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The principal constitutional document of a company, dealing with management and administration issues, most notably powers of directors, transfer and issue of shares, and board and member meetings. The articles form the fundamental contract between the company and the shareholders and must be available for public inspection at Companies House.
Under the Companies Act 2006 a company must have articles of association prescribing regulations for the company. Provisions that immediately prior to 1 October 2009 were contained in a company's memorandum but are not provisions of the kind mentioned in the Companies Act 2006, s 8 (which substantially altered the purpose of the memorandum of association) are to be treated after that date as provisions of the company's articles. Companies Act 2006, s 28(1). References in the Companies Acts to a company's 'articles' are to its articles of association (Companies Act 2006, s 18(4)); and, unless the context requires otherwise, references in the Companies Acts to a company's constitution include the company's articles. Unless model articles apply to the company, it must register articles
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Remote execution of documents resources鈥攃hecklist 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 collection that is a comprehensive, interactive resource to help聽users聽identify and work through the concepts and common issues when executing documents, including information relating to remote execution. Each section or phase includes practical聽guidance, precedent clauses and Q&As relevant to that section. For more information, see: Execution collection. 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鈥攐verview. For more specific guidance on execution requirements in other Practice Areas please check that Practice Area鈥檚 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 鈥楾ips on how to operate in...
Amending the articles鈥攃hecklist Procedure for amending the articles of association Matter to be considered or step to be taken Reference to relevant section of Companies Act 2006 (CA 2006) and/or relevant Lexis+庐 UK Corporate material Tick box when step complete or matter considered Preparing to amend the articles and preliminary checks Does the proposed amendment require shareholders to subscribe for further shares or increase a shareholder's liability? If yes, the shareholders' consent will be required to the proposed amendment. CA 2006, s 25A company鈥檚 constitution Does the proposed amendment vary or abrogate class rights? If yes, ensure that the procedure for varying or abrogating class rights is followed accordingly. CA 2006, s 630A company鈥檚 constitutionClass rights and variation of class rights Does the proposed amendment apply to provisions of the articles of association that are entrenched? If so, follow the relevant procedures for amending the entrenched provisions. CA 2006, s 22A company鈥檚
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Transfer of shares where right of first refusal (ROFR), drag along and tag along provisions apply鈥攆lowchart This flowchart, produced in partnership with Anthony Shatz of Fladgate LLP, illustrates the steps to be taken and the
Formalising the family business鈥攃hecklist Many family businesses start out with quite an informal governing structure in place; the family members have an understanding of their roles and relationships with each other, and decisions are made quickly at the kitchen table. The nature of many family businesses is that they are informal and flexible, and their objectives are often driven by doing the best for the family according to the family's values, rather than purely for the profit of the owners. However, as the business grows and more members of the family and other employees start working with them, it becomes more and more difficult to manage the business in this way. The pros and cons of formalising the family business are considered in Practice Note: Family businesses. This checklist sets out a list of questions that an adviser can put to the family (or that the family can consider themselves) to assist with setting up a structure for the family business. These questions will also help determine the matters to...
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What is a company's constitution?A company鈥檚 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:鈥he company鈥檚 articles of association, and鈥ny resolutions and agreements affecting a company鈥檚 constitutionThe CA 2006 definition of 'constitution' is not exhaustive and also refers to other documents forming part of the constitution of a company, including:鈥he certificate of incorporation and any certificates of incorporation on change of name鈥 current statement of capital (or statement of guarantee for a company limited by guarantee), and鈥ny court orders or enactments altering the company鈥檚 constitution or sanctioning a compromise, arrangement, reconstruction or amalgamationBefore 1 October 2009, the memorandum of association was an integral part of a company鈥檚 constitution, but its constitutional significance has been greatly reduced by CA 2006.What are the articles of association?A company's internal governing documentA company's articles of association are its main internal governing document, and the integral part of a company鈥檚 constitution. CA 2006 states that the articles of association 'prescribe regulations for the company'. In other words, the articles set out the...
STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. It is intended to enhance corporate transparency in the UK, principally through Companies House reforms and amendments to provisions of the Companies Act 2006. It also seeks to modernise the regulatory framework for limited partnerships and create stronger powers to tackle economic crime. ECCTA 2023 is to come into force in stages. This Practice Note reflects the parts of ECCTA 2023 in force as at 4 March 2024. For further information, see Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023鈥攖racker.What is a company?A company is a separate legal entity, distinct from its members. It is owned by its members and it is managed by its directors. It is regulated by the聽Companies Act 2006 (CA 2006).The company is a very commonly used business vehicle; there are over 5 million registered companies in the UK.The following types of company are...
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ARTICLES OF ASSOCIATION OF [NAME] MANAGEMENT COMPANY LIMITED A precedent form of articles of association for a management
Ireland鈥擡xecution clause鈥攍imited partnership鈥攄eed Execution clause鈥攍imited partnership (Ireland)鈥擠eed (drafting notes) These precedent execution clauses are for use by a limited partnership entering into a deed (rather than a simple contract). Four alternative execution clauses are given for a deed executed by: 鈥 an individual general partner in the presence of a witness 鈥 a person at an individual general partner鈥檚 direction given in the presence of a witness who attests the signature 鈥 an individual general partner whose signature is acknowledged by them in the presence of a witness who attests the signature 鈥 a corporate general partner Limited partnership The Limited Partnership Act 1907 (Ireland) (LPA 1907 (IRL)) provides for the creation of a partnership in which some partners have limited liability for the debts of the firm. Their liability is limited to the extent of their contribution. LPA 1907 (IRL), s 4 provides that a limited partnership must consist of at least one general partner and one limited partner. The partnership should not generally consist of more than 20...
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Is a member of an unincorporated association entitled to seek a declaration from the court as to the construction of the rules of the association and if so would the defending party be another member or committee member advocating a different construction? An unincorporated association: 鈥 is an organisation formed when two or more persons (the members) carry on activities together for a common purpose 鈥 does not operate for the purpose of generating profit 鈥 is not a separate legal entity from its members and officers, which means that the officers and members are personally liable for the debts and obligations of the association, and 鈥 may not enter into contracts, own assets, sue or be sued in its own name The members agree how the unincorporated association is to be governed and run by creating a set of association rules, functioning in a similar way to a company鈥檚 articles of association. The relationship between members is, therefore, contractual and based on the provisions of the rules...
Does a company鈥檚 articles of association override the provisions of the Companies Act 2006 relating to valid execution of a document? For example, if a company鈥檚 articles of association stated that all deeds had to be signed by two directors would a deed signed by one director in the presence of a witness be valid execution by that company? Deed There are four key requirements for deeds: 鈥 a deed must be in writing 鈥 it must be clear from the face of the instrument that it is a deed and is intended to be a deed 鈥 the form of execution for a deed will vary depending upon the type of legal person that is executing the deed鈥攅xecution by a company is discussed below 鈥 a deed must be delivered for it to take effect For further guidance, see Practice Note: Executing documents鈥攄eeds and simple contracts. Execution by a company Documents executed as deeds must be expressed as being executed by the company. A document...
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This week鈥檚 edition of Private Client highlights includes: (1) OPG publishes updated professional deputy costs for England and Wales and updated property and financial affairs guidance for attorneys; (2) the Law Commission launches a consultation on a new regulatory framework for funerary methods; (3) HMRC updates its guidance on VAT and private schools; (4) Jusan Technologies Ltd v Uconinvest Llc, which considers the registration of shareholders and the power of directors to bind a company; (5) New Supplemental Swiss Rules for Trust, Estate and Foundation Disputes which will come into force on 1 July 2025; (6) analysis of HNW Lending Ltd v Lawrence, which provides useful guidance on the application of the Contracts (Rights of Third Parties) Act 1999; and (7) two more free webinars.
This week's edition of Corporate weekly highlights includes an update on when final FCA rules on Private Intermittent Securities and Capital Exchange Systems (PISCES) will be published and when applications to run a PISCES platform will open, analysis of a case about rectification of the register of members and the power of directors to bind a company (Jusan Technologies Ltd v Uconinvest Llc) and a case considering whether a partnership or joint venture had been formed between parties and whether fiduciary duties had arisen.
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