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View the related checklists about Company limited by shares

Reviewing board minutes—checklist

Reviewing board minutes—checklist STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. ECCTA 2023, Pt 1 contains a substantive package of proposals enhancing the role of Companies House and increasing the transparency of UK corporate entities. The provisions of the ECCTA 2023 come into force over an extended period. Many of the provisions in the legislation require detailed secondary legislation and guidance, and the construction of new technical processes and tools to implement the reforms. For more information, see Practice Notes: The Economic Crime and Corporate Transparency Act 2023—what Banking & Finance lawyers need to know, The Economic Crime and Corporate Transparency Act 2023—tracker and Corporate transparency reform—changes to company registers. Board minutes As part of the pre-completion process and satisfaction of the conditions precedent, lawyers acting for a lender in a typical financial transaction need to review the board minutes of the borrower, guarantor and any security provider. Following a board meeting of a company, the directors must...

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Incorporating a company

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. A number of its provisions came into force on 4 March 2024 and may impact this content. 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, particularly the legislation and consultation tracker.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 Companies Act 2006 (CA 2006).The company is a very commonly used business vehicle; there are over 5 million registered companies in...

Companies limited by guarantee

A company limited by guarantee is a type of company with members who have undertaken to contribute to the assets of the company in the event of its being wound up. This Practice Note summarises the main features of a company limited by guarantee and why a guarantee company might be used as a vehicle to carry on a business as opposed to a company limited by shares.What is a company limited by guarantee?Limited companies can be either limited by shares or by guarantee. A company limited by guarantee is a type of company whose members have undertaken to contribute to the assets of the company in the event of it being wound up. It is not possible for a company limited by guarantee to be a public company.Most companies limited by guarantee do not have shares because since 22 December 1980 (1 July 1983 in Northern Ireland), it has not been possible to form a company limited by guarantee with a share capital. Companies limited by guarantee with a...

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Consent to short notice of a general meeting of a private company or unlisted public company

Consent to short notice of a general meeting of a private company or unlisted public company Company number: [insert number] [insert company name] [ Limited OR PLC] (the Company) Agreement of members to short notice of a general meeting We, the undersigned, being [all the members [and the nominees of members] having OR a majority in number of the members [and the nominees of members] having, and together holding not less than [90 OR 95 OR [insert other figure]]% in nominal value of the shares giving,] the right to attend and vote at the general meeting of the Company to be held at [insert time] on [insert date] at [insert place][, and additionally, through the

Ireland—Member’s consent to short notice of a general meeting of a private limited company

Ireland—Member’s consent to short notice of a general meeting of a private limited company This Precedent sets out standard wording for the agreement of members of a private company limited by shares to agree to short notice of a general meeting. For details on the notice periods required for general meetings for private companies limited by shares, see Precedent: Ireland—Notice of an extraordinary general meeting of a private limited company. Company number: [insert number] [insert company name] Limited (the Company) Agreement of members to short notice of a general meeting Calling a meeting on short notice A general meeting may be called on short notice if agreed by: • all the members entitled to attend and vote at the meeting, and • the statutory auditors of the company (unless the company has availed of the statutory audit exemption under CA 2014 (IRL), s 360 or CA 2014 (IRL), s 365 Please note that in addition to the above requirement to convene a meeting at short notice, to propose and...

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Can a company pay for or indemnify one of its directors in relation to a fine which has been imposed on such director following civil or criminal proceedings?

Can a company pay for or indemnify one of its directors in relation to a fine which has been imposed on such director following civil or criminal proceedings? We assume in this Q&A that the company is a private company limited by shares. A company is generally prohibited from indemnifying its directors against any liability in connection with any negligence, default, breach of duty or trust in relation to the company (section 232(1) of the Companies Act 2006 (CA 2006)). However, directors can be protected from liability by the acquisition and maintenance of insurance by the company for its directors against liabilities and by the company giving qualifying indemnities to its directors against certain liabilities (CA 2006, s 232(2)). Accordingly, a company may purchase a directors’ and officers’ insurance policy (D&O policy) to protect a director from liability (CA 2006, s 233). A D&O policy covering the liabilities of directors is a commercial product. The range of cover will depend on the terms negotiated with the...

View the latest UK Parliament Acts documents on Company limited by shares

4 Private and public companies

(1)     A “private company” is any company that is not a public company.(2)     A “public company” is a company limited by shares or limited by guarantee and having a share capital—(a)     whose certificate of incorporation states that it is a public company, and(b)     in relation to which the requirements of this Act, or the former Companies Acts, as to registration or re-registration as a public company have been complied with on or after the relevant date.(3)     For the purposes of subsection (2)(b) the relevant date is—(a)     in relation to registration or re-registration

61 Continuation of existing exemption: companies limited by shares

(1)     This section applies to a private company limited by shares—(a)     that on 25th February 1982—(i)     was registered in Great Britain, and(ii)     had a name that, by virtue of a licence under section 19 of the Companies Act 1948 (c 38) (or corresponding earlier legislation), did not include the word “limited” or any of the permitted alternatives, or(b)     that on 30th June 1983—(i)     was registered in Northern Ireland, and(ii)     had a name that, by virtue of a licence under section 19 of the Companies Act (Northern Ireland)