Corporate liability meaning

Individuals or entities that may be entered onto a PSC register: registrable individuals holding significant control registrable relevant legal entities subject to their own disclosure requirements: all UK companies limited by shares or by guarantee (including community interest companies (CICs)) and dormant companies UK unlimited companies UK limited liability partnerships (LLPs) unregistered companies subject to the Unregistered Companies Regulations 2009 (including some Royal Chartered bodies, such as City of London Livery Companies, Guilds and other societies and professional bodies) UK Societas...

Procedure for amending the articles of association Matters to review or actions to undertake Refer to the pertinent section of the Companies Act 2006 (CA 2006) and/or relevant Lexis+® UK material Tick box once step is complete or issue considered Getting ready to revise the articles and initial checks Will the proposed change oblige shareholders to take up additional shares, or increase a member’s liability? If so, shareholders’ approval will be necessary for the proposed alteration...

Administrator appointed by the court Where the court appoints an administrator under paragraph 11 of Schedule B1 to the Insolvency Act 1986 (IA 1986), following an application by the company, its directors and/or one or more creditors, the title deeds should include certified copies of: the administration order; and any further order(s) under IA 1986, Sch B1, paras 91–95 appointing a new administrator after the death, resignation or removal from office of the original or any later administrator Administrator appointed by holder(s) of qualifying charge, the company or its directors Where the administrator is appointed by the holder(s) of a qualifying floating charge (IA 1986, Sch B1, para 14) or by the company or its directors (IA 1986, Sch B1, para 22), the title deeds should include certified copies of: the notice of appointment: in a form complying with IA 1986, Sch B1, para 14 and the Insolvency (England and Wales) Rules...

Flowchart This diagram reviews the requirements to satisfy and the actions to take to create a limited liability partnership. See or print a full-size PDF version...

Open or print a full-size PDF file...

In this issue Working time and flexible working Pay Tax Prohibited conduct (discrimination etc) Employment tribunal equality claims Diversity and gender pay gap Industrial action Unfair dismissal Employment tribunals Immigration Northern Ireland ESG and sustainability: employment issues Daily and weekly news alerts Dates for your diary Trackers New Q&As Working time and flexible working Code of Practice (Requests for Flexible Working) Order 2024 (SI 2024/429): The Order designates 6 April 2024 as the date on which the updated Code of Practice on handling requests for flexible working, issued by the Advisory, Conciliation and Arbitration Service (Acas) under section 199 of the Trade Union and Labour Relations (Consolidation) Act 1992 (TULR(C)A 1992), takes effect. It also clarifies that the revised Code does not cover applications for flexible working made under section 80F of the Employment Rights Act 1996 (ERA 1996) that are lodged on or before 5 April 2024;...

In this issue: Employment Rights Act 2025 Benefits Protected characteristics Confidentiality, duties and restrictions: enforcement Europe-EU New and updated content Dates for your diary Trackers Employment resources on Lexis+® LexTalk®Employment: a Lexis®Nexis community Daily and weekly news alerts Employment Rights Act 2025 Welsh Government consults on establishment of a Social Care Negotiating Body The Welsh Government has opened a consultation on creating a Social Care Negotiating Body (SCNB) using powers in the Employment Rights Act 2025 (ERA 2025). The SCNB would be responsible for setting Fair Pay Agreements for Wales’s social care workforce. Feedback is invited on the organisation’s design, role and anticipated effects. Responses will inform the government’s understanding of sector perspectives on the SCNB, including the bargaining approach, who and what it should cover, dispute resolution, roll-out, as well as compliance and enforcement. The consultation closes on 28 April 2026. The exercise does not invite comments on the specifics...

In this issue: Economic Crime and Corporate Transparency Act 2023 Equity capital markets Private M&A (share purchase) Corporate governance—EU Members Company restoration Daily and weekly news alerts Dates for your diary Trackers Useful information New Q&As Economic Crime and Corporate Transparency Act 2023 Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024 SI 2024/1377: These Regulations update LLP company law to reflect recent changes under the Economic Crime and Corporate Transparency Act 2023 and expand the scenarios in which a person’s residential address can be withheld from the company register, covering former registered office addresses, while maintaining corporate openness and aligning LLP provisions. They commence on 27 January 2025. See: LNB News 07/11/2024 27. Equity capital markets The Financial Conduct Authority has released Policy Statement PS24/19: Enhancing the National Storage Mechanism, setting out the feedback to Consultation Paper CP24/17, its longer-term vision for the NSM, and...

The Health and Safety at Work etc Act 1974 (HSWA 1974) sets out broad duties to protect the health and safety of employees and others affected by work. Not complying with these duties is a criminal offence, prosecutable in either the magistrates’ court or the Crown Court. For details of the duties under HSWA 1974, ss 2–7, see the following Practice Notes: Failure to carry out health and safety duties under HSWA 1974—offences Safety and the risk to safety under the Health and Safety at Work Act 1974 Employees' duties to take reasonable care for health and safety at work Directors’ duties for health and safety Health and safety law and the self-employed This Practice Note highlights those HSWA 1974 offences that can only be tried in the magistrates’ courts. Summary only health and safety offences The health and safety offences that are triable only in the magistrates’ court are: Breach of provisions relating...

People with significant control (PSC) regime The architecture of the people with significant control (PSC) regime, which first commenced on 6 April 2016, is contained in Part 21A of the Companies Act 2006 (CA 2006). Its purpose is to tackle worries about the lack of transparency in corporate ownership, where historically the register captured only the legal holder of shares, not always the beneficial owner. By requiring a PSC register, more precise and up‑to‑date details are available about who ultimately owns and directs companies and other bodies, and this information is made public via the central register at Companies House and remains accessible to the public. It assists prospective investors in their decision‑making. It likewise aids law enforcement bodies with money laundering enquiries. LLPs formed under the Limited Liability Partnerships Act 2000 must keep a record of persons with significant control over the LLP under the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016, SI 2016/340 (the LLP Regulations), as amended by the Information about People...

Water pollution Polluted water can kill fish and other aquatic life, harm habitats, threaten drinking supplies, lower water quality and foul beaches. Many kinds of contaminant can enter waters—chemicals, microplastics, petrol, oils and fats, ammonia in sewage, mine waste, nitrates from farming and solid waste. Definitions of water ‘Controlled waters’ Relevant territorial waters (seawater to three nautical miles) Coastal waters (eg tidal waters) Inland freshwaters (rivers, streams, watercourses, lakes and ponds) Groundwaters (water stored in rock layers beneath soil) Section 104 of the Water Resources Act 1991 (WRA 1991) ‘Surface water’ Inland waters (all standing or flowing surface water, except groundwater) Transitional waters (partly saline estuaries substantially influenced by freshwater flows) Coastal waters (water up to one mile seaward) The Water Environment (Water Framework Directive) (England and Wales) Regulations 2017, SI 2017/407, Sch 1 ‘Groundwater’ — all water below the ground surface...

registration number OC : [ insert registration number ] [ insert name ] LLP Minutes of a meeting of the members (the Meeting) of [ insert name ] LLP (the LLP ) Convened at: [ insert place of meeting ] Date and time: [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am or pm ] Present [ insert name of member to be the chair ] (Chair) [ insert names of members who are physically present ] [ insert names of any members present by telephone as permitted by the limited liability partnership agreement ] (by telephone) [ insert names of any members present by other means ]...

This Deed of dissolution is entered into on [ insert date ] Parties Each individual whose name and address appear in Schedule 1 (each a Partner and, collectively, the Partners named therein). Background: The Partners have conducted and managed the Business in partnership in accordance with the terms of the Partnership Agreement. The Partners intend to dissolve and wind up the Partnership [ as contemplated by clause [ insert clause number ] of the Partnership Agreement ] on the basis set out in this deed. AGREED TERMS: 1 Definitions and interpretation 1.1 Except where expressly stated otherwise in this deed, the definitions and rules of interpretation in the Partnership Agreement shall govern...

This Licence is entered into on [ insert date ] (the Commencement Date): Parties [ insert licensor name ], a company incorporated in [ England and Wales ] under number [ insert company number ], whose registered office is at [ insert address ] (the Licensor); and [ insert licensee name ], a company incorporated in [ England and Wales ] under number [ insert company number ], whose registered office is at [ insert address ] (the Licensee), (each of the Licensor and the Licensee being a party and, together, the Licensor and the Licensee are the parties). Background (A) [ Explain the relationship between the Licensor and the Licensee. ] (B) [ The Licensor has entered into an agreement with the Licensee [ dated [ insert date ] ] (the Main Agreement) for [ insert other description of relevant transaction (referencing any relevant related agreements) ] (‘ Transaction ’). ] (C) The Licensor has agreed to...

Contract law regulates the recoverable loss arising under a limitation of liability provision in a share purchase agreement where a warranty is breached. Warranties comprise contractual declarations or assurances concerning the state of the target company, its operations, assets and liabilities. Should a seller provide a warranty in a share purchase agreement that later turns out inaccurate, untrue or misleading, the buyer may pursue a breach of warranty claim and seek damages from the seller for losses thereby suffered by the buyer...

Insolvency Rules 2016 (IR 2016), SI 2016/1024, Part 14 Part 14 of the Insolvency Rules 2016 (SI 2016/1024), which sets out how creditors’ claims are dealt with, also operates in a members’ voluntary liquidation (MVL) by reason of r 14.1(1). That rule confirms that this Part applies to administration, winding up and bankruptcy proceedings, without any restriction confining its operation to insolvent liquidations. What amounts to a provable debt in a winding up (and equally in administration and bankruptcy) is defined by r 14.2(1). Save as otherwise provided in that rule, every creditor’s claim is provable as a debt against the company or the bankrupt, whether the liability is present or future, certain or contingent, ascertained or recoverable only in damages. For further guidance, see Practice Note: Future debts, contingent debts, secured debts...

In occupational disease matters, it is common that the claimant was employed many years ago by an entity that has ceased trading, changed its name, or shifted liabilities within intricate corporate groups. Defence solicitors may challenge the identity of any proposed defendant within their defence, and resolving such questions well before the commencement of proceedings is always desirable. Accurately naming the parties to the claim from the outset is particularly important in order to avoid incurring unnecessary costs later on, for example in having to discontinue against a party and/or amend the claim form, and to prevent any potential problems in respect of limitation...