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Companies Act 2006 - Articles of Association

From 1st October 2009, the Articles of Association (“articles”) will form the main constitutional document of a company. Please see the separate briefing note “Companies Act 2006: Memorandum of Association” for details regarding changes to the memorandum. All companies must

Companies Act 2006 - Memorandum of Association

From 1st October 2009, the Memorandum of Association (“memorandum”) of a company will no longer form part of a company’s constitution. The Companies Act 2006 (“2006 Act”) defines a company’s constitution as its Articles of Association and any resolutions and agre

Companies Act 2006 - Synopsis of New Act

The new Companies Act 2006 represents the most fundamental reform of company law for more than fifty years and is said to be the longest Act ever passed by Parliament. Much of the previous law affecting companies will be repealed or amended by the Act. Some of the major changes include: Director

Companies Act 2006 - Exercise of Members' Rights

The Companies Act 2006 provides that a company’s articles may provide for another person to be nominated to exercise some or all of the rights of the registered member. Such nominated rights can only be enforced by the registered member. Where a member holds shares on behalf of one or more p

The Companies Act 2006 - Shareholders Resolutions and Meetings

The Companies Act 2006 provides for private companies to pass resolutions:- at a meeting; or by written resolution. Please see the separate Briefing Note “Companies Act 2006: Written Resolutions” for further information on written resolutions. Where the Act requires a resolution

Companies Act 2006 - Written Resolutions

The provisions in the Companies Act 2006 relating to written resolutions came into effect on 1 October 2007. Private companies are currently able and will still be able to pass shareholders resolutions by way of written resolutions rather than holding a general meeting. However from 1 October 2020 w

Companies Act 2006 - Company Names

Provisions of the Companies Act 2006 regarding a company’s name come into force on 1st October 2009. A name will not be registered if:- Its use would, in the opinion of the Secretary of State, constitute a criminal offence. It is offensive in the opinion of the Secretary of State.

Companies Act 2006 - Board Minutes

A company’s articles normally contain provisions regarding board minutes, either expressly or by reference to keeping written records of decisions taken.  As one of the directors’ duties under the Companies Act 2006 is to act in accordance with the company’s constitution, each

Companies Act 2006 - LLPs

Subject to a limited number of exceptions the Companies Act 2006 applies to LLPs.  The main exception relates to accounts.  The accounts and audit provisions of the Companies Act 2006 do not apply to LLPs.  LLPs are subject to separate regulations. The structure and incorporation of

Companies Act 2006 - Appointment of Auditors

Provisions of the Companies Act 2006 came into force on 1st October 2007 regarding the appointment of auditors for private companies whose financial statements need auditing. The appointment of auditors for a private company is to be made by the shareholders by an ordinary resolution, although the

Companies Act 2006 - Electronic Communications with Shareholders

Provisions came into force on 20th January 2007 to enable companies and shareholders to communicate electronically. This briefing note gives general guidance on the new provisions. If a company wishes to use the electronic communication provisions legal advice should be sought to ensure that the cor

Services for Business

Services for Business We examine the commercial rationale behind any transaction before drafting the necessary legal documents. We offer a comprehensive range of legal commercial services including: Company Documents – reviewing and drafting new Memorandum of Association, Articles of

Companies Act 2006 - Execution of Documents

Provisions of the Companies Act 2006 came into force on 6th April 2008 regarding the execution of documents by companies. Prior to 6th April 2008, private companies were required to have a company secretary.  Since 6th April 2008, private companies are no longer required to have a company secr

UK Company Law Reform

A SUMMARY OF UK COMPANY LAW REFORM UNDER THE COMPANIES ACT 2006 The constitution and formation of a company For some years, the UK Government had been intending to reform UK Company Law.  This resulted in the Companies Act 2006 (“the 2006 Act”). Why the need for reform? The prev

Companies Act 2006 - Accounts

Provisions of the Companies Act 2006 came into force on 6th April 2008 relating to Accounts.  This Briefing Note only deals with requirements for private companies. This Briefing Note gives a general update and does not cover any specific requirements for a company’s accounts.  Comp

Companies Act 2006 - Derivative Claims

Derivative claims are not new.  Although they did not exist under the Companies Act 1985 such claims exist under common law.  The Companies Act 2006 introduces provisions for derivative claims which came into force on 1st October 2007.  A derivative claim is a claim brought by a memb

Age Discrimination Regulations and effect on Partnerships

In March 2006 the DTI published the final draft of the Employment Equality (Age) Regulations 2006 (“The Regulations”). The Regulations deal with age discrimination in the workplace and will come into force on 1 October 2006. Those who can claim protection from discrimination on the groun

Companies Act 2006 - Auditors Liability Limitation Agreements

Provisions of the Companies Act 2006 came into force on 6th April 2008 regarding the ability for auditors to limit their liability. Companies and auditors can now enter into ‘liability limitation agreements’.   These agreements are designed to limit an auditor’s liabilit

Companies Act 2006 - Shares: Issues and Transfers

Provisions of the Companies Act 2006 came into force on 6th April 2008 regarding the issue and transfer of shares. As previously, a private company must not offer shares to the public. A share certificate under the common seal of the company, specifying shares held by a member, is prima facie evid

Companies Act 2006 - Objections to Company Names

Provisions of the Companies Act 2006 came into force on 1st October 2008, to enable any person (“the applicant”) to object to a company’s registered name on the grounds that: It is the same as a name associated with the applicant in which he has goodwill; or It is sufficientl

The Companies Act 2006 - Reduction of Capital

The Companies Act 1985 permits a limited company with a share capital to reduce its share capital in circumstances where creditors would not be adversely affected and provided that the company complies with the procedural requirements of the Act. The method of reduction will depend on the reasons f

A Guide to the Role of Company Secretary

A          INTRODUCTION In conjunction with this Guide please also see the separate Briefing Notes “A Guide to Director’s Responsibilities”, particularly section C thereof. Private companies are no longer obliged to appoint a Company S

Companies Act 2006 - Fraudulent Trading

If any business of a company is carried on with intent to defraud creditors of the company or creditors of any other person, or for any fraudulent purpose every person who is knowingly a party to the carrying on of the business in that manner commits an offence. Fraudulent trading can be committed

Companies Act 2006- Financial Assistance

The legislation regarding financial assistances changed on 1st October 2008. Please note this Briefing Note only deals with the changes that affect private limited companies. The Companies Act 1985 contains a prohibition on the giving of financial assistance by a company or any of its subsidiaries

COMMERCIAL LAW NEWS - APRIL 2013

1.         New Regulations on Late Payment of Commercial Debts; in force from 16th March 20132.         Proper execution of company documents3.         “Liquidated Damages&rd;

Companies Act 2006 - Political Donations

Provisions came into force on 1st October 2007 regarding political donations made by companies to political parties and to other political organisations and also political expenditure incurred by companies.  The Act prohibits such donations or expenditure unless authorised by the shareholders

Companies Act 2006 - Trading Disclosures

Provisions of the Companies Act 2006 came into force on 1st October 2008, dealing with trading disclosures.  The aim of the provisions is to ensure that anyone who has dealings with the company knows its legal identity, its limited liability status and where they can inspect the company records

A Guide to Director's Responsibilities

A          INTRODUCTION 1.         Company Administration Company administration can be a time consuming nuisance for busy Directors.  However, it is an important part of managing a business and should no

Directors' Residential and Service Addresses

Officers of a company, LLP or overseas companies registered in the United Kingdom are required by law to provide an address for service of documents. Under the old Companies Act 1985, this had to be the officer’s home address. Under the new legislation, officers may apply to keep this informat

Business Trading Disclosures

This advice provides sole traders, partnerships, limited liability partnerships ("LLP") and limited companies with information about what they are required to publicise to the public. The requirements stem from a general principle in UK law that people should know or be able to identify who the

Ian Cross - Managing Director - Eco Oil Limited

Ian Cross, Managing Director - Eco Oil Limited "The company ECO-OIL was founded some 15 years ago.  The company is a specialist recycler of used lubricating and off-spec fuel oils.  In the last 15 years it acquired 4 other companies and had 75 employees. In the Spring of 2006 my co-

Companies Act 2006 - Directors' Liability in Relation to Statutory Narrative Reporting Requirements

Provisions came into force on 20th January 2007 to provide for a director’s liability to a company for false or misleading statements in the following reports:  the directors report the director’s remuneration report a summary financial statement so far as it is derived fro

Commercial Law News - June 2012

Rights of termination in contracts Grace period for “Cookies” ended on 25th May 2012 How to protect your business from interruptions Are you ready for the Olympics?    SONNING EVENT - A Charity Evening is being held at The Mill at Sonning on Sat

Companies Act 2006 - Overseas Companies

Provisions of the Companies Act 2006 regarding overseas companies come into force on 1st October 2009. If an overseas company sets up an establishment in the UK, it is under an obligation to register it.  There are alternatives to an establishment - namely appointing an agent or setting up a

Companies Act 2006 - Electronic Communications

Provisions came into force on 1st January 2007 extending the information required to be stated in correspondence. The changes apply to both companies and LLPs.  Although this briefing note only refers to companies the same also applies to LLPs. The following information must be stated on compa

Commercial Law News - October 2012

Companies Act fines increase Providing goods or services?  Age discrimination ban took effect  on 1 October 2020 Limitation of liability cap stuck down Contract negotiations Beware: an email chain can create an enforceable guarantee 1.    &n;

International commuters can be protected by UK employment law (extract from March 2012 edition of Employment Law News)

Commuting is no fun, unless you are fortunate enough to work from home, but imagine the plight of the international commuter.  Now at least they may have the comfort of knowing that they have employment law protection, as this case shows.  Since 1996, when the territorial restri

Proper execution of company documents

Contracts do not have to be in writing to be legally enforceable although many contracts are put in writing as evidence of their terms.  Simple contracts (those that are not “deeds”) can be executed: “on behalf of the company” or more formally “by the company”

EMPLOYMENT LAW NEWS - MARCH 2013

That Poundland case Jarndyce redux Sticks and stones Flexible work requests and flexible parental leave Better redundancy deals for older workers? Unreasonable warnings can make a dismissal unfair Rag, tag and bobtail TUPE news galore (if you like that sort of thing) And finally... "What&r;

Which Business Structure?

Choice of business – Sole trader, partnership, limited company or LLP? When starting up your business one of the issues to think about is what sort of legal structure you might need.  There are four widely used forms of business structure used in the UK, as follows: sole trader a par

Employment Law News - January 2013

Political beliefs should be protected Short term and one off service provision changes When training schemes don’t add up Volunteers not covered by discrimination law Settling TUPE claims Clawback clause in a compromise agreement was enforceable You don’

Company records which must be kept

Company Records are defined in the Companies Act 2006 as being any register, index, accounting records, agreement, memorandum, minutes or other document required by the Companies Acts to be kept by a company and any register kept by a company of its debenture holders.  They may be kept in elect

When training schemes don't add up (extract from the January 2013 edition of Employment Law News)

The Court of Appeal has considered the correct interpretation of provisions of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002 which exclude work under certain training and work experience schemes from the calculation of the period of successive fixed terms. The

EMPLOYMENT LAW NEWS OCTOBER 2013

Justice delayed is justice denied TUPE news Redundancy and offers of “suitable alternative employment”  - Carry on, Matron Legislative changes  - Recent repeals When is a union not a trade union? Discrimination case  -  Appeal cures indirect discrimination Gri

Joint Ventures - Tenders

Introduction Many small businesses would not be able to put in a tender bid based solely on their own resources.  Pooling resources with other businesses opens up a whole new area of work. This article discusses the main options available to businesses wishing to work with other businesses in

EMPLOYMENT LAW NEWS - APRIL 2013

Double jeopardy Post termination victimisation not covered by Equality Act 2010 Mind the perception reality gap Decisions, decisions You're out of time Revisiting old warnings Secret squirrel Temporary RTI reprieve for small businesses A can of worms, or a diet? Guide to current key facts

EMPLOYMENT LAW NEWS JULY 2013

Making costs orders against the impecunious Message in a bottle Not long now... Just because you're paranoid... The girl who played with fire – and got away with it. Whistling in the dark Collective consultation - one establishment or many? Back once again with the ill behaviour A th

How to protect your business from interruptions (extract from the June 2012 edition of Commercial Law News)

Contracts usually contain future or ongoing performance obligations that could be affected by problems with business continuity  - such as terrorism, natural disasters or traffic nightmares caused by the Olympic Games.  Under English law a party that is unwilling or unable to perform its o

Employment

Employment Morgan Russell is recognised for offering practical, expert advice to both employers and to senior employees. This area of law frequently changes and getting the right advice at the right time is vital. We provide sound employment law advice in a commercial context, guiding clients thr

TUPE news galore (if you like that sort of thing)

The Advocate General has given his opinion in the case of Alemo-Herron & Ors v Parkwood Leisure Ltd supporting the proposition that employees transferred under TUPE can continue to benefit from “dynamic” collectively agreed terms and conditions post–transfer. Next, the DWP has

EMPLOYMENT LAW NEWS - February 2013

  New tribunal limits - for now Religion in the workplace - a question of balance "You're fired!" (but not just yet) The inexorable march of employment law reform goes on and on Accentuate the negative... Poor investigation made dismissal unfair The chance a dismissal might have been

A Guide to the CRC Energy Efficiency Scheme

What is the CRC Scheme? The CRC Energy Efficiency Scheme (formerly known as the Carbon Reduction Commitment) is the UK's climate change and energy saving scheme. The scheme is mandatory for both private businesses and public sector organisations, and came into operation on 1 April 2010. Please note

EMPLOYMENT LAW NEWS - JUNE 2013

Equal Pay Audits: reducing inequality or simply heralding a rise in settlements? Take your 'clean record' with you If in doubt, stick to the Code ET rules on Seldon To consult or not to consult... Justice and Security Act 2013 Contract, contract, contract Follow up to our May Newsletter &nd;

EMPLOYMENT LAW NEWS - SEPTEMBER 2013

Assessment of Loss – “ Who said hard cases make bad law?” Assessment of loss – “Don't look back in anger” Redundancy – “Should I stay or should I go?” “Subject to contract” negotiations  - “Make sure you dot the i's an

Health and Safety Obligations on Employers to Make Provision for First Aid

The Health and Safety (First-Aid) Regulations 1981 requires employers to provide adequate and appropriate equipment, facilities and personnel to enable first aid to be given to employees if they are injured or become ill at work. First-aid assessment Employers are required to carry out an assessme

TUPE news

The result of the Government’s review of TUPE has been published , setting out its plans for reform which have attracted comment as much for what won’t be going ahead as what will. The headline omissions are: The provisions expressly applying TUPE to service provision changes (SPCs) a

EMPLOYMENT LAW NEWS - MAY 2013

Welcome to the New World - fees in the Employment Tribunals & EAT But can we have our money back, please? Employee Shareholders: a game of Parliamentary ping-pong The Queen's Speech New Employment Tribunal Rules - but what, and when? Conscientious Objection to specific duties - just how w

The inexorable march of employment law reform goes on and on

The government is firming up on some of the many proposals to change employment law mooted in recent months, so we have a rash of consultation papers to digest and implementation dates to look forward to. (What happened to only introducing changes in April and October, to give employers a bit of a c

Companies Act 2006 - Directors' Report

Unless a company is entitled to a small companies’ exemption, the directors’ report must contain a business review. This applies to financial years beginning on or after 1 October 2007. The purpose of the review is to inform the members of the company and help them assess how the direct

A Guide to Agency Agreements

This guide will consider the following: The Nature of Agency Agreements; Types of Agency Agreements; Tax Issues; The Law and Agency Agreements; and Common Terms in Agency Agreements. 1.    THE NATURE OF AGENCY AGREEMENTS An agency occurs when one party (the agent) has aut

Employee Liability Information Pursuant to TUPE (With Checklist)

1. INTRODUCTION  Where there is a transfer of employees pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”) the outgoing employer (also known as the Transferor) is required to supply certain information to the incoming employer (also known

Directors - Insolvency Considerations

Directors of companies in financial difficulties need to consider a number of issues.  As soon as directors are aware that a company is in financial difficulties, they should seek external advice. Directors could face liability in respect of the following matters:- 1.    &

Age Discrimination

INDEX   1.         Introduction 2.         Scope of the Regulations 3.         A bit of legal jargon (only a bit!) / Key Concepts 3.1      

TUPE on Sale or Purchase of a Business

1.           INTRODUCTION If you have been provided with this advice note where you are involved in a transaction involving the purchase or sale of business assets, it is on the basis that the nature of that sale or purchase is such that the Tr

Termination of employees with less than one year's service

1.         INTRODUCTION This note has been prepared as a general guidance note only and specific legal advice should be sought for each matter as individual circumstances vary. It is only a brief note and is not intended to be comprehensive. Employers always

Ordinary and Additional Paternity Leave

This note looks at ordinary paternity leave and pay which was originally introduced in April 2003 and are contained in the Paternity and Adoption Leave Regulations. Going forward the Work and Families Act 2006 provides for a new right to additional paternity leave and pay. There has been some delay

A Guide to Buying or Selling a Company

This guide to buying or selling has been prepared to give an inexperienced seller or buyer a brief overview of the various stages of buying or selling a UK company. The Beginning The first stage that the parties to such a deal will usually go through simply involves the early negotiating for the m

NATIONAL EMPLOYMENT SAVINGS TRUST AUTO ENROLMENT (Special Edition)

    Morgan Russell SolicitorsHillbrow HouseHillbrow RoadEsherSurrey  KT10 9NW Telephone:  +44 (0) 1372 461411Fax:  +4 (0) 1372 461401Email:  [email protected] Charlwood Leigh LimitedCameron HouseChurch StreetLeatherh

Comparison between Key Labour Law Issues in England and Wales and France

    THE RIGHT ENGLAND AND WALES – The Summary FRANCE – The Summary General Trade unions are not powerful. Employment relationship mainly governed by individual agreement with additional statutory protection (including e.g. minimum notice perio

Employment Law News - March 2012

Disciplinary suspension should not be a “knee-jerk” reaction Bully-boy tactics cut no ice with the Court of Appeal When is a group not a “grouping” The Help II International commuters can be protected by UK employment law Rights of long term sick

Key Labour Law issues in England and Wales

1.     GENERAL INTRODUCTION UK employment law makes a distinction between employees who work under a contract of employment and independent contractors who work under a contract for services. An employee enjoys more legal rights than an independent contractor. However, some rig

Employment Contracts - Key Ingredients (Part 2 of 4)

As a preliminary point, it is worth briefly discussing what a contract is. A contract is an agreement which gives rise to legally enforceable obligations for the parties to it. A contract is formed when an offer containing the basic terms of the agreement is made by one party and in response the ot

A Guide to Distribution Agreements

This guide will consider the following:  The Nature of Distributions Agreements; Types of Distribution Agreements; Tax Issues; The Law and Distributions Agreements; and Common Terms in Distribution Agreements. 1.            THE NA

Redundancy: Discrimination and other potentially difficult issues

 (A)         THE BASICS 1.            INTRODUCTION 1.1       SOME BASIC POINTS I make no apology for setting out below, what may be obvious and well kno

Potential Redundancies (less than 20 Employees)

1. INTRODUCTION This advice note focuses on dealing with redundancies of less than 20 employees. The purpose of this advice note is to set out in brief the legal framework within which you must work.  This only provides a basic framework and you should take specific legal advice wh