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Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist The majority of law applicable to limited liability partnerships (LLPs) is actually modified company law rather than partnership law. The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (2009 Regulations) apply many parts of the Companies Act 2006 (CA 2006), with appropriate modifications, to LLPs. The 2009 Regulations also apply Parts 1, 2, 3 and 5 of the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974 to LLPs. The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (2008 Regulations) apply parts of CA 2006 in relation to accounts and audit to LLPs with appropriate modifications. This Checklist sets out those provisions of CA 2006 that are applied to LLPs pursuant to these regulations. Companies Act 2006 (CA 2006), section Statutory instrument applying CA 2006 provision Subject Part 2—Company formation CA 2006, s 12A 2009 Regulations, SI 2009/1804, reg 3A (link accessible within SI 2009/1804, reg 4) (inserted by SI 2016/340, reg 5 and SI...
The Companies (Cross-Border Mergers) Regulations 2007—timetable [Archived] NOTE: This archived timetable summarises the typical timetable for a merger under The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/297 before the regulations were revoked at the end of the Brexit implementation period. Background The European regime governing mergers between companies in different member states of the EEA derives from Directive 2005/56/EC, the Directive on Cross-Border Mergers of Limited Liability Companies (Directive). The UK implemented the Directive via The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974, as amended by SI 2008/583, SI 2011/1606 and SI 2015/180 (Cross-Border Mergers Regulations). As well as a framework for mergers, the Cross-Border Merger Regulations govern employee participation arrangements (see Employee participation arrangements below). The City Code on Takeovers and Mergers (Code) will apply in the normal way to the extent that at least one of the companies involved in the merger is covered by the scope of the Code. The Takeover Panel (Panel) has published a practice statement providing guidance on the application of the Code to...
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The European Social Entrepreneurship Funds (EuSEF) Regulation The EuSEF regulatory framework This Practice Note provides an overview of the European Social Entrepreneurship Funds Regulation (EU) 346/2013 (the EuSEF Regulation) as amended by Regulation (EU) 2017/1991, Regulation (EU) 2019/1156 and Regulation (EU) 2023/2869. The EuSEF Regulation is a specialist alternative investment fund (AIF) regime available to alternative investment fund managers (AIFMs) under the Alternative Investment Fund Managers Directive (2011/61/EU) (AIFMD). AIFMs managing qualifying social entrepreneurship funds can elect to use the ‘EuSEF’ designation for these funds to market them to professional, and certain high net-worth, investors throughout the EU under the EuSEF marketing passport. The EuSEF Regulation was introduced alongside Regulation (EU) 345/2013 on European venture capital funds (EuVECA Regulation). The EuVECA Regulation, as amended, is beyond the scope of this Practice Note, but is covered in Practice Note: European Venture Capital Funds (EuVECA) Regulation. On 1 March 2018, Regulation (EU) 2017/1991 amending the EuVECA Regulation and the EuSEF Regulation (the Amending Regulation) took effect. The changes set out in the...
Fraudulent trading claims under sections 213 and 246ZA of the Insolvency Act 1986 A fraudulent trading claim arises under two separate statutory routes: • it is a criminal offence under section 993 of the Companies Act 2006 • a civil remedy arises under sections 213 and 246ZA of the Insolvency Act 1986 (IA 1986) This Practice Note deals with the latter. What is fraudulent trading? Fraudulent trading is a claim which arises under IA 1986, s 213 (liquidation) or IA 1986, s 246ZA (administration) and seeks to recover property to the company's assets where: • the company has been wound up or entered administration, and • the business of the company was carried on with the intent: ◦ to defraud its creditors, and/or ◦ to defraud creditors of any other person(s), and/or ◦ for any other fraudulent purpose(s) In the circumstances, negligence or incompetence will not be sufficient. Who can commence a fraudulent trading claim? Historically, fraudulent trading claims could only be brought by a liquidator. However,...
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Ireland—Notice of an extraordinary general meeting of a private limited company This is a precedent notice of a general meeting of a private company limited by shares. The notice provisions are as follows: • an annual general meeting or an extraordinary general meeting for the passing of a special resolution must be called by giving notice of at least 21 days • any other extraordinary general meeting must be called by giving notice of at least seven days Company number: [insert number] [insert company name] limited (the Company) Notice of Extraordinary general meeting Details of extraordinary general meeting The notice must state the date, time, place and general business of the meeting. Special measures were introduced by the government in August 2020 to mitigate the COVID-19 pandemic’s effect on corporate governance, among the measures introduced was a dispensation which allowed companies in Ireland to hold general meetings virtually, in whole or in part, during the interim period as long as all attendees have a reasonable opportunity to participate...
Ireland—Deed of assignment and conveyance—unregistered—freehold and leasehold Commencement Section 64(2)(a) of the Land and Conveyancing Law Reform Act 2009 (Ireland) (LCLRA 2009 (IRL)), provides that one of the criteria for establishing if a document is a deed is whether the document is described at its head with the appropriate wording such as ‘Conveyance’, ‘Assignment’, ‘Indenture’, ‘Deed’, etc. Date While it is usual practice to date a deed on the date of completion a deed actually takes effect on the date of its delivery. The concept of delivery means that it is possible for a deed to be valid even if it has not been dated. If a deed is not dated, external evidence is admissible to prove the correct date from which it was intended to operate. Where a date is inserted, it is presumed that this date is the date on which the deed took effect. However, this presumption may be rebutted by evidence to the contrary. See: Browne v Burton (1847) 17 LJQB 49 (not reported by Lexis+® UK). It is good...
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There was a mistake in a debenture that was filed at Companies House, do I need to register the amendment and send another copy to Companies House? Introduction When amending a debenture that creates registrable security interests under the Companies Act 2006 (the CA 2006), it is necessary to consider the nature of the amendment (in particular, whether it creates a new charge) and whether that falls into one of the categories of a registrable amendment. In any event, however, the company must keep copies of the instruments effecting any amendments available for public inspection. In the context of secured lending and for the purpose of this Q&A, the term 'debenture' refers to an agreement that grants security interests over assets provided as collateral for either that party’s own obligations or the obligations of a third party. Note that the term 'debenture' can also refer to a document that either creates or acknowledges a debt. A debenture creates security interests such as mortgages and fixed and...
Under Regulation 24 in Part 6 of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015, is it a requirement that an LLP's full registered name is shown on its business cards? The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015, SI 2015/17 (the Regulations) require an LLP to display its name at its registered office and other places of business, on business documents and on websites. Regulation 24 contains a list of items upon which the registered name must be disclosed upon. Business cards are not included in the list, but the final bullet point (g) is a catch all (‘all other formats of its business correspondence and documentation’). We have not identified any case law on this point, but it seems possible that a business card could fall within this catch all category. The wording of regulation 24 should also be read in
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Corporate analysis: This case which relates to a claim for rectification of the register of members of Jusan Technologies Ltd (JTL) gave rise to some important questions about the registration of shareholders under a company’s articles of association and the ambit of section 40 of the Companies Act 2006 (CA 2006). The Court held that: (1) JTL’s directors had acted in excess of their powers by registering a shareholder as a member of JTL without first complying with a requirement set out in the Articles of Association (AoA) and the Shareholders Agreement (SHA) for the prior execution of a deed of adherence to the SHA (Deed of Adherence) by the new member before registration could take place; (2) Notwithstanding the directors’ excessive exercise of power, JTL could not rely on that in its claim for rectification of the register of members as a result of CA 2006, s 40, which gives directors the power to bind a company in favor of a person dealing with it in good faith. Written...
This week's edition of Restructuring & Insolvency weekly highlights includes: the launch of a consultation on a new practice statement for schemes of arrangement and restructuring plans, the judgment of the Court of Appeal concluding that administrators are unable to obtain an order under section 234 of the Insolvency Act 1986 for delivery of possession of a property over which receivers have been appointed by the mortgagee (Carvill-Biggs v Reading), analysis of the Court of Appeal’s decision relating to a remuneration application by administrators (Frost v The Good Box Co Labs Ltd), plus a round-up of other news and cases for restructuring and insolvency professionals.
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