Company administration and meetings

A note covering the key issues relating to a waiver of a dividend, including the requirements for a deed of waiver. It also discusses income tax and inheritance tax considerations, including the possible application of the settlements legislation in Chapter 5 of Part 5 of the Income Tax (Trading and Other Income) Act 2005.   

This note covers the information that must be displayed or given by a UK company under the Companies Act 2006 (2006 Act) and the Insolvency Act 1986 (as amended) (1986 Act): At specified locations. In documents and communications. At the request of those they deal with in the course of business. It includes details of  what an individual or partnership should disclose and the additional disclosures required of a charitable company. This note does not cover information that must be supplied to the Registrar of Companies.

An overview of the circumstances in which a company must file a statement of capital and guidance on how to complete a statement of capital.

A note outlining the changes to the law on shadow directors under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Most of Part 10 (a company's directors) came into force on 1 October 2007, other than: (1) provisions relating to directors' conflict of interest duties, declarations of interest in existing transactions or arrangements, and underage and natural directors, which came into force on 1 October 2008; and (2) provisions relating to the register of directors, including directors' residential addresses, which came into force on 1 October 2009.

A guide to the procedures for restoring a dissolved company to the register of companies, under Part 31 of the Companies Act 2006.

A note outlining the law under the Companies Act 2006 on the registration of charges created on or after 1 October 2009 (but before 6 April 2013) by companies and limited liability partnerships registered in England and Wales. The relevant sections of the Companies Act 2006 referred to in this note came into force on 1 October 2009. For a note setting out the registration regime under the Companies Act 1985, the regime that applied to charges created before 1 October 2009, see Practice note, Registration of charges under the Companies Act 1985. Note: The regime for registering charges at Companies House changed on 6 April 2013. For more information, see Practice note, Registration of charges created by companies and limited liability partnerships on or after 6 April 2013.

A note outlining the law relating to a company's register of members under the Companies Act 2006 from 1 October 2009. The note considers the obligation to maintain the register of members, responding to requests to inspect the register, Companies House filing requirements, and issues such as protecting shareholders' names and addresses. The sections of the Companies Act 2006 referred to in this note came into force on 1 October 2009, with the exceptions of sections 116-119, which were brought into force in a tapered fashion on 1 October 2007, and sections 121 and 128, which came into force on 6 April 2008.

On 28 January 2008 the Institute of Chartered Secretaries and Administrators (ICSA) published a new guidance note (080122) on proxies and corporate representatives at general meetings in the light of changes to company law introduce by Part 13 (Resolutions and meetings) of the Companies Act 2006 on 1 October 2007. If a shareholder is a corporation, it must appoint an individual to act on its behalf at general meetings either as a proxy (sections 284, 285 and 324 to 333, 2006 Act) or as a corporate representative (section 323, 2006 Act). However, there has been some debate around the effect of the new provisions in relation to the two alternatives. In the Guidance, the ICSA considers the uncertainty relating to multiple corporate representatives and recommends that corporate shareholders either appoint proxies or a single corporate representative to attend, speak and vote at general meetings. Where this cannot be done, an alternative method outlined in the Guidance can be adopted. ICSA suggests this as an interim solution until the law can be amended to clarify the position. ICSA considers that the uncertainty surrounding the appointment of multiple corporate representatives has been resolved by the changes made to the Companies Act 2006 by the Companies (Shareholders' Rights) Regulations (SI2009/1632) which came into force in relation to to meetings of which notice is given, or first given, on or after 3 August 2009. ICSA will shortly publish an updated guidance re

A note outlining the protection of residential addresses of directors, secretaries and other individuals in the Companies Act 2006. Chapter 8 of Part 10 (sections 240 to 246) and section 1088 of the 2006 Act and the Companies (Disclosure of Address) Regulations 2009 came into force on 1 October 2009.

Practice note covering the regime governing political donations made by and political expenditure incurred by companies under Part 14 of the Companies Act 2006.

A note outlining the changes to the law on members' resolutions and statements under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 13 (Resolutions and meetings) of the Act came into force on 1 October 2007.  

Practice note covering issues to be considered when preparing for and calling general meetings, including annual general meetings.

A note outlining the law on the exercise of members' rights under Part 9 of the Companies Act 2006 (CA 2006) under which indirect investors may exercise certain governance rights. Part 9 (exercise of members' rights) came into force on 1 October 2007.

A collection of resources for the electronic communications regime under the Companies Act 2006.

A note considering the scope, application and limitations of the common law principle of shareholder decision-making by informal unanimous consent (commonly referred to as the Duomatic principle).

Note covering the key issues relating to distributions from companies to their members under the Companies Act 2006. For information specific to dividends, see Practice note, Dividends.

This note considers the issues involved in negotiating and drafting directors' service agreements, including pay and benefit provisions and how to protect the company on termination of employment. The note also deals with the regulatory framework affecting the employment terms of listed company directors.

A table outlining the dates of AGM and AGM notices of FTSE 100 companies. For summaries of the companies' notices of AGM and links to the notice, annual report and, where relevant, articles of association, see What's Market, AGMs: FTSE 100: 2011, AGMs: FTSE 100: 2012 and AGMs: FTSE 100: 2013.

This Practice note considers the extent to which companies may be able to prevent disclosure of documents on the grounds that the documents are entitled to protection by the right of legal professional privilege in relation to European Commission competition investigations. (The authors are grateful to Lesley Ainsworth of Hogan Lovells International LLP for her assistance in the preparation of this Practice note).

This note outlines the role and responsibilities of a company secretary in public and private companies under the Companies Act 2006 (2006 Act).  For a collection of PLC’s materials most relevant to company secretaries, see PLC’s company secretarial page.

A guide to when a company can be struck off the register of companies and dissolved using the voluntary strike off procedure in section 1003 of the Companies Act 2006.

Statutory forms requiring filing at Companies House can be ordered by e-mail or downloaded from the Companies House website. Companies House also offers electronic filing services that allow certain information to be submitted electronically.

This note contains Companies House forms made under the Companies Act 2006. For information on Companies House forms produced under the Companies Act 1985, see Practice Note, Companies House forms pre 1 October 2009.

This note considers the changes a company incorporated with Table A articles of association may consider making to its articles of association in view of the The Companies (Tables A to F) (Amendment) Regulations 2007 (SI 2006/2541) (as amended by the Companies (Tables A to F) (Amendment) (No 2) Regulations 2007 (SI 2007/2826).

A note outlining the law on liability limitation agreements for auditors under the Companies Act 2006 (CA 2006). For a link to the CA 2006, see Companies Act 2006: publication of final text. For general background to the CA 2006, see Practice note, Companies Act 2006: materials. Chapter 6 of Part 16 (auditors' liability) came into force on 6 April 2008.

Details of FTSE 350 companies that proposed annual re-election of the full board in 2011 and 2012.