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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 - 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.

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

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 - 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 Much of the previous law affecting companies will be repealed or amended by the Act.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 - 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

Servant or serf? (extract from May 2012 edition of Employment Law News)

It does not seem so long ago that the concept of an automatic transfer of employees under TUPE evoked exclamations of incredulity and disbelief amongst non-lawyers (and some lawyers).  Now we have all got used to the idea, Gabriel v (1) Peninsula Business Services Ltd (2) Taxwise Services Ltd

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

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

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

Statutory Redundancy Payments

INTRODUCTION Please see below our standard framework advice note on redundancy payments.   The purpose of this note is to set out the very basic information only. There are some exemptions, for example, that are not covered in this note.  There may also be other cost consequences on

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

'Consultant' transferred under TUPE (extract from the July 2012 edition of Employment Law News)

Freedman gives us an example of the difference between a person being accepted as self-employed for the purposes of tax and national insurance but in fact being an employee. Dr Freedman operated a business as a sole trader, and in 2009 incorporated it as Career Energy Ltd (CEL). A new company, Caree

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

Jemma Thurlow LLB

Jemma Thurlow LLB - Solicitor      Jemma Thurlow LLB - [email protected] Tel: +44 (0)1372 461411Fax: +44 (0)1372 461401 Jemma qualified in 2010 as a Solicitor.  She trained with a regional legal 500 firm in Surrey having achieved a distinction in h

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

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;

Provision of Services Regulations 2009

The Provision of Services Regulations 2009 apply to the majority of private sector businesses in the UK.  They apply to business-to-business and business-to-consumer services. The Regulations impose obligations on businesses to make certain information available to customers, and to deal with

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


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

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

Rights to a hearing by an impartial and independent tribunal (extract from June 2012 edition of Employment Law News)

Mattu v The University Hospitals of Coventry and Warwickshire NHS Trust [2011] EWHC 2068 (QB) is a useful case looking at the extent to which Article 6 rights will be engaged in NHS disciplinary procedures.  It concerns a consultant, dismissed for misconduct by the chief executive of the Trust

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


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

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 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


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;

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’


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;

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

Disability Discrimination - The Duty to Make Reasonable Adjustments to your Property

The Court of Appeal has recently upheld a judgement under the Disability Discrimination Act 1995 against a service provider, requiring it to undertake some £200,000 of building work at one of its properties in order to facilitate the needs of a disabled customer.The Background: what the legisl


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

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


  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

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

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

Voluntary Strike Off and Voluntary Liquidation

IN WHAT CIRCUMSTANCES CAN A COMPANY APPLY TO BE STRUCK OFF THE REGISTER? A company can apply to the registrar to be struck off the register and dissolved.  A company can do this if it is no longer needed.  The directors make the application. This procedure is not an alternative to formal

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

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


1          What is Insolvency? Insolvency is legally defined as: A company is insolvent (unable to pay its debts) if it either does not have enough assets to cover its debts (i.e. the value of assets is less than the amount of its liabilities), or if

Employment Law News - July 2012

Not reasonable for employer to ignore medical report Beecroft redux Brevity is the soul of an ET1 Union did not victimise member by refusing to continue representation Changing the EDT Complex redundancy selection criteria not always necessary TUPE anoraks this way

Key Issues on recruitment and termination of employees in England and Wales

 1.            GENERAL INTRODUCTION Compared with the United States, where there is no requirement for a written or verbal contract of employment and employers and employees can terminate the employment relationship at any

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

Practical Safeguard for Commercial Businesses in the midst of a difficult economic climate

A Tough Economic Climate: As we are all aware, and so often reminded by the media, in terms of economic duress, the year 2009 is predicted to be one of the toughest years this country will have experienced since the Second World War. From a commercial perspective this translates into soaring costs,

Employment Law News - May 2012

Justification for direct age discrimination must be related to the general public interest Indirect discrimination related to retirement is unlawful age discrimination Rejected applicants have no right to disclosure of the successful candidate’s details Servant or serf?

Business Continuity

This briefing note sets out what the legal implications of business interruptions are and provides practical steps for consideration, particularly in light of the Olympic Games and Paralympic Games this year and other high profile matters. In recent years there have been a number of high profile th

Disciplinary Investigations and Hearings

This advice note is intended to provide a summary of the issues that may need to be considered when conducting disciplinary investigations and hearings. It is not intended to be a detailed analysis of the law in this area.   The Statutory Dismissal and Disciplinary procedures which came into f

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


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

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

Employment Law News - February 2012

Increase in tribunal limits Domestic workers Offshore workers can be required to take annual leave while onshore Discrimination on the ground of marital status A TUPE miscellany What counts as suitable alternative employment? No compensation for manner of dismissal. Ever Employer entitled t

Employment Law News - June 2012

After the Beecroft brouhaha Early retirement benefits transfer under TUPE Organised groupings are not just a matter of happenstance Whistle-blowers’ protection for LLP members Refusing a settlement offer The Help III Rights to a hearing by an impartial and ind

Age Discrimination

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

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