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Special notice meaning

What does Special notice mean?
Special notice is the longer period of advance notice a member must give a company before proposing certain resolutions at a general meeting. Under the Companies Act 2006, it is required for resolutions to: remove a director; appoint a director in place of a director removed at the same meeting; remove the company’s auditor; and appoint an auditor other than the retiring auditor or resolve that the retiring auditor shall not be reappointed. Special notice means the proposer’s intention must reach the company at least 28 clear days before the meeting (clear days exclude the day of service and the day of the meeting). The company must then notify members of the resolution with, or as soon as practicable after, the meeting notice; if that is not practicable, it must advertise the resolution at least 14 clear days before the meeting. Failure to comply generally renders the resolution ineffective and engages statutory rights for the affected director or auditor to receive the notice and make written/oral representations. This is a statutory concept. The regime is broadly consistent across England & Wales, Scotland and Northern Ireland. In Ireland (Companies Act 2014), a similar regime—often called “extended notice”—applies to equivalent director and auditor resolutions.
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View the related Checklists about Special notice

CHECKLISTS
HMRC revenue determinations (direct taxes): validity checks, no appeal, deadlines to displace by return, special relief, HMRC engagement and payment—practitioner checklist

HMRC may issue a revenue determination in relation to direct taxes when a taxpayer fails to submit a return in response to a notice requiring a return to be filed. Unless the determination was raised by HMRC in error, receiving one indicates a significant lapse in attending to tax affairs and compliance obligations. It should be addressed promptly as a matter of priority, and a taxpayer may wish to instruct an adviser to provide assistance. For detailed guidance on the consequences of a revenue determination for direct taxes and the options available to displace it, see Practice Note: What is a revenue determination for direct tax purposes? This Checklist sets out key practical considerations and the procedural steps to take once a taxpayer has been issued with a revenue determination by HMRC. Determinations concerning stamp duty land tax (SDLT) fall outside the scope of this Checklist. In contrast to revenue determinations relating to direct tax—where there is no right of appeal—there is a limited right of appeal against SDLT...

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CHECKLISTS
Companies Act 2006 special notice: ordinary resolutions to remove directors/auditors and appoint replacement auditors—checklist

Special notice Under the Companies Act 2006 (CA 2006), particular resolutions must be proposed with special notice in advance. Where such notice is required, a resolution is ineffective unless the company is given notice of the intention to propose it at least 28 days before the meeting at which it will be moved...

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CHECKLISTS
Employer Checklist for Individual Redundancy Consultation (with or without Collective Consultation): Planning, Selection, Meetings, Letters, Alternatives, Special Protections, Notice, Settlement and Appeal

Checklist This checklist sets out the actions required for individual redundancy consultation, irrespective of whether consultation has also occurred at a collective level. It highlights the practical planning points for a redundancy exercise and indicates the matters to address at each stage... Open meetings with affected employees – topics to cover Letters to affected employees – required inclusions Individual consultation meetings – key discussion points Notice of dismissal – content to include Right of appeal – information to provide For broader guidance on individual redundancy consultation duties, see Practice Notes: Redundancy—fair procedure: individual consultation and How to carry out individual redundancy consultation. This checklist proceeds on the basis that the employer has already determined whether collective consultation is needed (see Checklist: Redundancy—collective consultation checklist for employers—Identify redundancy situation)...

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NEWS
Great Britain energy regulation weekly update: Ofgem gas metering licence and CSNP2 consultations, ESO RIGs/RRPs decision, grid connections reforms, SAU report on DESNZ CCUS—8 August 2024

In this issue: Electricity and gas market regulation and licensing Networks and network connections Air emissions, efficiency and climate change Daily and weekly news alerts New and updated content Dates for your diary Trackers Electricity and gas market regulation and licensing Ofgem consults on gas transporter licence metering duties Ofgem has launched a consultation on proposed amendments to the Gas Transporter Licence held by National Grid Gas Plc, addressing metering obligations within the Standard Special and Special Conditions, several of which are scheduled to sunset on 31 December 2024. The consultation closes on 2 September 2024. See: LNB News 06/08/2024 4. Ofgem decision on ESO RIGs and RRPs for RIIO-2 Ofgem has confirmed its decision on updated versions of National Grid Electricity System Operator Limited’s Regulatory Instructions and Guidance and Regulatory Reporting Pack for RIIO-2. The updates account for costs linked to New Roles, the Future System Operation transition, National Grid payments, and the...

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NEWS
EAT: ‘Sought’ parental leave protection applies without formal notice; related dismissal automatically unfair and detriment unlawful (Hilton Foods Solutions v Wright)

Hilton Foods Solutions v Wright [2024] EAT 28 What are the practical implications of this case? This judgment turns on a single issue of interpretation: what must an employee do to be treated as having “sought” parental leave so as to gain protection from dismissal under the MAPLE Regulations 1999, SI 1999/3312, reg 20, as enforced by section 99 of the Employment Rights Act 1996? HHJ Tayler found that whether an individual has “sought” parental leave is a matter for the employment tribunal to decide on the facts, applying the ordinary meaning of the word “sought”, without any special gloss. Serving notice to take parental leave in accordance with paragraphs 1(b) and 3 of Schedule 2 to the MAPLE Regulations will, save in exceptional circumstances, generally show that the employee has “sought” to take parental leave; however, it is not the sole means by which it can be shown that the employee has sought to take parental leave. Accordingly, practitioners should note: employees...

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NEWS
UK and EU financial services weekly briefing for lawyers: Spring Budget 2024, FCA supervision and enforcement, AML and sanctions, ESG, markets and fintech updates (7 March 2024)

In this issue: Spring Budget 2024 Brexit UK, EU and international regulators and bodies Authorisations, approvals and supervision Prudential requirements Financial crime and sanctions Complaints, compensation and claims handling Investigations, enforcement and discipline Capital markets regulation Benchmark regulation and IBOR reform Derivatives regulation Dispute resolution for financial services lawyers Sustainable finance and ESG Banks and mutuals Investment funds and asset management Insurance regulation Payment services and systems Fintech and cryptoassets Competition in financial services EEA Agreement Annex IX (Financial Services) Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts New and updated content Dates for your diary Spring Budget 2024 Spring Budget 2024—key Financial Services announcements In the Spring Budget 2024, the chancellor of the Exchequer, Jeremy Hunt, unveiled a suite of measures affecting financial services, including in particular the possible creation of a Private...

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View the related Practice Notes about Special notice

PRACTICE NOTES
Light touch contracts under the Procurement Act 2023: scope, thresholds, notices, tendering and award, user choice, public service mutuals reservations, frameworks, modifications and remedies

STOP PRESS From 24 February 2025, the core provisions of the Procurement Act 2023 (PA 2023) take effect and apply. Competitions commencing on or after that date must proceed under PA 2023, while procurements started under the earlier regimes — the Public Contracts Regulations 2015 (PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011 — must continue to be run and overseen in line with those rules and procedures accordingly. See Practice Note: Introduction to the Procurement Act 2023—PA 2023. This material concerns the Procurement Act 2023 regime. It provides practical guidance on public procurement under the Procurement Act 2023 (PA 2023). For practical guidance on light touch contracts under the former legislation, see Practice Note: Considerations when authorities procure contracts that are not subject to the full procurement regime. Overview of the light touch public procurement regime Under PA 2023, light touch contracts (LTCs) mean contracts wholly or predominantly for the delivery of identified...

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PRACTICE NOTES
Voluntary winding-up in England and Wales: resolutions, MVL/CVL conversion, creditor decision procedures, statements of affairs, liquidator appointment, statutory notices, and vacancy/release

The resolution to wind-up A company can move into voluntary liquidation only if one of the following applies: its fixed duration has ended, or an event specified in its articles as triggering liquidation has occurred, and the company has approved an ordinary resolution to wind up; or it passes a special resolution to be wound up voluntarily. See: 97 Notice of meeting to pass ordinary or special resolution to wind up: Encyclopaedia of Forms and Precedents [1441] 103 Special resolution to wind up and appoint liquidator: Encyclopaedia of Forms and Precedents [1452] The former practice of proceeding by extraordinary resolution is no longer available under the Companies Act 2006. Where the directors make a declaration of solvency under section 89 of the Insolvency Act 1986 (IA 1986), the company may proceed by way of a members’ voluntary liquidation (MVL). For further information, see Practice Note: What is a members’ voluntary liquidation and when is...

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PRACTICE NOTES
Contribution notices and financial support directions: Determinations Panel standard procedure from trigger event to Upper Tribunal reference (defined benefit schemes)

THIS PRACTICE NOTE APPLIES ONLY TO DEFINED BENEFIT OCCUPATIONAL PENSION SCHEMES When performing its functions, the Determinations Panel of the Pensions Regulator follows two distinct procedural pathways that must be observed, and must be followed at all times. These two sequences are known as the Standard Procedure and the Special Procedure. the Standard Procedure the Special Procedure As a reserved regulatory function of the Pensions Regulator, issuing a contribution notice or a financial support direction may only be carried out by the Determinations Panel using the Standard Procedure. The Special Procedure is adopted where there is a need to invoke the Regulator’s powers without delay to safeguard members’ interests or scheme assets. This route does not extend to contribution notices or financial support directions. For more detail on the Special Procedure, see The Pensions Regulator’s Determinations Panel—The Regulator’s procedures for exercising its functions. For additional information about the Panel, see Practice Note: The Pensions Regulator’s Determinations Panel. Stages of...

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PRECEDENTS
Precedent: UK seconded employee privacy notice—employer and host data sharing, lawful bases (including special category data), rights, retention, security and international transfers

Stop press: The Data (Use and Access) Act 2025 (Commencement No 6 and Transitional and Saving Provisions) Regulations 2026, SI 2026/82 now commence the remaining provisions of the Data (Use and Access) Act 2025 (DUAA 2025). Provisions covering the areas below apply from 5 February 2026, while those on penalty notices and complaints apply from 19 June 2026. For further details, see Practice Note: Data (Use and Access) Act 2025—employment implications. This Precedent will be updated shortly to reflect these changes. subject access requests legitimate interests purpose limitation automated decision-making international transfers enforcement [ Insert name of organisation ] Data protection privacy notice (secondment) As you are aware, it is proposed that you will be seconded to [ insert name ] (host employer). This notice sets out which personal data (information) [ insert name of employer ] [ trading as [ insert trading name, if different ] ] (‘we’ or ‘Company’) will provide to, and receive from, your...

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PRECEDENTS
Precedent special resolutions: disapply pre-emption rights and authorise allotment (including follow-on offers) for UK listed or AIM companies (Companies Act 2006; Pre-Emption Group Statement of Principles)

SPECIAL RESOLUTION[S] 1 THAT, if [ insert reference to the resolution granting authority to allot ] is approved, the Board shall be empowered to issue equity securities (as defined in the Companies Act 2006) for cash under the authority conferred by that resolution and/or to dispose of ordinary shares held by the Company in treasury for cash, as though section 561 of the Companies Act 2006 did not apply to any such issue or sale, such power to be restricted as follows: [ insert wording to limit the authority to disapply pre-emption rights to allotments for rights issues and other pre-emptive issues ]; to the issue of equity securities or the disposal of treasury shares (other than pursuant to paragraph (A) above) up to an aggregate nominal amount of £[ insert amount, to be not more than 10 per cent of the issued ordinary share capital (excluding treasury shares) of the Company as at the latest practicable date prior to publication of the notice of...

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PRECEDENTS
Board minutes precedent: approving or recommending an interim, final or special cash dividend by a private company limited by shares (Companies Act 2006)

Company registration number: [ insert company number ] [ insert company name ] [ LIMITED OR LTD ] Minutes for a meeting of the board of directors (the Meeting) of [ insert company name ] [ Limited OR Ltd ] (the Company) Held at [ insert place of meeting ] Held on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert names of directors attending, in person or by any remote method (unless such methods are expressly excluded by the company’s articles of association) ] [ by [ insert means of attendance for each director joining remotely ] ] [ In attendance: ] [ [ Insert name of any person present, in person or by any remote means, who does not count towards the quorum for the meeting (eg the company secretary, any legal advisers) ] ] [...

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View the related Q&As about Special notice

Q&As
Ground rent arrears predating a leaseholder's freehold purchase

This Q&A raises the issue of the extent to which a person who takes an assignment of the reversion to a residential lease is able to recover rent which fell due before the date upon which it takes effect Upon serving the tenant with notice of assignment of the reversion, the assignee’s rights depend on when the residential lease was granted: Leases granted before 1 January 1996: under section 141 of the Law of Property Act 1925, the assignee is entitled to rent falling due in the future. In addition, as established in Re King, the assignee may pursue arrears that accrued before the assignment, and once the transfer takes effect, the outgoing landlord’s ability to recover those sums is lost. Leases granted on or after 1 January 1996: the Landlord and Tenant (Covenants) Act 1995 applies. By virtue of LT(C)A 1995, section 3(3)(b), an assignee of the reversion is entitled to rent which becomes payable after the assignment takes effect. In...

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Q&As
s6 PWA 1996: consent to encroaching foundations; no access rights

Notice requirements in respect of excavations Section 6 of the Party Wall etc. Act 1996 (PWA 1996) sets out the notice obligations for excavations, and in particular covers works where digging is undertaken within a distance between three and six metres of an adjoining property. Addressing ‘special foundations’ first, PWA 1996, s 20 explains these as foundations that employ an arrangement of beams or rods for the purpose of spreading any load. Where proposed foundations fall within that description, the adjoining owner’s written agreement must be secured in advance. Clearly, this is an extremely technical area, and a suitably detailed report ought to be obtained in order to consider whether, in the circumstances of this scenario, the foundations can properly be treated as special foundations. Turning to whether section 6 will extend to the construction of foundations which encroach upon the adjoining owner’s land, it appears likely that the excavation will necessitate a section 6 notice being served under the PWA 1996...

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