General meetings

Appointing a receiver offers creditors and certain other parties a means to safeguard their interests in a company’s assets. This note outlines the available forms of receivership and the key consequences of a receiver being appointed. For access to materials within the Receivership subtopic, refer to: Receiverships—overview. The following features apply across all receivership types: A company does not have to be insolvent to enter receivership Other creditors may still pursue claims despite a receiver being appointed During the receivership, the company’s dealings with property covered by the appointment are curtailed Receivership does not automatically lead to liquidation (the winding up of its affairs) Further points specific to particular receivership forms are outlined below. Law of Property Act ( LPA)/fixed charge receiver Under the Law of Property Act 1925 ( LPA 1925), a mortgagee may appoint an LPA...

STOP PRESS The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) obtained Royal Assent on 26 October 2023. Its purpose is to bolster corporate openness in the UK, chiefly via Companies House reforms and revisions to elements of the Companies Act 2006. It further aims to update the regime for limited partnerships and confer stronger powers to address economic crime. ECCTA 2023 will be implemented in phases over time. A number of measures took effect on 4 March 2024 and could affect this content. For more detail, consult Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023—tracker, with particular reference to the legislation and consultation tracker......

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, involving the abolition of the premium and standard listing segments and the introduction of a single listing category for equity shares in commercial companies. The commercial companies category is strongly disclosure‑led and sits alongside other categories, including those for shell companies, secondary listings and closed ended investment fund categories, among others. A new UK Listing Rules sourcebook took effect to deliver these reforms, and the former Listing Rules sourcebook was also withdrawn concurrently. For further information and background, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it stood before 29 July 2024. It explains the requirements of the Disclosure Guidance and Transparency Rules concerning a company’s annual financial report and, in relation to that report, the associated statutory...

Chapter 9 of the UK Listing Rules ( UKLRs) Chapter 9 of the Financial Conduct Authority ( FCA) UK Listing Rules ( UKLRs) sets out continuing obligations for any company that has a listing of equity shares in the equity shares (commercial companies) category, which the company must comply with to retain its admission to the Official List (terms in bold are defined in the FCA Handbook Glossary). For further detail on companies with a listing of equity shares in the equity shares (commercial companies) category, refer to Practice Note: The UK listing regime for more information. Under UKLR 6.6 R, a company with a listing of equity shares in the equity shares (commercial companies) category must include specified financial disclosures within its annual financial report. The UKLR 6.6 R obligations for both UK and overseas issuers with a listing of equity shares in the...

Businesses commonly rely on joint ventures to break into fresh markets and to design, develop, and launch new products. This notion spans a wide array of scenarios and arrangements, including: structural setups that establish or alter the economic control of a given legal entity: joint venture companies themselves partnerships between participants alterations to existing shareholder control non-structural joint ventures: contract-based joint projects informal (not documented) collaborations For many joint venture arrangements, the extent of 'control' each party holds is often pivotal—though its meaning can be understood differently in varying contexts. This is...

Rules and guidance The principal rules on publishing and laying a company’s annual accounts and reports appear in Part 15 of the Companies Act 2006 ( CA 2006). For these purposes, a company’s annual accounts and reports comprise: the annual accounts the directors' report the strategic report (unless the company is not obliged to prepare one) the directors' remuneration report, which may include a directors’ remuneration policy, and any separate corporate governance statement not included in the directors' report (for a quoted company) the auditor’s report on the accounts, the directors’ report, the strategic report, the auditable part of any directors’ remuneration report and any separate corporate governance statement (unless the company qualifies for audit exemption) Certain statutory requirements governing publication and laying differ according to whether the company is public or private, and whether it is quoted or...

Section 386(1) of the Companies Act 2006 ( CA 2006) obliges every company to keep ‘adequate accounting records’. These records must contain sufficient detail to show and explain the company’s transactions, make it possible to disclose with reasonable accuracy the company’s financial position at any time, and enable the directors to ensure that any required accounts comply with relevant company law. What are accounting records? Accounting records comprise the company’s own financial dealings, as well as transactions with third parties, and serve as the basis for preparing the company’s annual statements of account, namely its annual reports and accounts (annual accounts). Consequently, a company’s accounting records will usually consist of a larger set of documents, and more detailed information, than its annual accounts. CA 2006 does not give a specific definition—as records differ by company according to the nature of their...

Practice Note This Practice Note outlines what a complete set of company financial statements should contain for entities reporting under FRS 102 ( UK GAAP) or International Financial Reporting Standards ( IFRS). It concentrates on the key financial content required in the accounts (the ‘primary statements’), and, save for incidental mentions, does not deal in depth with the accompanying notes. It also considers the various reserves a company may show on its balance sheet, together with a high-level explanation of their permitted purposes. The fundamental principle guiding the preparation of financial statements is that they must present a true and fair view of the company’s income and expenditure, financial position, and cash flows for the relevant reporting period. This does not require precision to the last penny, but it does require that the figures are materially correct. In broad terms, an item is...

The directors’ report plays a crucial role by giving shareholders insight into the company’s business that may not be evident from the financial information in the accounts. The framework for preparing the directors’ report is set out in Part 15 of the Companies Act 2006 ( CA 2006), which also specifies basic content requirements. More detailed rules on the content of directors’ reports are contained in regulations made under CA 2006, s 416(4). The exact obligations depend on the size of the company... Government withdraws draft corporate reporting regulations In October 2023, the UK government announced it would withdraw the draft Companies ( Strategic Report and Directors’ Report) ( Amendment) Regulations 2023 after consultation with companies raised concerns about imposing extra reporting requirements. Laid before Parliament in July 2023, the draft would have introduced several new corporate reporting obligations for very large UK...

Practice Note A company’s annual report and accounts will typically contain an appropriate explanation of the directors’ relevant responsibilities for preparing those accounts. For some companies, including such directors’ responsibility statements is a legal requirement, while others include them as a matter of best practice. This Practice Note outlines the requirements to include directors’ responsibilities statements within the annual accounts and reports of certain companies under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules ( DTRs), the Financial Reporting Council’s UK Corporate Governance Code ( UKCG Code) and the FCA’s UK Listing Rules ( UKLRs). The directors’ responsibility statement has its roots in the 1992 Cadbury report, which recommended that a company’s report and accounts should feature a formal statement by the directors confirming that responsibility for preparing the accounts rests with the board of directors, and that this should sit...

Company directors are obliged to submit the company’s accounts and reports for every financial year to Companies House, save for specified exemptions applying to some unlimited companies (see: Unlimited Companies) and also to dormant subsidiaries (see Practice Note: Dormant companies—accounts and audit— Dormant company exemption from the requirement to file accounts). Depending on the company’s status in the financial year, the format and substance of the accounts and reports lodged can differ, with specific requirements determining what is prepared and ultimately submitted. For a high-level summary of the Companies Act 2006 ( CA 2006) rules governing annual company accounts and reports, consult Practice Note: Accounts and reports—an outline of the statutory framework. From 1 April 2027, Companies House will bring in major changes to how company accounts are filed. These measures, aligned with the aims of the Economic Crime and Corporate Transparency Act 2023, aim to enhance...

A company is required to observe the statutory requirements in the Companies Act 2006 ( CA 2006) concerning the maintenance of accounting records. Further, additional rules on accounting records may govern a listed company, an AIM company, or a company whose securities are admitted to the AQSE Main Market, AQSE Trading or the AQSE Growth Market (previously the NEX Exchange Main Board, NEX Exchange Secondary Market and NEX Exchange Growth Market); however, these fall beyond the remit of this Practice Note. Certain or all of the statutory provisions on accounting records might likewise extend to other companies and entities, but that question also lies outside the remit of this Practice Note. This Practice Note does not consider those additional regimes, or the potential application of the statutory provisions to other bodies. The duty to keep accounting records All companies must retain adequate...

The statutory framework governing the annual accounts and reports of medium-sized companies is found in: Part 15 of the Companies Act 2006 ( CA 2006) the Large and Medium-sized Companies and Groups ( Accounts and Reports) Regulations 2008 ( Large Companies Regulations) the Companies, Partnerships and Groups ( Accounts and Reports) Regulations 2015 (2015 Regulations) the Companies ( Accounts and Reports) ( Amendment and Transitional Provision) Regulations 2024 (2024 Regulations) This Practice Note focuses on the accounting regime applicable to companies under the 2015 Regulations, as amended by the 2024 Regulations. For a broad overview of the legislative framework for company annual accounts and reports, see Practice Note: Accounts and reports—an outline of the statutory framework. When the medium-sized companies regime applies The regime applies to a company for a financial year where the company: qualifies as...

The determination of a company’s financial year Setting a company’s financial year involves identifying its accounting reference date ( ARD) and accounting reference period ( ARP). The financial year aligns with the ARP, although the directors may resolve that it should finish on a day up to seven days either side of the ARP’s end. The ARP itself is fixed by the ARD, concluding on that date. Certain statutory rules about a financial year may equally extend to other companies, for example overseas companies, and to other entities; nevertheless, consideration of those applications falls outside the scope of this Practice Note......

Introduction Partnerships, whatever their scale, still wrestle with shaping partner pay frameworks that feel equitable, drive the right behaviours, and underpin strategic growth. The environment is ever more intricate, demanding, and unpredictable; volatility and uncertainty now set the agenda for leaders worldwide. As organisations change, so must the mechanisms used to assess and reward owners. What are the implications for the partnership model, and how do firms build resilience to survive and prosper in this landscape? This Practice Note reviews the present landscape of partner remuneration, flags new themes and innovations, and tests whether a partnership’s approach is future‑proofed. Evolution of partnerships Partnerships were once small, collegiate enterprises. Partners typically worked from a single office, split profits on an equal basis, and seldom moved on before retirement. Over the last three decades, the professionalisation and...

Rules and guidance The statutory framework for amending, correcting or revising defective accounts and reports is contained in Part 15 of the Companies Act 2006 ( CA 2006). Detailed rules on the process for companies to revise their accounts and reports under CA 2006 are laid down in the Companies ( Revision of Defective Accounts and Reports) Regulations 2008, SI 2008/373 (as amended) (the 2008 Regulations), made pursuant to CA 2006, s 454. Those 2008 Regulations were later modified by the Companies, Partnerships and Groups ( Accounts and Reports) Regulations 2015, SI 2015/980 ( C, P and G ( Accounts and Reports) Regs 2015). The 2015 instrument implemented chapters 1–9 of the EU Accounting Directive 2013/34/ EU and refreshed and consolidated existing law (including CA 2006) on the form and content of company accounts. The C, P and G ( Accounts and Reports) Regs 2015 took...

Members of an LLP are required to file its accounts and reports with Companies House for every financial year, unless the LLP qualifies for the dormant subsidiaries exemption in section 448A of the Companies Act 2006 ( CA 2006). The availability of this dormant subsidiaries exemption for LLPs is the same as for companies and is set out in Practice Note: Dormant companies—accounts and audit— Dormant company exemption from the requirement to file accounts. According to the LLP’s status in the financial year concerned, the form and contents of the accounts and reports submitted will vary. For an overview of the statutory regime for LLP annual accounts and reports, see Practice Note: LLP Accounts and reports—an outline of the statutory framework. Period for filing accounts LLPs must submit their accounts and reports to Companies House within nine months after the end of the relevant...

From a competition law perspective, transaction agreements (for example, a sale and purchase agreement) usually contain three main categories of provisions: merger control conditions to closing competition warranties non-compete covenants For this Practice Note, the parties are called the 'seller' and the 'buyer' (though comparable considerations commonly apply to joint venture participants). For sample clauses suitable for sale and purchase agreements, see Standard competition law clauses for sale and purchase agreements. Note—where an offer is made for a target (or potential target) with securities admitted to trading on a UK regulated market or multilateral trading facility, or on any stock exchange in the Channel Islands or the Isle of Man, the Takeover Code may apply (see Merger control and the Takeover Code). For further guidance on competition law points to address during a corporate transaction, see the checklist. Merger control conditions to closing It is typical for the parties to agree that...

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...