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View the related checklists about Companies Acts

Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist

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...

View the related practice notes about Companies Acts

Companies Act 2006—history and approach to implementation

The Companies Act 2006 (CA 2006) embodies the most wide-ranging reform of company law in over 20 years. It was brought into force on a staggered basis over a period of around three years and its final provisions came into effect on 1 October 2009. It replaces the Companies Act 1985 (CA 1985) as the key UK company law statute and, while to a large extent CA 2006 restates the law as in force under CA 1985, it also contains significant changes to it.Although most of CA 1985 was repealed as CA 2006 was implemented, a small proportion of CA 1985 remains in force. For more information, see Practice Note: Companies Act 1985 and Table A.Comprising 1,300 sections and 16 schedules, CA 2006 was thought to be the longest statute passed into English law at the time of its Royal Assent. In addition to its length, there are two other notable features in terms of the way it is drafted:•it is drafted in relatively plain English, avoiding some of the...

Will interpretation—property passing on death

Will interpretation—property passing on death Rules relating to the construction of Wills have developed over many years and those surrounding the interpretation of dispositions were quite unclear due to the differing rules relating to personalty and realty. This was changed by the statutory effect of the Administration of Justice Act 1982 (AJA 1982). The case of Marley v Rawlings confirmed that the modern approach is to ascertain the testator’s intention from their words. While no longer as definitive as they were previously, many of the previous rules remain a helpful starting point. On the basis of the caselaw in this area, practitioners are advised to use only precedents that are in common usage and not to depart from them without careful consideration. References to property in a Will speak from the date of death A reference to real and/or personal property (for a discussion of real and personal estate, see Practice Note: Devolution of assets and the need for a grant) in a Will speaks from the...

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Share purchase agreement—pro-buyer—corporate seller—conditional—long form

Share purchase agreement—pro-buyer—corporate seller—conditional—long form This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate entity] incorporated in [England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Seller); 2 [Insert name of purchasing corporate entity] incorporated in England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Buyer), and 3 [Insert name of guarantor entity] incorporated in England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Guarantor) [(each of the Seller, the Buyer and the Guarantor being a Party and together the Seller, the Buyer and the Guarantor are the Parties).] Background (A) The Company (as defined below) is a private company limited by shares and is incorporated in [England and...

Share purchase agreement—pro-buyer—individual sellers—conditional—long form

Share purchase agreement—pro-buyer—individual sellers—conditional—long form This Agreement is made on [insert day and month] 20[insert year] Parties 1 The several persons whose names and addresses are set out in Schedule 1 (together the Sellers), and 2 [Insert name of purchasing corporate entity] incorporated in [England and Wales OR [Insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Buyer), [(each of the Sellers and the Buyer being a Party and together the Sellers and the Buyer are the Parties).] Background (A) The Company (as defined below) is a private company limited by shares and is incorporated in[ England and Wales OR [insert country of incorporation]]. Details of the Company are set out in Schedule 2, Part A. (B) The Sellers are the legal and beneficial owners of the Sale Shares (as defined below), being in aggregate the entire allotted and issued share capital of the Company. (C) The Sellers have agreed to sell and the...

View the related q&as about Companies Acts

Can the write-off of a loan made by one company to another be a distribution under Part 23 of the Companies Act 2006, where both the lending company and the borrowing company have the same majority shareholder?

Can the write-off of a loan made by one company to another be a distribution under Part 23 of the Companies Act 2006, where both the lending company and the borrowing company have the same majority shareholder? We can find no direct authority confirming that the write-off of a loan made by one company to another, where both the lending company and the borrowing company have the same majority shareholder, is a distribution under Part 23 of the Companies Act 2006 (CA 2006) or that it is not. There is a possibility that a court could view such a transaction as a distribution for these purposes and some careful analysis of the law and the facts will be necessary. However, Stakefield (Midlands) and others v Doffman and another provides some useful guidance. The court found that the waiver by a company (S Ltd) of certain loans owed to it by other companies associated with it (by virtue of two of the shareholder/directors of S Ltd...

When is a private company allowed to offer shares to the public? Would an offer to several investors or a group of high net worth individuals be construed as an offer to the public?

When is a private company allowed to offer shares to the public? Would an offer to several investors or a group of high net worth individuals be construed as an offer to the public? Prohibition of public offers by private company (Companies Act 2006, Part 20, Chapter 1) Under section 755(1) of the Companies Act 2006 (CA 2006) a private limited company must not: • offer to the public any securities (ie shares or debentures) of the company, or • allot or agree to allot any securities of the company with a view to their being offered to the public Further CA 2006, s 755(2) confirms that, unless proved otherwise, an allotment or agreement to allot securities will be presumed to be made with a view to their being offered to the public if an offer of the securities (or any of them) to the public is made: • within six months after the allotment or agreement to allot, or • before the receipt by the...

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Restructuring & Insolvency weekly highlights—12 May 2022

This week’s edition of Restructuring & Insolvency weekly highlights includes a look at the Queen’s Speech and the implications for R&I professionals, the latest on sanctions against Russian entities, the Court of Appeal’s decision in Edengate Homes (Butley Hall) on the assignment of office-holder claims, the latest in our INSOL Europe/Lexis®PSL series of country guides on the implementation of Directive (EU) 2019/1023, plus a round up of other R&I related news.

Moveable Transactions (Scotland) Bill—Statutory Pledges

Restructuring & Insolvency analysis: This is one of a series of articles we at Morton Fraser are producing to guide finance companies through the wholesale change proposed in Scots law in relation to security over goods, intellectual property and shares, on the one hand, and invoice finance or the purchase of receivables, on the other.

View the latest UK Parliament Acts documents on Companies Acts

2 The Companies Acts

(1)     In this Act “the Companies Acts” means—(a)     the company law provisions of this Act,(b)     Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c 27) (community interest companies), and(c)     the provisions of the Companies Act 1985 (c 6) and the Companies Consolidation (Consequential Provisions) Act 1985 (c 9) that remain in force.(2)     The company law provisions of this Act are—(a)     the provisions of Parts 1 to 39 of this Act, and(b)     the provisions of Parts 45 to 47 of this Act so far as they apply for the purposes