Close company meaning

This Checklist This Checklist highlights the different avenues for bringing a joint venture (JV) to a close or facilitating an exit, and the factors to weigh depending on the pathway chosen. For guidance on addressing a JV dispute, see Practice Note: Joint venture disputes—how to respond. For further detailed guidance on terminating joint ventures where a specially created or nominated joint venture company (JVC) is involved, see the following Practice Notes: Termination—corporate joint ventures Tax implications of operating and terminating a joint venture company Corporate joint venture dispute—dealing with deadlock: initial considerations Majority-minority joint venture dispute—a practical illustration Entering a JV relationship usually calls for significant planning and effort from the JV parties, who opt to work together for mutual advantage (often by sharing cost, resources and expertise). You will need to assess the full ramifications of ending or exiting the JV, including whether there are sound reasons to be prepared to see that investment lost if the JV is...

The decision to trade on Trading on cannot be determined by an insolvency practitioner (IP) in isolation. Before proceeding, commitment to continue trading must be secured from all parties who need to participate. customers — must agree to keep buying from the company suppliers — must agree to keep supplying the company employees — must agree to continue performing their duties for the company potential purchasers — essential, as without a buyer ongoing trade is unlikely to deliver improved realisations The checklist below highlights the core areas an IP should concentrate on when trading a business. From day one of a trading assignment, strong communication and firm control are critical. Four watchwords apply the moment an IP takes charge: control — determine the location of all assets and premises secure — change locks, alarm codes and passwords insure — inform brokers providing IP asset cover inform — assemble staff to announce your appointment ...

This checklist sets out guidance on the issues and dialogue at Annual General Meetings (AGMs) of listed companies and AIM companies. It spans legal considerations, corporate governance best practice and pragmatic pointers, together with advice for the chair and company secretary on preparing for debate and unforeseen occurrences at a company’s AGM effectively. The chair presiding over the meeting is charged with steering discussion during the meeting and must act in a neutral fashion. It falls to the chair to keep debate in check and determine when to bring discussion on a specific item to a close once they judge it has been aired fully and allowed a spectrum of opinions to be expressed. While the UK belonged to the EU, Directive 2007/36/EC (the Shareholder Rights Directive) enshrined shareholders’ entitlement to receive answers to questions at general meetings put to them. That Directive was brought into force in the UK through the Companies (Shareholders' Rights) Regulations 2009, which amended Part 13 of the Companies Act 2006 (CA 2006)...

In this issue: Horizon scanning Status and worker categories Benefits Prohibited conduct Unfair dismissal Settlement Employment tribunals Dates for your diary Trackers New Q&As Employment resources on Lexis+® LexTalk®Employment: a Lexis®Nexis community Daily and weekly news alerts Horizon scanning What to watch in Employment law this winter In 2025, the government’s suite of employment reforms has set the pace, yet noteworthy shifts in case law and workplace culture also merit close attention as winter draws in. Some updates will stem from regulators, including the Financial Conduct Authority, which is anticipated to finalise guidance on tackling non-financial misconduct. Practitioners should also be mindful of the broader adoption of artificial intelligence, alongside a rise in employees voicing politically sensitive opinions at work, both of which demand vigilance as 2026 approaches. See Law360: What to watch in employment law this winter. Status and worker categories European Parliament ready to negotiate better...

TCPC Management Ltd v Windrush Alliance UK Community Interest Company [2024] EWHC 683 (Ch) What are the practical implications of this case? The ruling confirms that, once parties have concluded a settlement agreement, the liability identified in that document is the figure that grounds a winding-up petition (and any earlier statutory demand). There remains the scope for such an agreement to be avoided for fraud, or voidable on other recognised bases. Yet this judgment demonstrates—consistent with many before it—that merely flagging a potential dispute is inadequate. Two points were pursued: Fraud: the evidential footing came perilously close to Micawberism—little more than the hopeful expectation that something might turn up. Regulatory limits: the suggestion that the company’s role as a social housing provider imposed constraints also fell away on a straightforward interpretation of the Companies Act 2006. In consequence, the court treated the sum in the compromise as the operative debt for insolvency purposes, and neither speculative fraud assertions nor an uncontroversial...

Powell v HMRC [2025] UKFTT 528 (TC) The taxpayer served as director and sole shareholder of T Ltd, a close company, and his director’s loan account with the company was overdrawn, giving rise to a charge on the company under section 455 of the Corporation Tax Act 2010 (CTA 2010). In 2020, after a share‑for‑share exchange, T Ltd became a subsidiary of PHSW Ltd, where the taxpayer was also a director at the time. The taxpayer, T Ltd and PHSW Ltd then executed a novation of the outstanding loan account so that T Ltd’s rights were assigned to PHSW Ltd instead. T Ltd released the taxpayer from his obligations to it and PHSW Ltd acquired those rights, thereby becoming the taxpayer’s creditor in his place. The tax paid by T Ltd under CTA 2010, s 455 in respect of the loan was subsequently repaid to the company...

This Practice Note explains the two chargeable gains tax reliefs relevant to dealings under a scheme of reconstruction. For a definition of ‘scheme of reconstruction’, refer to the Practice Note: Schemes of reconstruction defined...

FORTHCOMING CHANGES: At Budget 2025 on 26 November 2025, the government stated it intends to introduce modest rectifying amendments to the residence-based tax regime established by Finance Act 2025...

Pre-emption rights on allotment Pre-emption rights on allotment provide every shareholder in a company with a means to guard against dilution of their percentage stake where this could result from a share allotment, the issue of rights to subscribe for shares, the conversion of securities into shares, or a disposal of treasury shares by that company. This Practice Note addresses the pre-emption rights applicable to an allotment of equity securities by a public company that is neither a listed company nor an AIM company (that is, an unlisted public company), as prescribed in the Companies Act 2006 (CA 2006). Close attention should be paid to the breadth of those statutory pre-emption rights, because an unlisted public company must observe them to the extent that they have not been disapplied, varied, waived, or excluded and ensure that it complies with them to that extent...

That [ insert name of proposed director ] and [ insert name of director ], having agreed to serve, are appointed as directors of the Company [ to take effect at the close of this meeting OR to take effect from [ insert date ] ]...

Board minutes—private M&A—share purchase—exchange—buyer Company no: [insert company number]. [insert company name] [Limited OR plc]. Board meeting at [insert place] on [insert date] at [insert time]. [insert name] chaired, confirmed due notice and quorum. Business: to consider and, if appropriate, approve documents and matters for the Company’s proposed purchase of the entire issued share capital of [insert target name] Limited from [insert seller name] [Limited OR PLC], subject to conditions, including any required shareholders’ approval. Directors declared interests per CA 2006 and the Articles; quorum and voting confirmed. Key documents tabled included the draft sale and purchase agreement, any loan note instrument, disclosure letter, stock transfer form(s), voting power of attorney, circular and proxy (if relevant), verification notes and responsibility documents, consents, irrevocable undertakings, announcement and ancillary papers. The board noted conditions precedent and long‑stop; consideration (cash, loan notes and/or consideration shares); warranties/indemnities with time limits, caps and thresholds, subject to disclosures; post‑completion non‑compete/non‑solicit; and key loan note terms (interest, redemption, guarantee/security, convertibility). RESOLVED...

Company number: [ insert number ] [ insert company name ] LIMITED Minutes of the board of directors’ meeting (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) ] Apologies: [ Insert names of any directors...

Condition C Where the buyer is a private person, one requirement of the increased rates (Condition C) is that, by the close of the completion day for their transaction, they hold a ‘major interest’ in a residence other than the one acquired. In some situations, this test is satisfied despite the buyer not holding any such interest at all...

This Q&A assumes that the lease was disclaimed by a liquidator for the insolvent tenant. On a disclaimer of the lease, the insolvent company's rights, interests and liabilities fall away; however, the disclaimer leaves untouched the rights or liabilities of any other person, save only so far as is necessary to release the company from liability (section 178(4) Insolvency Act 1986 (IA 1986)). Consequently, where a mortgage is in place, the lease is treated as continuing to exist so as to give effect to, and protect, the mortgagee's rights in that scenario...