to be held by teleconference?
Compulsory transfers: is it possible for a company's articles to provide that the service of divorce proceedings on a shareholder is an event which triggers an obligation to transfer shares?
Redeemable shares: can redeemable preference shares be converted into ordinary shares?
Distributions: does the transfer of a debt to a shareholder constitute a distribution?
Distributions: how do I transfer the assets and liabilities of a company to its parent where only part of the transfer is to be a dividend in specie?
Registered office: is a company legally obliged to notify contractual counterparties of a change to its registered office?
Why doesn't your disclosure letter used the capitalised term Disclosed, as used in the SPA?
Conversion of shares: can you convert shares immediately after a section 550 allotment?
Do you need to formally assign a lease when a company converts to an Industrial and provident society under section 53 of the Industrial and Provident Societies Act 1965?
Allotment of shares: can a company's articles require a higher majority than an ordinary resolution to authorise the directors to allot shares under section 551?
Share buybacks: can minority shareholders be forced to sell their shares back to the company?
What should be done with a subscriber share on a share for share exchange?
Share buybacks: can a company take out keyman insurance to undertake a share buyback should a shareholder/director die?
Articles of association: what would be the effect of a company incorporated under the Companies Act 2006 adopting Table A?
Share buybacks: what can be done where a historical buyback is defective due to payment being made in installments?
Can you provide case law on derivative claims in the UK?
Is a company limited by guarantee restricted to a maximum of 50 members by virtue of the Companies Act 2006?
Pre-emption rights: if a shareholders' agreement includes a pre-emption right on allotment in favour of existing shareholders and all shareholders except for one waive this right, must the company still make an offer to that one shareholder?
Demergers: is it possible under a section 110 scheme (involving the creation of a new holding company and two newcos) for one shareholder to retain the assets in the Existing Company and one shareholder to hold shares in Newco 2?
What recourse does a shareholder have where he does not agree with the decisions made by the directors?
Is it possible to create a class of shares which have no rights at all?
Bonus Issues: how are fractional entitlements dealt with?
Can a company issue shares with rights to dividends, reduced voting rights and no capital value?
Share capital: what voting rights does a member have when he has charged his shares in favour of a lender?
Can a subsidiary pay a dividend to its parent so that the parent has positive distributable reserves and can, in turn, declare a dividend in specie of the shares in the subsidiary, with such dividend being valued in accordance with section 845?
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?
Company meetings: if more than 75% of members present at a general meeting vote on a show of hands in favour of a special resolution, is the special resolution passed?
Share buybacks: is it possible to insert warranties into a share buyback agreement and what would the remedy be for breach?
Re-registration: how will sections 90 to 94 apply to an allotment of employee shareholder shares?
Redesignation: can you convert some shares only of a particular class into a different class of shares?
Can a company acquire its shares by issuing shares in consideration?
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?
Share transfers: under the model articles for private companies limited by shares, do the directors have the power to refuse to register a transmittee as the holder of shares?
How do you transfer a loan note?
Can a reduction of capital be effected by the distribution of assets and is this permissible under section 641(b)(i) and section 641(b)(ii) of the CA 2006?
Dividends: where cumulative dividends on preference shares have not been paid and such shares are transferred to a third party, is it the original shareholder or third party that is entitled to the dividends?
Reduction of capital: 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?
Share certificates: can a private company dematerialise its existing issued shares?
Does s.357 of the Companies Act 2006 provide a sole member with an additional method of passing a resolution?
Dividends: can dividends be paid directly to the ultimate beneficial owner, skipping any intermediate legal shareholders?
Reduction of capital: can a company reduce its capital by reducing the nominal value of its shares?
Can a subsidiary gift shares in its subsidiaries to its parent?
What should happen if a third party wishes to acquire the entire issued share capital of a company that (following a gift of shares) holds shares in itself?
Share buybacks: is it possible to borrow funds where a company has insufficient cash?
Are traded companies required to hold an AGM and what is constitutes a traded company?
Can a person be appointed as company secretary to a plc if resident in a foreign jurisdiction?
How can existing shares be removed from the equation where new shares are to be issued in their place?
Is it possible to simply issue the notice (in accordance with the articles) and redeem the shares out of distributable reserves?
Share Buybacks: could a company rely on an advance authority under section 693A where it is buying back shares from an EBT that has bought them from an ex-employee who orginally acquired them under an employee share scheme?
Can a former shareholder demand a copy of accounts which relate to a period during which they were a shareholder?
Company meetings: if a member appoints an attorney to receive notices of meeting, can the company be compelled to deliver such notices to the attorney?
Corporate governance: can you direct me to a schedule of matters reserved for the board of a FTSE 100 company?
Dividends: can dividends be approved by directors alone, without the need for shareholder approval?
Treasury shares: what are the reasons for a private company holding shares in treasury?
With a Put and Call Option Agreement that allows for a series of share buybacks, is it possible to have a general waiver of pre-emption rights on transfer applying to all the share buybacks that may be implemented under the Put and Call Option Agreement?
Treasury shares: can treasury shares be sold for cash consideration on a deferred basis?
When paying a dividend in specie in the context of a demerger, should the resolution refer to a specified cash amount or can the non-cash asset simply be distributed?
Articles: is a private company limited by shares able to adopt the model articles for public companies?
Share buybacks: can anti-embarrassment protection be achieved on a share buyback by alloting the seller of the buyback shares a golden share, entitling it to anti-embarrassment payments in the form of dividends?
Dividends: can a company declare a dividend of an amount to be determined in the future and what is the relevant date to be exempt from corporation tax?
Bearer shares: what is the process of cancelling bearer shares, where the holder has lost them?
Dividends: where there is nothing contrary in the articles, does a company have to pay dividends equally to all shareholders?
Employee shareholders: can a company issue employee shareholder shares in consideration for payment in money's worth?
Following the re-registration of an unlimited company to a limited company what is the extent of the liabilities of the company to judgments entered against the company (exact amounts pending) before the re-registration took place?
What maintenance of capital issues exist where assets are transferred to the sellers of a company and leased back to the target?
Partly paid shares: what are the options available to a company to convert partly paid shares into fully paid shares so as to ensure that a transferee of a gift of the shares is not liable in the event of a call on the remainder?
Share buybacks: what are the conseqences of a company failing to pass or file a resolution approving an off-market share buyback agreement?
Reduction of capital: can a company reduce the capital of its shareholders in different proportions?
Share buybacks: can a company repurchase the nominal value of shares, leaving the premium outstanding and the shares still in issue?
Dividends: can a company pay a dividend to persons who are no longer shareholders but were shareholders before completion of transaction?
Company formation: can an inaccurate statement of a subscriber's address in a Form IN01 be rectified at Companies House?
Redeemable shares: where a company is redeeming its shares out of capital, should the premium be paid out of capital or does section 687(3) of the Companies Act 2006 apply?
Company filings: if a Form SH01 is filed in error, does this need to be reflected in the company's register of members or annual accounts?
Reduction of capital: are there any particular filing requirements for a reduction of the capital redemption reserve?
What is the difference between a "subsidiary" and a "subsidiary undertaking" and between a "holding company" and a "parent undertaking"?
Is it possible to give the power of veto to founder directors of a company limited by guarantee?
If a company issues/declares a dividend but subsequently fails to pay the amount, can the shareholders enforce the declaration?
Can a charity operate as a limited company (limited by shares) under the Company Act 2006?
Shareholders' agreement: can the PRs of a deceased shareholder transfer shares in breach of a transfer restriction in a shareholders' agreement?
Do half year reports have to be posted to shareholders or simply made public by an RIS announcement?
Reductions of capital: is shareholder approval required for a reduction of capital and what is the order of the process for carrying out a reduction by means of the solvency statement procedure?
Share buybacks: what are the options for a company to buy back shares where it does not have sufficient distributable reserves?
Share buybacks: where a company is entering into a repurchase contract with multiple completions, does it need to have sufficient distributable reserves to pay for all of the shares at the outset, when it enters into the contract?
Employee shareholders: must a company amend its articles to permit capitalisation of profits for a bonus issue to a non-member?
Share premium account: is it possible to allocate a portion of nominal share capital to the share premium account?
Employee shareholders: can the share premium account be used to pay up a bonus issue of shares to non-members?
Must an employee share scheme be in place for the purposes of section 693A of the Companies Act 2006?
We are a limited company registered under the Companies House and are seeking to convert into a Charitable Incorporated Organisation (CIO). Is this possible?
Nil paid shares: what is the simplest method of returning nil paid shares?
What happens when 50/50 shareholders fall out and there is no shareholders agreement in place and the articles do not provide for deadlock resolution or compulsory transfer?
Share buybacks: are there any statutory provisions that a company must comply with when buying back shares for more than market value?
Can a buyback contract require a shareholder to sell shares back once it has sufficient funds?
Can the beneficial interest in shares be transferred to a company prior to the legal interest?
Distributions: is a distribution by a subsidiary to its parent's sister company caught by the distribution rules?
Redeemable shares: what is the definition of redemption under English law?
Dividends: is it possible for an SPA to provide that a selling shareholder is entitled to dividends to be distributed after completion?
Share buybacks: can a share buyback be carried out for nil consideration?
Does a company limited by guarantee have to file evidence of who its 'members' are at Companies House?
Shareholders' agreement: will an agreement to transfer shares override the contrary provisions of a will?
Is there a process which allows a Company to convert to an Industrial and Provident Society?
Company meetings: if a member refuses to attend a general meeting which prevents the presence of a quorum, what actions might be open to another member?
Why are the rights of pre-emption contained within the precedent shareholders' agreement rather than in the precedent articles of association?
Articles: do you have a provision automatically reclassifying a share on its transfer from one shareholder to another?
Share capital: can a party other than the registered member exercise voting rights attached to shares?
General meetings: if the articles of a single member company require a quorum of two, will section 318 of the Companies Act 2006 permit a quorum of one?
Is it possible to change the status of an unlimited company from one unlimited by guarantee to one unlimited by shares?
Does a member have a right to require circulation of a statement in relation to business to be conducted at a general meeting by the company's directors?
Can a member of a company limited by guarantee resign if the articles do not expressly allow for termination of membership by resignation?
Distributions: can a company limited by guarantee distribute profits to its members?
Where a company has two shareholders and and shares are to be purchased from both of the by the company, how can a written resolution be passed?
Capital redemption reserve: how does a company remove a capital redemption reserve that is showing in its accounts?
Do members of a club which is about to incorporate have to consent to be members of the new company limited by guarantee?
Capitalisation of reserves: can a company with significant losses capitalise its reserves to issue bonus shares?
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?
Can a nominee director's fee be paid to the appointing shareholder rather than the nominee director?
Bonus issues: is a bonus issue also a dividend in specie?
Share buybacks: what are the consequences for a company which has funded a share buyback out of reserves that were not distributable?
Dividends: where a dividend is declared in favour of a family trust, can the trustees request that payment be made directly to the benefiaries?
Pre-emption rights: can a special resolution disapply pre-emption rights set out in articles?
Company meetings: how can a member require that certain business be dealt with, or a particular resolution be moved at, a general meeting?
Company meetings: who has the responsibility of convening a general meeting?
Treasury shares: is a stock transfer form required when shares are transferred or sold out of treasury?
Reduction of capital: once the shareholder resolution, statement of capital and solvency statement have been registered by Companies House, are there any further procedures that need to be complied with to effect the reduction?
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?
Share capital: what is the process for the forfeiture of unpaid shares?
Company meetings: what is the relationship between the requirement to provide special notice to remove a director, and the requirements for convening a general meeting requisitioned by members?
Share capital: can nil paid shares be cancelled?
Can a shareholder treat any unrealised profit attributable to a dividend in specie (as opposed to cash) as realised in accordance with section 846 of the CA 2006?
Company meetings: if shares are held by a nominee shareholder on trust for a beneficial owner, will the shares still carry the right to vote?
Share capital: where a company's articles include a pre-emption right on an issue of shares, and shares are held on trust for a beneficial owner, will the right operate in favour of the registered member or the beneficial owner?
Reduction of capital: can redeemable preference shares be cancelled pursuant to the solvency statement procedure and can the reduction be for nil consideration?
Is there any statutory or other restriction on the borrowing powers of an Industrial and Provident Society?
Would a transfer of assets from a company or a winding up of a company constitute a variation of the rights of a class of shares in that company?
Class rights: do the rights attached to a new class of shares have to be set out in the articles of association?
Share buybacks: how should I draft a section 692(1) share buyback power in a set of articles?
If the content of a resolution is inaccurate, does this invalidate the resolution?
Can redeemable shares of some shareholders be redeemed on different dates to those of other shareholders?
Can a company amend its articles of association in any way other than by special resolution?
Share buybacks: does a company have to comply with the pre-emption provisions in its articles before undertaking a share buyback?
What is the timeframe in which a public company must convene and hold an AGM?
Share buybacks: is a stock transfer form required where repurchased shares are to be held in treasury?
Reduction of capital: is there a time limit for repaying capital to shareholders, or can the payment be made at the company's discretion?
Key dates for corporate lawyers: do you have a note that covers 2014/2015?
Reduction of capital: is there a time limit for repaying capital to shareholders following a reduction?
Can dividends be paid freely on nil paid shares where the articles do not prohibit this?
Is it possible for a shareholder to grant a company an option to buy back its shares?
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?
Can the right to demand a poll at a general meeting be excluded between shareholders in a shareholders' agreement?
Share buybacks: where a company is proposing to buy back shares in tranches, is shareholder approval required before each tranche is repurchased?
Share transfers: can you prevent an employee from selling shares before he triggers a compulsory transfer provision?
Redemption of shares: what is the definition of "stock" for the purposes of the redemption of shares?
Dividends: in order for Topco to be able to buy back shares using distributable reserves, can subsidiary group companies pay dividends up the chain to Topco?
Dividends in specie: can a company transfer a debt owed to it by a third party to a shareholder as a dividend in specie?
Dividends in specie: can a revaluation reserve be used to eliminate a realised loss?
Share buybacks: what are the filing requirements where an off-market buyback contract has been approved by ordinary resolution?
Unclaimed dividends: what is the statutory authority for the 12-year period for unclaimed dividends that is commonly found in a company's articles?
Company meetings: if the number of shares held by a shareholder changes after the notice of general meeting is sent, will the number of votes that the shareholder can exercise on a poll at the general meeting be determined by the revised shareholding?
Where shares are issued without authority, should the shareholders who received those shares vote on any ratifying resolution?
Interim dividends: can directors pay an interim dividend without it being subsequently declared by shareholders after the year end?
Company meetings: can a director of a corporate shareholder attend a general meeting on behalf of that shareholder, or does a corporate representative need to be appointed?
Share buybacks: in order to rely on the £15,000 cash provision in the Buyback Regulations 2013, does a company need express authority in its articles?
Does a contract for the sale of land have to be available in advance of a general meeting?
Does Practical Law have a standard board minute for the approval of accounts by the directors of a private company?
Where a public unlisted company has become a single member company, do the provisons of section 318 (1) CA 2006 override any contrary provisions in the company's articles of association as regards the quorum for general meetings?
Is there a minimum quorum requirement for a board meeting of a company limited by guarantee?
Share buybacks: can the new £15,000 cash provision in the Buyback Regulations 2013 be used as part of a larger buyback transaction?
Is shareholder approval required to write off an inter group debt or is board approval sufficient?
Gift of shares: when would section 659(1) apply and what paperwork would be required?
Class rights: can the rights of some shares in a specific class be amended and then redesignated as a different class?
What is the authority for stating that a vote withheld is not a vote in law?
Class rights: do class rights need to be set out in a company's articles of association to be enforceable?
Reduction of capital: is it possible to reduce retained earnings by means of the solvency statement procedure?
Share capital: what rights do the personal representatives of a deceased shareholder have in relation to the company before the grant of probate or letters of administration?
Bonus issues: does Practical Law have any documents dealing with a bonus issue of shares from capital reserves?
Gift of shares: as a result of a gift of shares under section 659 of the CA 2006, could a company become the sole member of itself?
Share buybacks: can two shareholders pass a written resolution approving a purchase contract which is conditional on the shareholders first of all being issued new shares?
Share buybacks: can payment in respect of a share buyback be by way of set-off?
Can a company buy back shares with cash when the articles authorise a payment "otherwise than out of distributable profits"?
Share capital: what is required for a nominee shareholding arrangement to exist?
Reduction of capital: where capital is returned to shareholders, do all shareholders have to be paid back immediately?
Would a form SH10 be required on a redesignation?
Can a community interest company require board decisions by unanimous vote if they wish or does the law require majority vote?
Is a redemption of shares a return of capital?
Can a company secretary be removed by a majority decision of the board of directors?
Where a provision for automatic conversion is insterted into articles, does form SH10 have to be filed in respect of the insertion?
Business names: can two separate companies within the same group use the same business name?
Share transfers: is a stock transfer form validly executed if signed by a single director?
Corporate representatives: what are the requirements for appointing a corporate representative?
Articles: if a company incorporated before 1 October 2009 has adopted Table A, will this continue to apply as the company's articles of association?
Are resolutions passed at a general meeting which were not included in the notice of meeting valid?
Articles: what is the effect of a company's articles stating an incorrect date of incorporation?
Unlawful distributions: can a creditor bring a claim against a company or its directors for an unlawful distribution?
In relation to single member companies, do the quorum requirements in section 318 of the CA 2006 apply to both general meetings and AGMs?
Is it possible to for a member of a company limited by guarantee to request that another persons name be entered in to the Register in a nominee capacity?
Unclaimed dividends: does a scheme of arrangement alter the common position that dividends that have not been claimed for 12 years are forfeited?
Should a disputed claim be taken into acount when determining whether a distribution can be made?
If a company undertakes a reduction of share premium account (ie and not a full reduction in capital), is it necessary to file a Statement of Capital (SH19)?
Share buybacks: does a contingent buyback contract need to be amended where the underlying shares are sub-divided?
Overseas companies: do you have any guidance on what constitutes "carrying on business" in the UK for the purposes of the disclosure requirements of the Overseas Companies Regulations 2009?
Treasury shares: can a section 567 exclusion of pre-emption rights apply to a sale of treasury shares?
Share buybacks: is it possible to structure a share buyback such that the consideration is the amount of future dividends that the seller would have received had he remained a shareholder?
Can a dormant company assign a debenture? If not, what are the effects of a debenture which has already been granted?
Reduction of capital: is section 641(2) of the CA 2006 relevant where a company only has ordinary shares?
Partly-paid shares: can a company repay part of the amount paid up on its redeemable preference shares and what is the process?
What is the effect of a company limited by guarantee being incorporated in England and Wales without a memorandum of association? Is it validly incorporated?
Articles: how can a company with Table A articles replace them with the model articles?
Class rights: can a company put into place a right to a preferential dividend and to preferential proceeds of sale for holders of a particular class of shares?
Dividends: where a subsidary transfers a debt owed to it by a third party to its parent as a dividend in specie, is a deed of novation required?
Can Private Companies give warranties on behalf of an individual?
Reductions of capital: does form SH19 need to be filed upon a reduction of the capital redemption reserve of a company?
If a company reclassifies shares, does a form need to be filed at Companies House?
Dividends: does a book value need to be attributed to an asset being transferred by means of a dividend in specie?
Dividends: can a holding company distribute the shares of an indirect subsidiary by means of a dividend in specie?
Dividends: where wholly-owned subsidiaries make equivalent dividend payments up the chain from subsidiary X to topco, does cash need to be physically transferred if ultimately topco is going to use the money to repay a loan it owes to X?
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?
Can a majority shareholder (87.5%) force a minority shareholder (12.5%) to sell those shares?
Resolutions: does a resolution which is required by a company's articles to be passed as a special resolution need to be filed with Companies House?
Is it possible to cancel share capital without cancelling corresponding share premium? If so, how should this be represented on Form SH19?
Share buybacks: does a Form SH03 need to be filed?
Does s994 of the Companies Act 2006 apply to Companies Limited by Guarantee?
What is the timeframe for appointing new auditors following resignation of existing auditors?
To what extent can a company reduce its share capital?
How do you deal with the shares of untraceable shareholders?
Articles: if a company amends a deemed restriction on the amount of shares that the company may allot, should it file amended articles?
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?
Accounts: does the requirement for a public company to send its annual accounts and reports to members refer to 21 "clear" days?
Reductions of capital: does a reduction by means of the solvency statement procedure reduce the company's authorised share capital?
Do all Limited UK companies have to show compliance with the UK Corporate Governance Code 2010. What happens if they do not?
Share buybacks: is a contract required for an off-market buyback of shares?
Do you have a list of matters requiring a special or ordinary resolution under the Companies Act 2006?
Written resolutions: is a shareholder who has contractually waived his right to vote an "eligible member"?
Dividends: how is the record date for payment of a dividend determined?
Share buybacks: where part of a member's holding of shares is being bought back, can he vote on a resolution to approve the buyback contract?
Would a conversion of redeemebale shares into ordinary shares constitute a variation of class rights?
Re-registration from public to private: would the change from plc to ltd constitute a name change for the purposes of an application to strike off the company?
What is the procedure for producing and verifying minutes of an AGM?
Articles: how can a company formed prior to 1 October 2009 amend its objects clause and what filings need to be made?
Redeemable shares: can the right of redemption attached to redeemable preference shares be removed?
When performing a capital reduction with a direct payment to shareholders, does the company have to make the payment to the shareholders all at once or could some if it be left outstanding on a loan?
If shares are simply being surrendered to the company at nil value is the procedure the same as that for a share buyback?
Gifted shares: does a company that has been gifted its own shares have a right to vote?
Share buybacks: does an ordinary resolution to approve an off-market purchase contract need to be filed with Companies House?
Share capital: how can a company re-classify preference shares as ordinary shares?
Will a reference in a company’s articles to the Companies Act 1985 now be considered as a reference to the Companies Act 2006?
Are personal representatives of deceased shareholders bound by provisions in shareholders agreements?
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?
Objects: if the articles of a company incorporated under the Companies Act 1985 are to be replaced, should the objects clause in the old memorandum be specifically disapplied?
Articles: can a third party be given power of veto under a company's articles?
Articles: can the quorum for shareholder meetings be one?
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?
How does share premium relate to share capital on a reduction of capital?
Do you need express permission in articles of association to hold virtual meetings?
What happens to shares that are forfeited under the articles of a company?
What are the consequences for a third party contracting in good faith with an attorney who is acting outside the scope of his power of attorney?
Company name: can a company in liquidation change its name?
Written resolution: is it possible for a proxy to sign a written resolution on behalf of his appointing shareholder?
Company dissolution: can a company apply for voluntary strike off if it has debts?
Articles: do we have to amend references to the 1985 Act in sets of existing articles of association?
Companies House: can an inaccurate statement of share capital in form IN01 be rectified at Companies House?
Untraceable shareholders: what procedure should be followed when the articles are silent?
Companies limited by guarantee: how does a company limited by guarantee distribute its profits to members?
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?
Written resolutions: can a public company’s articles override the statutory position and use a written resolution?
Charitable companies: how does a charitable company limited by guarantee change its objects?
Objects: can a company delete its objects by adopting articles that make no reference to the old-style memorandum?
Charity incorporations: do the restrictions on dispositions of charity land apply when an unincorporated charity restructures as a charitable company?
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 objects: to delete existing objects, must the amending resolution expressly reference the deletion?
Articles of association: when will an amendment of articles take effect if the objects are being simultaneously amended?
Must all shareholders agree to the new shareholders' agreement?
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?
Charitable companies: do provisions in articles which only permit the amendment of certain articles with the consent of the Charity Commission constitute provisions for entrenchment under the Companies Act 2006?
Maintenance of capital: can a reduction of capital be undertaken where only some shareholders have their shares paid up and not others?
How would you provide for business succession in a will and a shareholders agreement?
Share transfers: does an unstamped stock transfer form affect the validity of the legal title to the shares?
Transfer of shares: can pre-emption rights on transfer be waived?
Associate: what is meant by 'associate' in the context of a joint venture? Does the Companies Act 2006 include a definition of 'associate'?
Allotment of shares: how do you disapply an articles-based pre-emption right on allotment of shares?
Share transfers: how can the position be rectified where a transfer has been registered in breach of a company’s articles?
Company administration: do members have to register their residential address in the register of members?
Dividends: how should a dividend in specie be documented? Can a dividend in specie be a transaction at an undervalue or a fraud on creditors under the Insolvency Act?
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?
Allotment of shares: what pre-emption rights apply to a company with 1948 Table A articles?
Shareholder rights: what information are shareholders of private limited companies entitled to?
Can a company go into MVL where some of its shareholders cannot be found?
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?
Distributions: will writing off an intra-group loan create profits available for distribution?
Reduction of capital: will a reduction of capital by way of the solvency statement procedure always result in the creation of a reserve?
Redesignation: how can a company convert shares of one class into another class?
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?
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?
Is a UK establishment (an overseas branch) a legal person? Can the branch enter into contracts?
Can the members of a charitable company control admissions to membership?
Is there an equivalent to section 793 of the Companies Act 2006 that is applicable to private companies?
Forfeiture of shares: is it possible for shares to be subject to a power of forfeiture that is exercisable if the shareholder ceases to be employed by the issuing company?
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?
AGMs: can the directors propose a written resolution in lieu of an AGM?
What are the tax and company law implications of a share buyback with multiple completions?
Proxies: can a shareholder make an irrevocable proxy appointment in a written document?
AGMs: what is the position if a company fails to call an AGM as required by its articles?
Death of sole shareholder-director: what can the personal representatives do when a sole shareholder-director dies?
Allotment of shares: when are shares allotted? What are the consequences if a resolution to allot shares is taken by an inquorate board?
Is stamp duty payable on a dividend in specie of shares? What should you put in the consideration box on the stock transfer form?
Share buybacks: can a company effectively defer the payment of buyback consideration by taking a loan back of the consideration paid, with repayment to be made in instalments?
Powers of attorney: when can a power of attorney be irrevocable?
Allotment of shares: do you have a resolution to increase authorised share capital?
Share buybacks: can a share buyback be structured by way of an unconditional contract with multiple completions when it has insufficient distributable reserves to purchase all the shares at once?
Company meetings and admin: can company records be kept in electronic form?
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?
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?
Share capital: is a nominee shareholder entitled to exercise the voting rights attached to the nominee shares as the nominee wishes?
Transfer of shares: what is the process for transferring shares in a company on the death of a shareholder?
Resolutions: do special resolutions need to be filed with the Registrar of Companies?
Can a shareholder surrender their shares for nil consideration and if so how?
Company records and accounts: how long should I keep company records and accounts after dissolution?
Directors’ meetings: can a shareholder inspect board minutes?
Shares: what options does a private company with Table A articles have for dealing with shares that have been forfeited?
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?
Is it possible to structure a share buyback with multiple completions so that a single contract sets out completions on specified dates for different tranches of shares?
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