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Remote execution of documents resources—checklist

Remote execution of documents resources—checklist Remote execution of documents has become increasingly popular. This Checklist of resources sets out some of the considerations for remote execution of documents when parties are not able to meet in person. Key commercial resources We have produced a toolkit that is a comprehensive, interactive resource to help users identify and work through the concepts and common issues when executing documents, including information relating to remote execution. Each section or phase includes practical guidance, precedent clauses and Q&As relevant to that section. For more information, see: Execution toolkit. This Checklist considers remote execution from a general commercial perspective only and assumes that the agreements are subject to English law. For general information and guidance relating to execution, see: Execution—overview. For more specific guidance on execution requirements in other Practice Areas please check that Practice Area’s content. The Law Society has also brought together a variety of established guidance on execution of documents by virtual means, execution of documents using electronic signatures, its ‘Tips on how to operate in practice’ in...

Articles (MBO)—checklist

Articles (MBO)—checklist Objects Is it necessary or appropriate for the company to restrict its objects? If the company was incorporated before 1 October 2009, check if any of the objects stated in its memorandum of association need deleting (by way of a members’ special resolution). Application of model articles Determine if the model articles are to apply to the company. If the company was incorporated before 1 October 2009, consider whether Table A should still apply (if not previously amended). Determine what, if any, of the model articles should not apply to the company. Board of directors How many directors will be on the board? Which of the managers will be directors? How many directors will the investor have the right to appoint to the board? What is the quorum for board meetings? Does the chair (or other director) have a second or casting vote? Are fees payable to the investor directors and/or chair? If so, what are they? Set out administrative matters relating to the board (eg frequency of...

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What rate of SDLT applies to my transaction?—Flowchart

What rate of SDLT applies to my transaction?—Flowchart This Flowchart assists with establishing which rate of stamp duty land tax (SDLT) applies to a transaction. There are various rates of SDLT that can apply to acquisitions of different types of property (residential, non-residential (commercial property) or mixed use property). This Flowchart should be read in conjunction with Practice Note: Rates of SDLT. This Flowchart assumes that: • the purchaser is acquiring one property and that the acquisition is not linked to any other transaction. For more on linked transactions see Practice Note: SDLT chargeable consideration—Linked transactions • no relief from SDLT applies to the transaction. For more on reliefs from SDLT, see Practice Note: SDLT—general reliefs and exemptions, and • to the extent that the property being acquired is residential: ◦ the acquisition is of a major interest in a dwelling that is not subject to a long lease and the consideration is £40,000 or more. For the meaning of major interest see Practice Note: Higher rates of...

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Declaration of a director's interests—articles of association

Declaration of a director's interests—articles of association A director who is in any way, directly or indirectly, interested in: • a proposed transaction or arrangement with the company of which they are a director, or • a transaction or arrangement that has been entered into by the company of which they are a director, must declare the nature and extent of that interest to the other directors in accordance with the Companies Act 2006 (CA 2006), subject to certain exceptions. For further information, see Practice Note: Declaration of a director's interests—the statutory provisions. For guidance as to when a director has an interest that must be declared, see Flowcharts: Declaration of a director's interests—proposed transaction or arrangement and Declaration of a director's interests—existing transaction or arrangement. Some or all of the statutory provisions relating to the declaration of a director's interests may also apply to other companies and entities, but this issue is outside the scope of this Practice Note. In addition, there may be other rules relating to...

Pre-emption rights on allotment—public companies (other than listed companies and AIM companies)

Pre-emption rights on allotment—public companies (other than listed companies and AIM companies) Pre-emption rights on allotment give each of a company's shareholders a mechanism to protect themselves from the dilution of their percentage shareholding in the company, where that may result from an allotment of shares, the grant of rights to subscribe for, or to convert securities into, shares or a sale of treasury shares in that company. This Practice Note covers the pre-emption rights that apply to an allotment of equity securities by a public company that is not a listed company or an AIM company (an unlisted public company), as set out in the Companies Act 2006 (CA 2006). It is important to give careful consideration to the scope of those statutory pre-emption rights, as an unlisted public company must ensure that it complies with them, to the extent that they have not been disapplied, modified, waived or excluded. There may also be pre-emption rights set out in an unlisted public company’s articles of association or...

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Execution clause—company—deed

Option 1—deed executed by a company under its common seal (model articles, where the authorised signatory is an individual) Executed as a deed by [insert name of company] by affixing its common seal and by the signature of [insert name of director/secretary/other authorised person], [director OR secretary OR authorised signatory], in the presence of: [affix the common seal of the company].................................................[signature of director/secretary/authorised person] [Director OR Secretary OR Authorised signatory] .................................................[signature of witness]   [insert name of witness]   [insert witness’s address]   [insert witness’s occupation]   Option 2—deed executed by a company under its common seal (model articles, where the signing...

Schedule of loss—multi track

Schedule of loss—multi track [IN THE COUNTY COURT AT [INSERT] OR IN THE HIGH COURT OF JUSTICE] [[SPECIFY DIVISION]] [[INSERT LOCATION] DISTRICT REGISTRY] Claim No: Between [Insert name]        Claimant and [Insert name]        Defendant ________________________________________________ SCHEDULE OF LOSS CALCULATED TO [INSERT DATE OR INSERT THE DATE OF TRIAL] ________________________________________________ NOTE: On 2 December 2024 the Lord Chancellor announced that the discount rate would change to positive 0.5%. The positive 0.5% discount rate is effective from 11 January 2025. Schedule A1 to the Damages Act 1996 provides that subsequent reviews are to take place within five years of the conclusion of the previous review which means that the next review must commence on or before 2 December 2029. The Claimant reserves the right to alter, amend or add to this schedule at any time up to and including trial. A. BACKGROUND DATA Claimant’s date of birth: [insert date of birth eg 25 August 1986] Date of accident: [insert date of accident eg 16 April 2018] Claimant’s age at...

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Will a director of a private company with Table A articles automatically be removed as a director on his incapacity? What happens if there are only two directors?

Will a director of a private company with Table A articles automatically be removed as a director on his incapacity? What happens if there are only two directors? It is assumed that the company is a private company limited by shares which adopted Table A in its entirety (ie, without modification) as its articles of association. The Companies Act 2006 (CA 2006) provides that a private company limited by shares must have at least one director who is a natural person (ie, an individual) (CA 2006, ss 154–155). Table A: Butterworths Company Law Handbook [A2] provides that, unless otherwise determined by ordinary resolution, the number of directors shall not be subject to any maximum but shall be not less than two (Regulation 64). Accordingly, if there is only one director, it may be necessary to appoint an additional director or pass an ordinary resolution to modify Regulation 64. Table A, Regulations 78 and 79 provide that the company or the directors may appoint a person as...

Is telephone attendance permitted for board meetings?

Is telephone attendance permitted for board meetings? A company’s articles will usually contain provisions relating to the proceedings at board meetings, including notice, quorum, conflicts and permitted methods of attending meetings. For example, article 10(2) of Precedent: Model articles—private limited company—after 28 April 2013 provides that: ‘In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other’. In earlier standard form

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EU Law weekly highlights—21 November 2024

This week's edition of EU Law weekly highlights includes analysis on the European AI Office’s draft General-Purpose AI Code of Practice, the Court of Appeal of the Unified Patent Court decision confirming its international jurisdiction, the judgment that 3D inhaler trade mark cannot be restored by Boehringer, the ruling that Ukraine border service cannot get an EU trade mark for its war slogan, Meta being fined €798m for tying marketplace ads to Facebook, and the role of acceptable use policies in AI, In addition, this week the 2025 EU annual budget was agreed, the Council of the EU adopted a regulation to shut down European Online Dispute Resolution platform, adopted a ban on forced labour products in Union market, and approved the certification framework for carbon removals, the European Parliament endorsed the postponement of the deforestation rules, the European Commission proposed a single digital portal for posted worker declarations, and the EU Cyber Resilience Act and EU Listing Acts were published in the Official Journal.

Environment weekly highlights—21 November 2024

This week's edition of Environment weekly highlights includes: analysis on the consultation on expanding tax conditionality to new sectors, the case of Smallbrook v BCC, considering the tension between proposals seeking to reuse and repurpose buildings and those seeking to demolish and rebuild them and will be of relevance to those involved in regeneration projects which consider the two alternatives, and what businesses need to know about ASA, AI and greenwashing. It also covers developments at the 29th Conference of the Parties of the United Nations Framework Convention on Climate Change (COP29), the Office for Environmental Protection (OEP) and Green Alliance (GA) being granted permission to intervene in the appeal of R (Rights Community Action Ltd) v the Secretary of State for Housing, Communities and Local Government [2024] EWHC 1693 (Admin) and the launch of the Global Clean Power Alliance at G20 summit. In addition this week, the Department for Energy Security and Net zero (DESNZ) has announced of plans to introduce legislation aimed at restricting the future licensing of...