Directors and company secretaries

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A company's directors Directors' service contracts Powers, duties and liabilities of directors The company secretary Transactions with directors

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Sub-division and consolidation of shares

Sub-division and consolidation of sharesCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other...

A company’s constitution

A company’s constitutionWhat is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as...

Removal of a director

Removal of a directorThis note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an...

Takeover Code—Rule 34—Right of withdrawal

Takeover Code—Rule 34—Right of withdrawalThis Resource Note outlines the main provisions of Rule 34 of The City Code on Takeovers and Mergers (Code),...

Practice notes

Directors’ remuneration

Directors’ remunerationCompany directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration...

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Practice notes

Issue of redeemable shares

Issue of redeemable sharesA limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA...

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Practice notes

De facto and shadow directors

De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...

1st Mar

Practice notes

Private equity investment—ratchets

Private equity investment—ratchetsA ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees...

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Practice notes

Fiduciary duties of directors

Fiduciary duties of directorsThis Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the...

2nd Mar

Practice notes

Companies limited by guarantee

Companies limited by guaranteeWhat is a company limited by guarantee?Limited companies can be either limited by shares or by guarantee. A company...

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Practice notes

Directors’ board meetings—fundamentals

Directors’ board meetings—fundamentalsUnlike company general meetings and annual general meetings (AGMs), there are no specific provisions in the...

2nd Mar

Practice notes

Amending the articles of association

Amending the articles of associationThis Practice Note summarises the procedure to amend or change a company’s articles of association in accordance...

2nd Mar

Practice notes

Drag along and tag along—fundamentals

Drag along and tag along—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...

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Practice notes

Powers of directors

Powers of directorsThe directors of a company are responsible for the day-to-day management of that company.The directors make decisions on behalf of...

2nd Mar

Practice notes

Companies House filing procedures

Companies House filing proceduresFiling documents at Companies House may be one of the most simple tasks a corporate lawyer ever has to carry out in...

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Practice notes

Articles of association—provisions for entrenchment

Articles of association—provisions for entrenchmentWhat are 'provisions for entrenchment'?The usual way to amend a company's articles of association...

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Practice notes

Company names and business names

Company names and business namesThere are a number of statutory and regulatory controls and restrictions on the choice of company and business names....

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Practice notes

Sale of treasury shares

Sale of treasury sharesA limited company may hold, or deal with, shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006)...

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Class rights and variation of class rights

Class rights and variation of class rightsA company having a share capital may have separate classes of shares. As a general rule, a type of share...

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In-house

Practice notes

The nature of a general partnership and its legal framework

The nature of a general partnership and its legal frameworkSources of partnership lawThe main body of law governing a general partnership formed under...

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