Limited company 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...

Checklist This Checklist outlines the IP matters that commonly require attention when drafting share purchase agreements (SPAs). It also considers points to address when carrying out the related IP due diligence and structuring around such transactions. For information on the corporate elements of these deals, see: Share purchase agreement—overview. For guidance on key provisions and issues relating to IP in the context of a share purchase, see Practice Note: IP issues to consider in share purchase contracts. For information about IP due diligence, see: Precedent: IP due diligence questionnaire; and Checklist: Intellectual property due diligence in share purchase transactions—checklist This Checklist covers technology only to a limited degree. If IT represents a principal asset of the target company, more detailed warranties should be included in respect of, eg, IT systems and core software...

Use this Checklist when filing charges at Companies House where a UK company or a Limited Liability Partnership (LLP) created the charge on or after 6 April 2013, and also read it alongside Practice Notes: How to register security at Companies House and Registering security at Companies House. For the purposes of Part 25 of the Companies Act 2006 (CA 2006) on Company Charges, a 'charge' also covers a mortgage. Accordingly, references to a 'charge' in this Checklist should be understood to include a mortgage. Checklist The fourth column can be used to record observations or comments while progressing through the Checklist, capturing any points as the Checklist is worked through...

This Flowchart This flowchart sets out the steps to be followed by any limited company with a share capital—whether public or private—when implementing a reduction of its capital using the court procedure, in accordance with the requirements of the Companies Act 2006. View or print a full-size PDF version:...

Flowchart This diagram explains the necessary steps that are to be taken by a private company limited by shares to implement a reduction of capital via the solvency statement process, in accordance with the Companies Act 2006. View or print a full-size PDF version:...

View or print a full-size PDF version:...

In Downtul Ltd [In Liquidation] v Companies Act [2025] IEHC 358, the Irish High Court imposed restrictions for a period of five years on two directors, after determining that they did not act prudently or have proper regard to the interests of Downtul Limited (the Company) as a distinct entity within a complex corporate arrangement. The decision underlines the intricate nature of directors’ obligations in group scenarios and the need to prioritise the interests of each separate company. As a result of the restriction order, the two individuals—each currently sitting on the boards of more than 100 Irish companies—are barred from acting as company directors for five years unless the relevant company has a nominal share capital of at least €100,000 (or €500,000 where the entity is a public limited company or an unlimited company). Background The individuals were directors of the Company, which leased a commercial premises later occupied and run as a Starbucks café by another company, Atercin. They also served as directors of Atercin...

Vesnin v Queeld Ventures Ltd and another company [2025] EWHC 104 (Ch) What are the practical implications of this case? The ruling is of practical and procedural importance for practitioners working on cross-border insolvency and asset recovery. It confirms that a party must show a legitimate interest in the bankruptcy to have standing to resist a common law recognition application—such as a creditor, the bankrupt, or a party with a concrete economic stake in the bankruptcy acting in the same capacity from which that stake arises. A merely commercial or tactical interest—like attempting to thwart a claim to title to shares, as here—is insufficient. Advisers for prospective respondents should therefore consider whether their clients possess the requisite interest in the bankruptcy and advise accordingly. The court did not define what amounts to a tangible economic interest in the insolvency, though possible classes could include: beneficiaries of a trust forming part of the bankrupt’s estate; a secured creditor with rights over assets within the estate;...

Christopher Purkiss (as liquidator of Ethos Solutions Limited) v Tim Kennedy and others [2025] EWCA Civ 268 Ethos Solutions Limited (the Company) ran a disguised remuneration arrangement under which sums were channelled to an employee benefit trust (EBT) without withholding income tax or NICs. The EBT’s trustee allocated funds into sub-trusts for the respondents and, when asked, advanced the amounts to them as discretionary loans. On 4 December 2012, HMRC issued determinations, holding the Company liable for income tax and NICs of c.£2m arising from payments made to the EBT in the 2008‑09 and 2009‑10 tax years. On 18 December 2012, the Company entered creditors’ voluntary liquidation, making no remittances to HMRC and taking no steps to appeal. On 9 January 2013, HMRC lodged a proof of debt totalling c.£2m with respect to those same EBT payments, as claimed therein...

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...

Yunneng Wind Power Co. Limited successfully sought a Part 26A restructuring plan (RP), with the convening hearing in July 2023 and the sanction hearing in August 2023. The key points are set out below. Capitalised terms not defined here take the meanings assigned in the convening and sanction judgments. This Deal Debrief forms part of the Restructuring plans collection. For a fuller review of core metrics from RPs lodged in 2023, alongside commentary from leading figures in the restructuring sphere, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of plan company Yunneng Wind Power Co....

STOP PRESS: A major overhaul of the UK listings regime took effect on 29 July 2024, scrapping both the premium and the standard listing segments and replacing them with a single category for equity shares in commercial companies. That commercial companies category is heavily disclosure-led and sits alongside other listing categories, including the shell companies category, the secondary listing category and the closed ended investment fund category, among others. A new UK Listing Rules sourcebook came into force to deliver these changes, and the previous Listing Rules sourcebook was revoked. For further information and detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it existed prior to 29 July 2024. A limited company may buy back shares in itself, provided conditions set out in the Companies Act 2006 (CA 2006) are satisfied, where applicable. This is known as a share buyback or a purchase of own shares. In addition to CA 2006, there are other rules and guidelines that are relevant...

This Agreement is dated [ insert date ] Parties [ insert licensor name ], [ of OR a [ company OR partnership OR limited liability partnership ] [ incorporated OR constituted ] in [ insert jurisdiction, eg England and Wales ], registered number [ insert company or LLP number ], with [ registered office OR principal place of business ] at [ insert address ] (Licensor); and [ insert licensee name ], [ of OR a [ company OR partnership OR limited liability partnership ] [ incorporated OR constituted ] in [ insert jurisdiction, eg England and Wales ], registered number [ insert company or LLP number ], with [ registered office OR principal place of business ] at [ insert address ] (Licensee) Each of the Licensor and the Licensee is a party; together, the Licensor and the Licensee are the parties. Background The Licensor is the proprietor of the Technology IP. The Licensee has agreed...

Introduction This concerns the acquisition by [ insert buyer name ] (the Buyer) of the [ entire share capital of [ insert name of target company ] Limited, incorporated in England and Wales under number [ insert company number ] (the Company) OR [ insert description of the business to be acquired ] (the Business) as a going concern, together with specified assets used in the Business ] from [ insert seller name ] (the Seller) (the Proposed Acquisition). This questionnaire is intended to enable the Buyer, the Buyer's solicitors, patent and trade mark attorneys, and other professional advisers to gather essential information about the IP owned and/or used by the [ Company and its subsidiaries OR Business OR which the Buyer requires to assist in the valuation of the Company OR Business and with the negotiation of the Proposed Acquisition ] . Please respond to every single question in full. Please set out your answers in italics immediately beneath each question and supply copies of all relevant documentation,...

[ insert address of sender ] Our ref: [ insert reference ] Your ref: [ insert reference ] [ insert address of recipient ] Date: [ insert date ] Dear [ insert organisation name ] Submission to [ insert company name ] Thank you for wishing to send a submission to [ insert company name ]. You will understand that we receive many submissions from a wide range of individuals and organisations. Our company maintains an active research and development function and, at any moment, we are engaged in numerous research and development projects across various fields. On occasion, you may provide an idea or materials relating to work you have created or research you have carried out and, independently, we may have developed or researched something similar, or already hold comparable information. In those circumstances, by agreeing to keep the information within your submission confidential, we would not wish to be limited in what we can do with...

Registration at the Charity Commission (CC) Most entities with a charitable character must register with the Charity Commission (CC), though some are exempt in specific cases. For further detailed guidance, see Practice Notes: Charity creation—legal points at Charity creation—legal points—Charity registration and Charity registration—when to register...

A Sponsor may submit applications for multiple licence tiers concurrently; however, in the scenario raised in this Q&A it would be unwise, as approval of one would, by necessity, preclude success of the other. For a Skilled Worker licence (a Worker route), one of the criteria is that the company is lawfully operating or trading in the UK. The Home Office has, of late, taken a firm stance in rejecting Sponsor Licence applications under the Skilled Worker route where the business is not yet producing income—often described as ‘pre‑revenue’. Although limited cases exist in which a pre‑revenue enterprise might still obtain a licence, the prevailing position now is that such bids are typically declined. This reflects current Home Office practice today...

This Q&A considers whether This Q&A explores whether, when a company is planning multiple share buybacks, it must put in place distinct share buyback contracts, each addressing a single intended buyback, or whether a single, overarching share buyback contract may instead cover all the intended buybacks, with each completing on a separate date. It proceeds on the basis that the company concerned is a private company limited by shares proposing to buy back shares off-market and that the contemplated buyback is neither for the purposes of, nor pursuant to, an employees’ share scheme within the meaning of section 1166 of the Companies Act 2006 (CA 2006)...