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Company membership meaning

What does Company membership mean?
In legal practice, company membership means the persons or bodies corporate whose names are entered on the company’s register of members; collectively they constitute the company (its corporators). In the UK this is defined by section 112 of the Companies Act 2006 and applies uniformly in England and Wales, Scotland and Northern Ireland. Ireland adopts materially similar rules under the Companies Act 2014. Subscribers to the constitution become members on incorporation; thereafter a person becomes a member only by agreeing and being entered on the register. Corporate and joint members are permitted where the constitution allows. In a company limited by shares, members are the registered shareholders; in a company limited by guarantee, members are the guarantors. Membership typically confers governance rights (including voting, passing written resolutions, requisitioning meetings and receiving information and distributions) and carries liabilities limited to any unpaid share capital or the amount of the guarantee. Membership ends when the register is updated following transfer, redemption or buy‑back, forfeiture, death or other events set by statute or the constitution. Only registered members generally have standing for member remedies (such as unfair prejudice claims) and to exercise statutory shareholder rights; beneficial owners and directors are not members unless registered.
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View the related Checklists about Company membership

CHECKLISTS
Right to Manage (RTM) Procedural Checklist for Blocks of Flats (England and Wales): Eligibility, Company Formation, Notices, Tribunal, Access, Handover, Funds, Membership and Registration

Premises Do the premises comprise a self-contained building, or a part of a building, with or without any appurtenant property? Do they include two or more flats held by qualifying tenants in total? Do qualifying tenants hold at least two-thirds of the overall number of flats within the premises? Is any section occupied, or intended to be occupied, for purposes other than residential use? If so, does the internal floor area in non-residential use amount to no more than 50% of the premises as a whole (disregarding the internal area of common parts)? Are the premises excepted from the right to manage? Is there already an RTM company in relation to the premises, or in respect of any premises that contain, or are contained within, the premises? See Practice Notes: The right to manage; The right to manage blocks of flats—establishing the right; and The right to manage—what are qualifying premises. Qualifying tenants Do the...

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View the related News about Company membership

NEWS
Deputy Pensions Ombudsman: no refund where auto-enrolment opt-out not made within one-month window; provider reasonably relied on employer-supplied address

Original news Mr A (CAS-116234-R5N5)—4 March 2025 Summary The Deputy Pensions Ombudsman has dismissed a grievance concerning the repayment of pension contributions within an automatic enrolment arrangement. The complainant did not exercise the statutory one‑month opt‑out window. It was fair for the provider to rely on the employer-supplied address to issue the welcome pack. This decision underlines that automatic enrolment rules impose firm, narrowly defined deadlines for opting out. What were the facts? Mr A was put into membership of the Aviva Company Pension Plan (the Scheme) through automatic enrolment. Under section 8 of the Pensions Act 2008 there was an automatic entitlement to opt out of...

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NEWS
UK and EU financial services regulatory update: FCA expansion, PRA plan, enforcement, MiFID/MiCA, ESG delays, fund liquidity tools, PISCES sandbox, T+1, digital pound—17 April 2025

In this issue: UK, EU and international regulators and bodies Authorisation, approval and supervision Operational resilience Financial crime and sanctions Consumer protection Complaints, compensation and claims management Investigations, enforcement and discipline Regulation of capital markets Packaged Retail and Insurance-based Investment Products (PRIIPs) Dispute resolution for financial services lawyers Regulation of derivatives Sustainable finance and ESG Investment funds and asset management UK MiFID II EU MiFID II Payment services and systems Fintech and cryptoassets Regulation of AI in FS LexTalk®Financial Services: a Lexis®Nexis community Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts New and updated content Dates for your diary Latest Q&As No Weekly Highlights on 24 April 2025 UK, EU and international regulators and bodies FCA announces first international presence in US and Asia-Pacific regions The Financial Conduct Authority (FCA) has unveiled its...

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NEWS
UK employment law weekly update: key cases, legislation (paternity leave, tax), discrimination and equal pay, tribunals reform, ECCTA and failure to prevent fraud, immigration policy—6 June 2024

In this issue: Horizon scanning Employment contract Tax Prohibited conduct protection at work Prohibited conduct (discrimination etc) Diversity and gender pay gap Maternity, parents and carers Individual rights arising from trade union membership Bribery, modern slavery, tax evasion and fraud Unfair dismissal Settlement Employment tribunals Employment Appeal Tribunal Immigration LexTalk®Employment: a Lexis®Nexis community Daily and weekly news alerts Dates for your diary Trackers Horizon scanning The PM’s Office confirms the State Opening of Parliament, together with the King’s Speech, will occur on 17 July 2024. The new Parliament is summoned for 9 July 2024 to choose the Speaker and administer oaths to members. See: LNB News 30/05/2024 60. Employment contract Heathrow Express has not succeeded in its appeal concerning lifelong rail perks. In Adekoya v Heathrow Express Operating Co Ltd [2024] EAT 72, the EAT found the company must again defend breach of contract...

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View the related Practice Notes about Company membership

PRACTICE NOTES
Electricity Supply Pension Scheme (ESPS): scheme-wide and Group-specific governance, eligibility, contributions, retirement, ill-health, redundancy and death benefits, pension increases and transitional rules post-privatisation

ESPS (ESPS) is a trust-based arrangement created by an Electricity Council resolution on 20 January 1983 as an industry-wide pension for employees of the nationalised electricity sector. It remained a single scheme at privatisation on 31 March 1990, after which it was divided into separate sections or ‘Groups’. The rules are not publicly accessible. For further information on statutory protections for ESPS members following privatisation, see Practice Note: —Protected Persons. Each principal electricity company participating in the ESPS forms its own Group; there are currently 23 Groups. Some Groups have a single participating employer, while others have several. Each Group is actuarially independent, with its assets and liabilities assessed on a standalone basis... Although a common scheme-wide benefit structure applied at the point of privatisation, since then each Group has been able to offer different benefits to its members. The ESPS rules comprise a central set of clauses and provisions governing matters that apply across the scheme, with Group-specific rules appended as Schedules. This Practice Note outlines the...

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PRACTICE NOTES
Acting in Concert under the UK Takeover Code: 2023 Presumptions, Control, Aggregation, Rule 9 Mandatory Offers, Disclosure Duties, and Guidance on Funds, Private Equity and Consortium Offers

Produced with input from Rebecca Cousin of Slaughter and May on market practice. This Practice Note succinctly outlines the relevant rules and guidance concerning parties who are, or are deemed likely to be, acting in concert for the purposes of The City Code on Takeovers and Mergers (the Code). In particular, the note reviews the various relationships that may amount to acting in concert, the importance of concert parties for Rule 9 of the Code, and the disclosures required in connection with stakebuilding. Stakebuilding is not prohibited by the Code, but can carry significant implications. The effects of membership of a concert party will typically be engaged under Rules 4 (Restrictions on dealings), 5 (Timing restrictions on acquisitions), 6 (Acquisitions resulting in an obligation to offer a minimum level of consideration), 8 (Disclosure of dealings and positions), 9 (The Mandatory offer and its terms) and 11 (Nature of consideration to be offered) when any of the relevant parties acquires shares...

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PRACTICE NOTES
Private companies limited by shares: UK practitioner guide to key features, governance, shareholder rights, procedures, incorporation, and comparison with public companies under the Companies Act 2006

This Practice Note outlines the key features of a private company limited by shares. It also explains the principal differences from public companies limited by shares, and why this structure might be selected as the preferred business vehicle rather than another UK company form. What is a private company limited by shares? A private company limited by shares is a distinct legal person, separate from its members. Ownership rests with members through their shareholdings, while directors run the company in accordance with the Companies Act 2006 (CA 2006) and the company’s constitutional document, the articles of association. This is a widely adopted vehicle. The Companies House public register records over five million limited companies, of which more than 95% are private companies limited by shares. The other UK company types available under the CA 2006 are: public companies limited by shares—see Practice Note: Public companies limited by shares private companies limited by guarantee, which are primarily used by charities and other not-for-profit...

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View the related Precedents about Company membership

PRECEDENTS
Unsecured employer-to-employee loan agreement (short form) with salary deductions, optional interest and tax indemnity—English law

This Agreement This Agreement is dated [ insert date ] Parties [ insert name of employee borrower ], of [ insert address ] (Employee) [ insert name of employer lender ], a company incorporated in England and Wales with registered number [ insert company number ], whose registered office is at [ insert address ] (Employer) The parties agree as follows: Definitions 1.1 In this Agreement, unless stated otherwise: Drawdown Date means [ insert date ]; Event of Default has the meaning given in Clause 6; Loan means the sum of £[ insert figure ] (£[ insert amount in words ]) to be advanced by the Employer to the Employee under this Agreement, to the extent not yet repaid; Repayment Date has the meaning given in Clause 4. The Loan 2.1 Subject to the provisions of this Agreement, the Employer will provide the Loan to the Employee for the...

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PRECEDENTS
Customisable precedent articles for a private company limited by guarantee (Companies Act 2006), excluding model articles

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:...

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PRECEDENTS
Members’ written consent to short notice of a general meeting (private company or unlisted PLC) under the Companies Act 2006, including hybrid/virtual attendance

Company number: [ insert number ] [ insert company name ] [ Limited OR PLC ] (the Company) Agreement of members to short notice of a general meeting We, the signatories, being [ the entire membership [ and the nominees of members ] having OR a...

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View the related UK Parliament Acts about Company membership

UK PARLIAMENT ACTS
140 Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme

(1)     Where shares in a company are held on trust for the purposes of a pension scheme or employees' share scheme, there shall be disregarded for the purposes of section 138 any charge or lien on, or set-off against, any benefit or other right or interest under the scheme for the purpose of enabling the employer or former employer of a member of the scheme to obtain the discharge of a monetary obligation due to him from the member.(2)     In the case of