Companies Acts meaning

Compulsory liquidation Provide a certified court interlocutor ordering winding up and naming the liquidator, plus certified proof of appointment: creditors’ resolution, contributories’ resolution with the liquidator’s certificate on the creditors’ meeting, or a court order. Creditors’ voluntary liquidation Include a certified general meeting winding‑up resolution and either the creditors’ resolution appointing the liquidator or a court order. If moving straight from administration, add a certified, administrator‑signed and Companies House‑stamped form 2.25B (Scotland). Members' voluntary liquidation Supply a liquidator/secretary certificate that a solvency declaration was filed, and a certified general meeting resolution appointing the liquidator. Checking the appointment Irregularities do not invalidate acts, but absence of appointment does—so verify appointment and any limits on Schedule 4 powers; in compulsory cases powers are court‑controlled and creditors or contributories may apply. Joint liquidators Confirm power to act severally; otherwise all must execute sale documents. ...

MLex was informed by the Data Protection Commission that it has written to DeepSeek seeking details about how it processes data relating to individuals in Ireland. The watchdog declined to add anything more for now. Ordinarily, the DPC acts as the principal data regulator handling privacy issues involving major technology companies in the EU, since many base their European headquarters there. However, DeepSeek’s operators lack an EU establishment, so any member state authority is able to open a probe into issues impacting its own jurisdiction directly too...

Getty Images (US) Inc and other companies v Stability Al Ltd [2023] EWHC 3090 (Ch) What are the practical implications of this case? General litigators will find here a clear illustration of the hurdles in obtaining summary judgment or a strike out where a claim rests only on inference. Getty pleaded primary copyright and database infringement on the footing that relevant UK acts could be inferred because Stability’s development team includes a substantial cohort of people living and working in the UK. Both parties put forward material for the hearing. Getty identified social media posts and YouTube videos consistent with the alleged conduct in the UK; Stability served seven witness statements, but these did not comprehensively set out the role of each UK-based team member or the computer systems they could use. The judge concluded there was: material arguably undermining Stability’s stance that Stable Diffusion was trained and developed outside the UK; evidence creating unresolved questions and inconsistencies on that issue; and a proper...

FEPA FEPA is a landmark statute that, for the first time in US history, criminalises foreign officials who solicit or receive bribes in return for carrying out an official act to secure a commercial benefit. It applies where a foreign official seeks or takes bribes from issuers or domestic concerns, or from any person whilst the official is in the US. Enacted with bipartisan, bicameral backing, the law grants federal prosecutors expansive extraterritorial authority to pursue corrupt foreign officials who demand or accept bribes. For decades, the Foreign Corrupt Practices Act (FCPA) was the only foreign bribery regime, and it addresses the supply side of misconduct—ie, paying or offering bribes to public officials to gain a business advantage. Yet the FCPA does not authorise prosecutors to charge the other participant in a quid pro quo-style bribery scheme—the bribe-seeking official—and, until FEPA’s arrival, the Department of Justice (DOJ) has resorted to applying other statutes, such as money laundering and wire fraud, when seeking to indict corrupt foreign officials...

The 21st century has delivered vast pieces of primary legislation, exemplified by the Companies Act 2006 with its 1,300 sections and 16 Schedules. In parallel, the yearly volume of statutory instruments has expanded, rising from 1,664 in 2008 and peaking at 3,485 in 2014. Totals then declined from 2016, with 1,387 passed in 2018. Even so, the growing length of Acts of Parliament and the surge from 100 or fewer statutory instruments to more than 1,000 a year beginning in 1970 and 1972 underline the mounting codification of UK law and a persistent shift towards secondary legislation. Getting started The Office of the Parliamentary Counsel’s Drafting Guidance is an essential reference, particularly for primary legislation. Alongside practical advice on drafting and the legislative process, it sets out the rationale behind modern drafting approaches. The guidance covers: the overarching drafting principle of clarity specific language issues, including gender neutrality commonly employed drafting techniques drafting repeals, amendments and modifications of existing enactments subordinate...

This Practice Note considers what is meant by company and by accounting period for the purposes of the controlled foreign company (CFC) regime. The definition of company identifies which entities may constitute CFCs, while the definition of an accounting period fixes the timeframe in which a CFC charge may arise and against which other conditions are assessed. These are therefore key concepts to grasp. Meaning of company in the CFC context Apart from the position of cell companies, noted below, ‘company’ in the CFC sphere adopts the broad Corporation Tax Acts sense of any body corporate or unincorporated association (explored further in Practice Note: What is the basis of corporation tax?—Who is liable to pay corporation tax?). The expression ‘body corporate’ is not defined in UK tax legislation and bears its ordinary meaning...

This Practice Note provides an overview of the legal position relating to de facto and shadow directors of a company, pursuant to the Companies Act 2006 (CA 2006) as well as the common law. Definition of 'director' CA 2006 provides a broad, inclusive description of a director as 'any person occupying the position of director, by whatever name called'. On that footing, and within that definition, the courts have recognised two classes of director: de jure directors, namely those directors properly and validly appointed in line with the company’s articles of association and CA 2006; and de facto directors A further category, described as 'shadow directors', is separately defined in CA 2006. A single individual may simultaneously fall into both shadow and de facto categories, for example where they perform a director’s role in one area of the business whilst directing the board in respect of another. The remainder of this Practice Note considers the legal rules applicable...

Part 1, interpretation and limitation of liability Unless the context requires otherwise, these articles use terms defined in the Companies Act 2006 (and any amending or subordinate legislation) and within these articles. Defined terms include: address; articles; bankruptcy (including similar overseas procedures); chair and chair of the meeting (articles 13 and 30); Companies Acts; director (including anyone acting as such); document (including electronic); electronic form/means and hard copy form; instrument; member; ordinary and special resolutions; eligible director; participate; proxy notice; relevant officer (non‑auditor officers of the company or any group undertaking, present or former); subsidiary; and writing (any visible representation, including electronic) The model articles are excluded. Unless otherwise stated, statutory expressions bear the meaning they had when these articles became binding. References to legislation include any modification, re‑enactment or replacement. Singular includes plural and vice versa; masculine includes feminine and neuter; persons include corporations Each member’s liability is limited to £1, payable on a winding up while a member or within one year of ceasing, towards:...

For the purposes of the Legal Writings (Counterparts and Delivery) (Scotland) Act 2015, this discharge is executed and delivered on [ insert date ] 20[ insert year ] DISCHARGE by Parties 1 [ insert name of Lender/Security Agent ], a company incorporated in [ Scotland OR England and Wales ] under the Companies Acts, with registered number [ insert company number ] and having its registered office at [ insert address ] [ [ [ acting in its capacity as [ security trustee/agent ] for the Secured Parties pursuant to [ describe facility agreement or include definition ] ] ] ] (the Lender/Security Agent); in favour of 2 [ insert name of Chargor ], a company incorporated in [ Scotland OR England and Wales ] with registered number [ insert company number ], whose registered office is at [ insert address ] (the Chargor). Recitals (A) Pursuant to a [ bond and ] floating charge dated [ insert date ] (the...

We, [ insert name of Lender/Security Agent ], being a company incorporated in [ Scotland OR England and Wales ] pursuant to the Companies Acts with Registered Number [ insert company number ] and with our Registered Office at [ insert address ] [ in its role as [ insert, eg security trustee/agent ] for the...