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View the related checklists about Companies House

Incorporating a private company limited by shares—checklist

Incorporating a private company limited by shares—checklist For full details on the incorporation of a private company limited by shares, see Practice Note: Incorporating a company. Matter to be considered or step to be taken Companies Act 2006 (CA 2006) reference (if applicable) Tick box when step complete or matter considered Preparing to incorporate a private company limited by shares Will the company be tailor-made on incorporation or purchased 'off the shelf'? If the company is to be 'tailor made', proceed with the rest of the considerations and steps within this checklist. N/A Who are the initial shareholders (also known as subscribers)? There may be just one subscribing shareholder. CA 2006, ss 9–10 Who are the initial directors of the company? A private company may have a sole director. CA 2006, ss 9, 154 Will the company appoint a company secretary? Private companies are not required to have secretaries. CA 2006 ss 270, 271 Is the company adopting its own, bespoke articles of...

Resolutions required to be filed with Companies House—checklist

Resolutions required to be filed with Companies House—checklist Resolutions under the Companies Act 2006 The Companies Act 2006 (CA 2006) specifies certain matters that must be effected by ordinary resolution (ie simple majority) passed by the members of a company, eg the removal of a director. CA 2006 also specifies certain matters which must be effected by special resolution of the company or where the relevant threshold for effecting a matter is 75%. For more information about resolutions, see Practice Note: Member resolutions. Not every resolution passed by the members of a company needs to be filed at Companies House. CA 2006, Pt 3, Ch 3 specifies when resolutions are to be filed with the registrar of companies (ie Companies House). The table below sets out resolutions that are required under CA 2006 to be filed with Companies House. Resolution/threshold requirement Matter Regulation in relevant SI/section in CA 2006 Special resolution Any special resolution (for a list of special resolutions, see checklist: Special resolutions and other resolutions requiring 75%...

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The regulation of sanctions—flowchart

The regulation of sanctions—flowchart This Flowchart highlights the enforcement bodies which have responsibility for enforcing UN and UK sanctions under the Sanctions and Anti-Money Laundering Act 2018 (SAMLA 2018) in the UK. This flowchart should be read in conjunction with the following Practice Notes: The UK sanctions framework under SAMLA 2018 and The enforcement of financial sanctions breaches in the UK. In this flowchart, the following bodies and abbreviations are referenced: • Foreign, Commonwealth & Development Office (FCDO) • HM Treasury (HMT)

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Statement of Changes in Immigration Rules, HC 309—analysis [Archived]

Statement of Changes in Immigration Rules, HC 309—analysis [Archived] This analysis considers the main changes to the Immigration Rules (the Rules) set out in HC 309. HC 309 was issued on 7 December 2017, along with an Explanatory Memorandum (EM). It covers: • the electronic issuing of entry clearance • controversial changes to the Rules relating to indefinite leave to remain (ILR) for main applicants and their dependants in work categories, in particular on how absences from the UK are to be treated • substantial amendments to the Tier 1 (Entrepreneur) sub-tier • amendments to Tier 1 (Exceptional Talent) including: ◦ increasing the Tier 1 (Exceptional Talent) limit to 2000 endorsements per year, with 1,000 of these to be allocated among the Designated Competent Bodies on a first-come first-served basis ◦ introducing provision for migrants endorsed under the exceptional talent criteria to apply for ILR after three years • amendments to Tier 2 (General), including: ◦ allowing Tier 4 (General) students to apply to switch into Tier...

Buyer’s contract negotiation guide—buyer’s initial checklist for contract negotiation

Buyer’s contract negotiation guide—buyer’s initial checklist for contract negotiation This Checklist is intended to help a buyer’s solicitor carry out an initial review of the first draft of a contract for the purchase of commercial property issued by the seller by identifying headline points to check. Sometimes the seller’s solicitor will have drafted the contract without a full appreciation of all the issues that will need to be dealt with and so it is important for the buyer to be alive to anything missing at the outset and flag any likely issues or contract requirements as early as possible (even if only as a placeholder within the contract pending instructions or further information). Identification of seller and buyer The heads of terms may not define the parties accurately: • Companies House—assuming the seller is a company, the buyer’s solicitor should check at Companies House that the correct party and company number is mentioned in the heads of terms and that it matches the details shown in the title...

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Board minutes—private M&A—share purchase—completion—target

Board minutes—private M&A—share purchase—completion—target Company number: [insert company number] [insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert company name] [Limited OR PLC] (the Company) Held at [insert place of meeting] Held on [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means]] [ In attendance: ] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the Meeting]] 1 Chair, notice and quorum [insert name] was appointed Chair of the Meeting. The Chair reported that due...

Board minutes—private limited company—first meeting

Board minutes—private limited company—first meeting company number: [insert number] [INSERT COMPANY NAME] LIMITED Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] (the Company) Held at [insert place of meeting] On [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] by [insert other means]] [ In attendance:] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any advisers)]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair reported that proper notice of the Meeting had been given in accordance with the Company’s articles of association (the Articles) and that a quorum was present. Accordingly,...

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How does a company remove a charge from the charges register at Companies House that has already been released if the beneficiary of the charge is a dissolved company or has been taken over by another company?

How does a company remove a charge from the charges register at Companies House that has already been released if the beneficiary of the charge is a dissolved company or has been taken over by another company? There is no statutory requirement for a chargor to notify Companies House that it has either fully or partially satisfied a debt or had its security released. However, such notification will be in the best interests of the chargor so that any potential investors and lenders are aware that the debt has been satisfied and/or its assets are unencumbered. Where a charge has been released in full, to notify Companies House, the chargor should submit form MR04 (Statement of satisfaction in

What is the position of a security holder if the company that created the security is dissolved?

What is the position of a security holder if the company that created the security is dissolved? This Q&A focuses on the impact the dissolution of a security provider can have on the ability of a security holder to effectively enforce its security. It also considers the position of a receiver appointed by the security holder prior to the dissolution of the relevant company. Summary If a security provider is dissolved as a matter of English law it is normally still possible for the security holder to enforce the security it holds by exercising the mortgagee’s power of sale. There may be circumstances in any particular case that make an application to restore the dissolved company to the register desirable to protect the security holder’s position. Circumstances where this issue commonly arises The problems associated with a security provider being dissolved while security is in force occur most often in real estate finance and other asset finance transactions. Typically, these issues arise where a special purpose...

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Gupta prosecuted over missing accounts for 76 companies

Law360: British businessman Sanjeev Gupta and four other executives in his industrial group face criminal charges over their alleged failure to file accounts for more than 70 listed companies, the UK corporate registry confirmed on 10 October 2024.

Private Client weekly highlights—10 October 2024

This week’s edition of Private Client highlights includes: (1) the Law Commission’s consultation on burial and cremation laws; (2) Fox and Bridge v Bent, which concerned common intention constructive trusts and minors, and whether they can be successfully challenged by a trustee in bankruptcy; (3) Jassal v Shah, a first-instance decision which held that a claimant under the Inheritance (Provision for Family and Dependants) Act 1975 cannot be awarded provision towards their costs as part of the substantive award; (4) analysis of the Supreme Court’s decision on employment status in Professional Game Match Officials Limited; (5) the Ministry of Justice’s announcement that the new CPR 68 will no longer have effect from 1 October 2024; and (6) the Legal Ombudsman updates guidance on complaints involving legal fees.