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A checklist to capture instructions from either a franchisor or a franchisee in relation to a proposed franchise agreement, covering parties, general matters and background. PARTIES Full legal name and full postal address of the franchisor If the franchisor is a limited company, please state its registered office address, company registration number and accounting reference date If the franchisor is not incorporated, on what date are its accounts prepared each year? Will franchisees operate as sole traders, traditional partnerships, LLPs, or limited companies? Is a guarantor required for the franchisees’ obligations under the agreement? Where franchisees are companies, does the franchisor insist on a personal guarantee from the principal shareholder, to secure recovery of any potential losses or damages? Must the franchise be owner-run, or is it intended as a management model? GENERAL Brief outline of the franchisor’s business, and the proposed franchise activity if different For how long has the franchisor carried...
This Checklist outlines the principal considerations to address and the actions necessary to be undertaken when customising a shelf company limited by shares...
Quoted companies (other than investment companies) This checklist sets out the UK Corporate Governance Code expectations on the composition of quoted company boards, together with best-practice guidance from leading institutional investor representative bodies. It also draws on guidance from the Quoted Companies Alliance for small and mid-size quoted companies, and from the Association of Investment Companies for investment companies. UK Listing Rules Companies listed in the equity shares (commercial companies) category should confirm in their annual report, on a ‘comply or explain’ basis and by reference to a chosen date within the accounting period, whether they meet the following board diversity targets on gender and ethnicity: a minimum of 40% of the board should be women at least one senior role—chair, CEO, senior independent director (SID) or CFO—should be held by a woman at least one director should be from a minority ethnic background Reference: UKLR 6.6.6. 2018 UKCG Code No less than half of the board,...
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Term Meaning Accounting reference date On incorporation, a company is typically assigned an accounting reference date, being the final day of the month that contains the anniversary of its incorporation. Directors can alter this by submitting the relevant form to the Registrar of Companies. It denotes the end of the annual accounting period and is also called the balance sheet date. Accounts payable Sums a business or individual owes to others for goods or services already received. Accounts receivable Sums due to a business or individual from others for goods or services supplied. Accrual In company accounts, recognition of income earned or costs incurred during a reporting period, even though the cash has not yet been received or paid. Adjusted earnings Where reported earnings are affected, positively or negatively, by exceptional one-off events in the year, directors may present adjusted earnings to clarify performance. These are earnings with exceptional items excluded, which they believe better indicate the underlying results...
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...
A person wishing to set up a new company has the following options: Incorporate a new company in line with the Companies Act 2006 (CA 2006), configuring it on incorporation to satisfy its particular requirements (a tailor-made company); or Acquire a ready-made, ‘off-the-shelf’ company (ie a company already incorporated that has never traded, a ‘shelf company’) from a company formation agent and then adapt it to meet those requirements. The actions involved in buying and customising a shelf company are set out below. For information on forming a tailor-made company, refer to Practice Note: Incorporating a company...
COMPANY NUMBER: [ insert number ] [ insert company name ] PLC Minutes of a meeting of the board of directors (the Meeting) of [ insert full name of company ] (the Company) convened 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 legal advisers) ] ] [...
Board minutes—private M&A—share purchase—completion—target Company number: [ insert company number ] [ insert company name ] [ LIMITED OR PLC ] Minutes from a meeting of the board of directors (the Meeting) of [ insert company name ] [ Limited OR PLC ] (the Company) Convened at: [ insert place of meeting ] Conducted 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...
Company number: [ insert company number ] [ Insert company name ] Limited Record of a meeting of the board of directors (the Meeting) of [ insert full name of company ] Limited (the Company) Venue: [ insert place of meeting ] Date: [ 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 joining by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors participating by other means permitted by the Company’s articles of association ] (by [ insert other means ]) ] In attendance: [ [ insert name of any person present who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] ] Apologies: [ [ Insert...