Prohibited name meaning

This checklist highlights the principal matters to review when a new individual joins a limited liability partnership (LLP), covering legal, regulatory and practical considerations. Identity of new member Full name and residential or registered address of the incoming member? Confirm the individual is not an undischarged bankrupt and is not prohibited from acting as an LLP member or as a company director. Check whether any current agreements or restrictive covenants (eg employment, LLP, joint venture, finance documents) could limit their ability to join or commit to the LLP. LLP agreement and other documentation What mechanism in the current LLP agreement governs the admission of new members? Will a deed of adherence/accession be required? Are any amendments needed to the terms of the existing LLP agreement? Do any related contracts require variation or consent, eg leases and IP licences?...

Who to serve and when The respondent to the application is the Official Receiver or the relevant office-holder, and accordingly the application together with the witness statement must be served on them. Under the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024, r 22.2, the applicant must give notice of any application for permission to use a prohibited name to the Secretary of State for Business and Trade (the Secretary of State). This notification can be made via the Insolvency Service (for postal and email address details, see Insolvency Service Guidance: Re-use of company names). Rule 22.2 of IR 2016 requires that the Secretary of State receives no less than 14 days’ notice. In practice, however, notice ought to be provided to all interested parties as far ahead of any hearing as possible, in good time, so that the Insolvency Service has sufficient time to consider the application fully with their lawyers...

In this issue: Practice and procedure Relationship breakdown Financial provision Private children Public children International children LexTalk®Family: a Lexis®Nexis community Daily and weekly news alerts Updated content Useful information Practice and procedure Master of the Rolls announces update to solicitors’ guideline hourly rates An update to solicitors’ guideline hourly rates has been confirmed by the Master of the Rolls. These figures are used for the summary assessment of court costs in England and Wales. The revision sets new amounts across all grades (A to D) and geographical bands, including London 1-3 and National 1-2. Levels vary according to the fee earner’s experience and location, with the highest rate being £566 per hour for Grade A solicitors in London 1. This change ensures the guideline rates reflect present market conditions and support fair cost assessment in legal proceedings. See: LNB News 02/01/2025 32. Relationship breakdown Voidable divorce orders (The Lord Chancellor v...

Maxima Creditor Resolutions Ltd v Fealy and another [2024] EWHC 2694 (Ch) What are the practical implications of this case? When assessing whether the test for being non-dormant under The Third Excepted Case is engaged, directors and their advisers must scrutinise the company’s trading record across the 12 months before the first company’s insolvency, alongside the dormancy framework in CA 2006, ss 1169 and 386. That said, the Companies Act requirements and IR 2016, SI 2016/1024, r 22.7(b) are not aligned on dormancy. To come within The Third Excepted Case, directors must be able to demonstrate that, throughout the entire qualifying year preceding the first company’s insolvent liquidation, the company carried out the kind of significant accounting transactions contemplated by CA 2006, ss 1169 and 386—namely those that s 386 requires to be entered in the company’s accounting records. Proof that such transactions occurred only at points within that period—so that the company was non-dormant merely at some stage during the 12 months—will not meet the threshold...

The Royal Embassy of Saudi Arabia (Cultural Bureau) v Costantine [2025] UKSC 9 Background to the Appeal Ms Costantine, a dual Lebanese–British national, worked for the Royal Embassy of Saudi Arabia from 18 January 2010 to 17 January 2018. During that time, the embassy’s remit included arranging support for, and safeguarding the interests of, Saudi students studying in the United Kingdom. She started as a Post Room Clerk in the Administrative Affairs Department. In practical terms, this was a data-entry position: she handled university invoices and matched them to the appropriate student by checking the name, number and university. She did not open mail, nor did she analyse any correspondence. Although she could, in principle, have accessed a wide range of confidential material through an electronic record system, she was unaware that such access was available and never in fact used it. From 2012 to 2015, she took part in organising the embassy’s career day and its graduation ceremony. That involvement may have given her sight of...

Offence of re-using company name without permission The Insolvency Act 1986 (IA 1986) curtails the re-use of a company’s name for five years where, in the year leading up to insolvency, any director or shadow director of the insolvent company becomes involved with the successor entity (see Who is caught by the restriction?). A director must not participate in a business that adopts the identical legal or trading name, or a name so alike as to imply a link with the earlier company, unless an exception applies (see Scope of restriction). Importantly, this curb is imposed on the individual rather than the company itself, as there are numerous innocent or practical reasons why different companies may carry the same or a comparable name. Under IA 1986, s 216, breaching this curb constitutes a criminal offence, and section 217 is aimed at removing the financial attraction of exploiting insolvency by allowing creditors to seek to pierce the corporate veil and by rendering any director (or any accomplice) who contravenes section...

Client guides Client guides comprise template letters covering a broad spectrum of family law matters, suitable for sending directly by the family practitioner to the client. Each guide also features drafting commentary for practitioners and hyperlinks to relevant connected materials, such as Practice Notes, forms, authorities, precedents and legislation. For procedural guides offering step-by-step direction on, inter alia, domestic abuse, asset preservation, relationship breakdown, cohabitants, private children, financial provision, international cases and enforcement, refer to Practice Note: Family procedural guides...

Advertising and marketing-Brazil-Q&A guide [Archived, 2021 edition] This Practice Note provides a jurisdiction-specific Q&A on advertising and marketing in Brazil, issued within the Lexology Getting the Deal Through series by Law Business Research (October 2021). Authors: IWRCF-Luiz Werneck; Talita Sabatini Garcia. 1. What are the principal statutes regulating advertising generally? the Brazilian Federal Constitution; the Consumer Protection Code (Federal Law No. 8,078/90); the Statute of the Children and Adolescents (Federal Law No. 8,069/90); the Brazilian Advertising Self-Regulation Code; Federal Law No. 5768/71; Decree No. 70,951/1972; Federal Law No. 5,768/71 and Decree No. 70,951/1972 regulate commercial promotions and sweepstakes; National Health Surveillance Agency resolutions. 2. Which bodies are primarily responsible for issuing advertising regulations and enforcing rules on advertising? How is the issue of concurrent jurisdiction among regulators with responsibility for advertising handled? In Brazil, rule-making for advertising is led by the National Advertising Self-Regulation Council (CONAR) and by the government, represented by the House...

In the Employment Tribunals Case number: [ Insert case number ] Between: [ Insert name of claimant ] (Claimant) and [ Insert name of respondent ] (Respondent) Claimant's schedule of loss 1. Details Net basic pay per week (after deductions): £[ Insert amount ] Respondent’s yearly pension contributions/annual pension entitlement: [ [ Insert amount, e.g. £x ] OR [ Insert details of pension scheme, e.g. 1/80 final salary scheme with related lump sum ] ] Yearly value of bonus/other employment perks: £[ Insert amount ] Notice period under the contract: [ Insert period, e.g. x weeks or x months ] Claimant’s date of birth: [ Insert date ] Date employment ended: [ [ Insert date ] ] Age at termination: [ [ Insert age ] ] 2. ...

Articles of Association for [ insert name of company ] Limited (Incorporated in England and Wales under registration number [ insert number ]) (Adopted by a Special Resolution passed on [ insert date ] 20[ insert year ]) 1 Model Articles 1.1 The Model Articles apply to the Company except to the extent that these Articles alter, disapply or conflict with them; subject to any such amendments, exclusions or inconsistencies, the Model Articles shall, together with these Articles, comprise the Company’s articles of association, replacing any other articles or regulations contained in any statute, statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 11(2) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1)-(5) (conflicts of interest), 21 (all shares to be fully paid up), 26(5) (share transfers), 30(5)-(7) (procedure for declaring dividends), 39 (chairing general meetings), 42 (voting: general), 44(2) (poll votes), 50 (no right to inspect accounts and other records), 51 (provision for employees on...

Private Company Limited by Shares Articles of Association for [ insert name of company ] Limited (a company incorporated in England and Wales with registered no. [ insert number ]) (adopted by Special Resolution dated [ insert date ] 20[ insert year ]) 1. Model Articles 1.1 The Model Articles apply to the Company save to the extent that these Articles amend, disapply or conflict with them. Subject to any such alterations, exclusions or inconsistencies, the Model Articles together with these Articles comprise the Company’s articles of association, to the exclusion of any alternative articles or regulations contained in legislation, any statutory instrument or other subordinate legislation. 1.2 The following provisions of the Model Articles shall not apply to the Company: 6(2); 7; 8; 11(2); 11(3); 13; 14(1)–14(5) 16; 17; 22; 26(5) 39; 44(2); 50; 51; 52; 53 1.3 In these Articles, any mention of the term ‘chairman’ within the Model Articles shall be interpreted as a reference...