Legal Checklists

Resolutions under the Companies Act 2006 The Companies Act 2006 ( CA 2006) sets out which decisions must be made by ordinary resolution—meaning a simple majority—of a company’s members, such as dismissing a director. It also identifies those decisions that must be taken by special resolution, or where the applicable approval threshold is 75%. For further guidance on resolutions, refer to Practice Note: Member resolutions. Not all member resolutions of a company are required to be lodged at Companies House. Part 3, Chapter 3 of CA 2006 determines the circumstances in which resolutions must be delivered to the registrar of companies (that is, Companies House). The table below summarises the resolutions that, under CA 2006, must be filed at Companies House. These requirements apply only as specified by CA 2006, Pt 3......

Use this checklist when representing the seller in the disposal of a registered freehold residential property, whether offered with vacant possession or burdened by a lease or multiple leases. It is not comprehensive and will not address every eventuality in every transaction. You should always consider if there are additional matters that require attention. It does not purport to be a complete guide for every case. Preliminary matters Have you taken instructions from the client? Robust due diligence and effective transaction management depend on a clear grasp of the seller’s objectives and the proposed sale terms. Obtain full instructions, and clarify any elements of your brief that are unclear or out of the ordinary. Consider whether further specialist input is required; for example, planning advice where completion is conditional upon planning permission being secured. The table below sets out some of the principal points on which...

This checklist is intended for situations where you act for the buyer on the purchase of a registered freehold residential property, whether with vacant possession or subject to one or more leases. It is not comprehensive and will not anticipate every eventuality in every matter or transaction. You should always carefully consider if any other points need to be addressed. It includes the following principal sections: Preliminary matters Does the buyer need a mortgage to acquire the property? Before exchange of contracts Are you ready to exchange? Exchange of contracts Post exchange steps Between exchange and completion Are you ready to complete? Completion Post completion Preliminary matters Have you obtained instructions from the buyer? Thorough due diligence and smooth management of the deal demand a clear grasp of the buyer’s priorities and the proposed...

This checklist offers a brief overview of the actions to take and the paperwork to prepare for a public limited company to convert to a private unlimited company under Part 7 of the Companies Act 2006 ( CA 2006)... Preliminary considerations Ensure the company fully understands the consequences of becoming unlimited. Members and directors should note that: an unlimited company is not obliged to file accounts at Companies House ( CA 2006, s 448); capital maintenance rules do not restrict an unlimited company ( CA 2006, s 690); and members’ liability has no ceiling, so they must be prepared to support the company financially. Re-registration of a public company as private and unlimited Confirm whether the company has...

This checklist offers a concise overview of actions and paperwork needed to re-register a private limited company as unlimited under Part 7 of the Companies Act 2006 ( CA 2006). Preliminary considerations Is the company fully apprised of what becoming unlimited entails? Directors and members should note: no obligation to file accounts at Companies House ( CA 2006, s 448); capital maintenance rules do not constrain an unlimited company ( CA 2006, s 690); members’ liability is unlimited, so they must be prepared to financially back the company. Re-registration of a private limited company as an unlimited company Has the company been re-registered as limited before? If yes, it cannot convert to unlimited ( CA 2006, s...

This checklist provides a concise guide to the actions required and the documents to assemble for an unlimited company to re-register as a private limited company under Part 7 of the Companies Act 2006 ( CA 2006). Preliminary considerations Step Notes/ Resources Tick box when step complete or matter considered Are the company and its directors fully informed of the additional restrictions and obligations that apply to private limited companies when compared with unlimited companies? If not, ensure they understand: the need to file accounts; members’ status will shift from unlimited liability to liability limited to the amount paid for their shares (or to the amount set out in the statement of guarantee, if the company is to be limited by guarantee); the company will be subject to share capital maintenance rules that did not previously apply to it as an...

This checklist provides a concise guide to the actions to take and the documents to prepare for a public limited company to re-register as a private limited company under section 97 of the Companies Act 2006 ( CA 2006). It covers: Preliminary considerations Documentation Meetings and procedures Companies House filings and certificates Cancellation of listing and trading—additional matters Post-registration matters Preliminary considerations Step, notes/resources, and a tick box to confirm completion or consideration. Listed public companies and unlisted ‘transitional companies’ should consult the Takeover Panel for guidance on suitable disclosures for the company’s shareholders and on recommended wording to include in the circular to shareholders. Draft the relevant section of the circular to shareholders explaining the City Code on Takeovers and Mergers ( Code) and the protections it gives shareholders that will be lost on...

Checklist This Checklist offers a concise route map to the actions required and the documents to assemble for a private limited company to re-register as a public limited company under Part 7 and section 90 of the Companies Act 2006 ( CA 2006), covering the following areas: Preliminary considerations Documentation Meetings and procedures Companies House filings and certificates Post-registration matters Preliminary considerations Step | Notes/ Resources | Tick box when step complete or matter considered Does the company have a share capital that fulfils the requirements for public companies? If not, the share capital must be brought up to the necessary level before re-registration can proceed. See CA 2006, s 90. Note: only a private company with a share capital can be re-registered as a public company, which means a private company limited by guarantee cannot convert in this way......

STOP PRESS This Practice Note reflects the law as it currently stands; however, please be aware that several aspects will be influenced by the Digital Omnibus proposals published on 19 November 2025 under the Commission’s ‘simplification’ agenda. For further details, see Practice Note: EU Digital Omnibus—tracker. This checklist summarises, in table form, the responsibilities of each category of economic operator under Regulation ( EU) 2024/1689, which establishes harmonised rules on artificial intelligence (the EU AI Act). The EU AI Act appeared in the Official Journal of the EU on 12 July 2024 and introduces a cross-sector regulatory model governing the use and operation of AI systems throughout the EU. Its purpose is to deliver a harmonised regime for AI across the Union, supporting a ‘uniform legal framework in particular for the development, marketing and use of AI in conformity with EU values’ together with...

Request for Information ( RFI) Before launching a formal tender for outsourced information technology services, organisations commonly seek essential details from prospective suppliers. This is usually achieved by circulating a Request for Information ( RFI) to multiple providers. A company might deploy an RFI to clarify the solution it aims to procure, or as a market‑warming step to test supplier appetite for the engagement. More often, the RFI’s chief purpose is to shortlist suppliers, after which a fuller Request for Proposal ( RFP) or an Invitation to Tender can be issued. An RFI should be crafted to draw out a set of standard data about the supplier, including its corporate make‑up and international footprint, together with details of the supplier’s experience and typical service catalogue. High‑level pricing indications can also be requested. The extent of detail sought will depend on both the...

When applying for a detailed assessment using form N258, ensure you submit every document required under CPR PD 47 para 13.2. Refer to the checklist below for guidance. You must also give an estimate of the time the detailed assessment hearing will require. Request for Detailed Assessment Hearing (general form) ( Form N258) If the request is made by a party other than the receiving party, the applicant should provide all the documents listed below that are in their possession ( CPR PD 47, para 13.2(k)). Checklist ( Practice direction para reference / Document / Have I provided it?) CPR PD 47, para 13.2(a): A copy of the notice of commencement of the detailed assessment proceedings CPR PD 47, para 13.2(b): A copy of the bill of costs CPR PD 47, para 13.2(c): The document conferring the right to detailed...

Reporting suspicions Checklist This Checklist consolidates duties arising from the Proceeds of Crime Act 2002 ( POCA 2002) and the Terrorism Act 2000 ( TA 2000) concerning the requirement to disclose knowledge or suspicion of money laundering, terrorist financing or proliferation financing. It also captures recommended good practice to help prevent money laundering and the funding of terrorism, drawn from the latest SRA Preventing Money Laundering and Financing of Terrorism thematic review ( March 2018), together with a range of SRA AML reports and publications. The Checklist directs you to relevant Precedents you may adopt or tailor to meet these obligations and suggestions. A section is provided for you to record whether each step has been completed, and to add comments or note actions. For further guidance, see Practice Note: Reporting suspicions of money laundering and terrorist financing—law...

Checklist: reporting restriction orders in family proceedings This checklist sets out the steps to consider when applying for a reporting restriction order in family proceedings, including preliminary matters such as jurisdiction, any alternative statutory provision and grounds for exclusion. It explains notifying the media through the Press Association Injunction Applications Alert Service, and notifying other parties. It also covers the duration and scope of reporting restriction orders under the Family Procedure Rules 2010 ( FPR 2010), SI 2010/2955, the Practice Note ( Official Solicitor: Deputy Director of Legal Services: Cafcass: Applications for reporting restriction orders) (also known as the Cafcass Practice Note), and the reporting restriction order standard order. A reporting restriction order is a court order restricting the publication or dissemination of certain information by media representatives or duly authorised lawyers about court proceedings. Its primary purpose is to protect the identities of those involved in the...

ARCHIVED : This flowchart has been archived and is not maintained. STOP PRESS : On 28 March 2023, the disclosable arrangements ( DAC 6) legislation was superseded by the Mandatory Disclosure Rules ( MDR) legislation. The DAC 6 rules and accompanying HMRC guidance have now been formally withdrawn. As noted in Practice Note: Disclosable cross-border tax arrangements— DAC 6 [ Archived], the reach of the UK’s disclosure rules was markedly narrowed with effect from IP completion day (11 pm on 31 December 2020). The residual disclosure rules were then wholly replaced on 28 March 2023 by fresh legislation designed to implement the OECD Mandatory Disclosure Rules ( MDR), as contained in The International Tax Enforcement ( Disclosable Arrangements) Regulations 2023, SI 2023/38 ( MDR regulations). Although the DAC 6 regulations, SI 2020/25, were revoked with effect from 28 March 2023, they continue to apply to...

Renewable heat incentive ( RHI) The RHI, applicable across Great Britain, was a government-backed programme offering financial support to encourage the use of renewable heat and biomethane, but it stopped accepting new applications from 31 March 2022. These incentives aimed to tackle barriers to uptake, notably high up-front costs and ongoing operating expenses. The scheme ran in two phases: Phase 1 launched in November 2011 for non-domestic installations in the industrial, commercial and public sectors. The non-domestic RHI closed to new applicants on 31 March 2021. Phase 2 covered the domestic RHI (formerly under the Renewable Heat Premium Payment), introduced in April 2014. The domestic RHI closed to new applicants on 31 March 2022. While both the non-domestic and domestic schemes are now closed to fresh applicants, those accredited before closure may continue receiving payments under the scheme. The non-domestic RHI was initially established under the...

This checklist outlines the UK Corporate Governance Code expectations for the make-up of remuneration committees of quoted companies, alongside leading best practice from principal institutional investor bodies... UK Corporate Governance Code ( UKCG Code) The remuneration committee should include a minimum of three independent non-executive directors, or two for smaller companies (those outside the FTSE 350)... The company chair may sit on the committee but must not chair it, provided he or she was judged independent at the time of appointment as chair... Before taking up the role of remuneration committee chair, the individual should have served on a remuneration committee for at least 12 months... References: 2018 UKCG Code, Provision 32; 2024 UKCG Code, Provision 32... Institutional Shareholder Services Inc ( ISS) For FTSE 350 companies, the remuneration committee should comprise at least three...

If a creditor is unhappy with an office-holder’s conduct and the parties cannot reach a settlement, the insolvency framework—namely the Insolvency Act 1986 ( IA 1986) and the Insolvency ( England and Wales) Rules 2016 ( IR 2016), SI 2016/1024—provides routes to remove the office-holder. Those routes were developed to align with the creditor decision-making procedure introduced by IR 2016, SI 2016/1024, Pt 15. See: Creditor communication and decision procedures—overview. Remember that an office-holder may leave office by other means, such as resignation or death. For further information, see: Procedure for retirement or resignation of an office-holder—checklist. The Corporate Insolvency and Governance Act 2020 obtained Royal Assent on 25 June 2020 and introduced a new moratorium procedure. For further details, see Practice Note: Moratorium. The appointment of a monitor is a key element of that process, and there are provisions allowing for the...

Remote signing of documents has become increasingly common in practice. This Checklist of resources outlines key points to consider when documents are executed remotely and the parties cannot meet face to face due to circumstances. Key commercial resources We have assembled a comprehensive, interactive collection to assist users in spotting and navigating the concepts and recurring issues around document execution, with coverage of remote execution. Each stage or section offers practical guidance, precedent clauses and Q& As tailored to that part. For more information and access, see: Execution collection. This Checklist addresses remote execution solely from a general commercial standpoint and proceeds on the basis that the agreements are governed by English law. For broad, general information and guidance on execution, see: Execution—overview. For more detailed direction on execution requirements in other Practice Areas, please consult that Practice Area’s content......

Checklist on remotely accessed mediations This Checklist outlines the principal points to weigh when deciding if, and in what manner, to take part in a remotely accessed mediation by video conference ( VC). With the emergence of the coronavirus ( COVID-19) pandemic, use of such mediations expanded, ie, mediations conducted online via VC became noticeably more common. VC mediations—often called ‘online mediation’, ‘remote mediation’ or ‘remotely accessed mediation’—are not the sole option for non face-to-face engagement; mediation can also proceed by telephone. Even so, the simplicity and enhanced user features of the many VC platforms have proved well suited to the process for remote access mediation in practice. For guidance on the parties’ duties to consider alternative dispute resolution ( ADR), and the courts’ authority to order or promote consideration of ADR, both before and during litigation, see Practice Notes: Court powers to order or...

ARCHIVED: This Practice Note is archived and is no longer maintained. Amid concerns about potential consumer harm in the pre-paid funeral plan market, HM Treasury launched a call for evidence on sector regulation in June 2018. Responses indicated that detriment was occurring and that mandatory regulation was required. After evaluating various options, including establishing a new statutory regulator, the UK government concluded that extending Financial Conduct Authority ( FCA) oversight to all funeral plan providers was the most effective and proportionate way to strengthen market regulation. On 1 June 2019, HM Treasury opened a consultation to gather stakeholder views on proposed legislative changes to bring every funeral plan provider within the FCA’s jurisdiction. The government issued its consultation response in March 2020, confirming its final policy to amend the regulatory framework accordingly. It should be noted that, under article 59(1) of the Financial Services and...