Statement of guarantee meaning

This checklist provides a concise guide to the actions required and the documents to assemble for an unlimited company to re-register as a private limited company under Part 7 of the Companies Act 2006 (CA 2006). Preliminary considerations Step Notes/Resources Tick box when step complete or matter considered Are the company and its directors fully informed of the additional restrictions and obligations that apply to private limited companies when compared with unlimited companies? If not, ensure they understand: the need to file accounts; members’ status will shift from unlimited liability to liability limited to the amount paid for their shares (or to the amount set out in the statement of guarantee, if the company is to be limited by guarantee); the company will be subject to share capital maintenance rules that did not previously apply to it as an unlimited company. Re-registration of an unlimited company as limited CA 2006, s 448 CA 2006, ss...

This checklist is intended chiefly for assignments of commercial leases. It is not comprehensive and cannot anticipate every scenario across all deals. Always consider whether additional points require attention. It proceeds on the basis that: the lease concerns commercial premises let at open market rent to an occupational tenant, with the landlord providing the insurance the assignor uses the premises for its business and the assignee likewise plans to occupy for business purposes the lease is a head lease and the premises are free of any underleases the lease is not secured by a fixed charge (which would be rare in practice), and no premium is payable Where the assignment forms part of a broader or more intricate arrangement, consult Sale of commercial property (seller)—checklist and Practice Note: Transferring commercial property—a practical guide. When acting for the assignee, refer to Assignment of a rack rent lease (assignee)—checklist. Preliminary matters See also Practice Note: Transferring commercial property—a practical guide—Preliminary...

A substantial penalty, imposed on TikTok on 2 May 2025 by Ireland’s privacy regulator, has sparked serious and widespread doubts over whether any firm exporting personal data to China can do so lawfully under EU data‑protection rules. ByteDance, TikTok’s parent, was hit with a €530m (around $600m) fine after the Irish Data Protection Commission (DPC) found it had failed to ‘verify, guarantee and demonstrate’ that EU users’ data—remotely accessed by staff in China—enjoyed safeguards ‘essentially equivalent to that guaranteed within the EU’. Concern over data flows to China has further intensified. The US government has now explicitly barred the movement of bulk sensitive personal data or government-related information between US persons and ‘countries of concern’—notably China. ‘The screw is turning on restricting the flow of data to China, under the banner of privacy, national security and competitiveness interests’, Joe Jones, director of research and insights at the International Association of Privacy Professionals, said in an emailed statement. Under the EU GDPR, data may only be sent beyond the EU where...

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In this issue: Sustainable finance and ESG round–up Spring Budget 2024 Banking and finance case round-up UK and international sanctions Economic Crime and Corporate Transparency Act 2023 LIBOR and benchmarks Security Guarantees Sustainable finance Derivatives Regulation for derivatives lawyers Structured products and securitisation Restructuring Daily and weekly news alerts New and updated content Useful information Sustainable finance and ESG round–up Sustainable finance and ESG weekly round–up: for this week’s digest of developments, see Sustainable finance and ESG weekly round-up—7 March 2024. Spring Budget 2024—key Banking & Finance announcements On 6 March 2024, the Chancellor of the Exchequer, the Rt Hon Jeremy Hunt MP, outlined a series of steps of note for banking & finance lawyers. These include extending the Recovery Loan Scheme—now the Growth Guarantee Scheme—until the end of March 2026; consulting on the UK implementation of the Organisation for Economic Co-operation and Development Cryptoasset Reporting...

This Practice Note looks at the principal considerations and steps when establishing a company limited by shares or by guarantee. What is a company? A company is a business vehicle that exists as a separate legal entity, distinct from its members. It is owned by its members and run by its directors. It is governed by the Companies Act 2006 (CA 2006). Companies are widely used; more than 5 million are on the UK public register maintained by Companies House. Under the CA 2006, the following company types are available: Public or private companies limited by shares — see Practice Notes: Private companies limited by shares and Public companies limited by shares Private companies limited by guarantee (primarily used by charities and other not-for-profit organisations — see Practice Note: Companies limited by guarantee) Unlimited companies (comparatively uncommon — see Practice Note: Unlimited companies) For details on other business vehicles, see Practice Note: Forms of business vehicle — fundamentals....

Dobbies Garden Centres Limited sought a Part 26A restructuring plan at a convening hearing in October 2024 and a sanction hearing in December 2024 before the Scottish Outer House, Court of Session. The key headline points are set out below (capitalised terms not defined here have the meanings given in the sanction judgment). This Deal Debrief forms part of our Restructuring plans collection. For an in‑depth analysis of key metrics from RPs filed in England & Wales in 2023, together with 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 Dobbies Garden Centres Limited (the Company) Industry sector Garden centres Place of debtor’s incorporation and jurisdictional factors The Company was incorporated in Scotland and its centre of main interests (COMI) was in Scotland. Legal counsel involved The Company: Almira Delibegovic-Broome KC and Elisabeth Roxburgh (instructed by Burness Paull LLP and Macfarlanes LLP) Timeline...

Where a company produces annual accounts for a financial year, an audit is required unless an audit exemption applies. Qualifying subsidiary exemption from the requirement to audit accounts A subsidiary that meets specific criteria may claim an exemption from auditing its individual accounts for a given financial year. The necessary conditions are: it is a subsidiary undertaking its parent undertaking is constituted under the law of any part of the United Kingdom every member consents to the exemption for the financial year concerned its parent undertaking provides a guarantee for that financial year under section 479C of the Companies Act 2006, namely a statement guaranteeing all of the subsidiary’s outstanding liabilities at the end of the financial year until they are settled in full, which is enforceable against the parent by any person to whom the subsidiary is liable in respect of those liabilities it is included in the consolidated accounts prepared by the parent for that financial year, or to...

Date [ date ] Parties [ name of Fund ], of [ address ] or, alternatively, incorporated in England and Wales (company registration number [ number ]) with its registered office at [ address ] (the Fund) [ name of Developer ], of [ address ] or, alternatively, incorporated in England and Wales (company registration number [ number ]) with its registered office at [ address ] (the Developer) [ name of Guarantor ], of [ address ] or, alternatively, incorporated in England and Wales (company registration number [ number ]) with its registered office at [ address ] (the Guarantor) The parties identified above enter into this Agreement on the stated date, with roles and definitions to be applied throughout as set out herein…

Name: ________________________________ Date of Birth: ________________________________ Membership Number: __________________ National Insurance Number: ____________________ Company Name: ________________________ Address: ____________________________________ Date Joined Scheme: ___________________ Date of Leaving: ____________________________ To the Trustees of the [ insert name of scheme ] Pension Scheme (the ‘Scheme’). I have benefits within the Scheme and apply to move the value of those benefits from the Scheme as outlined below. This also covers any amounts that would be paid from the Scheme to my dependants or beneficiaries if I were to die. I confirm I have received a statement of entitlement for my Scheme benefits showing the cash equivalent transfer value (CETV) as at my guarantee date. I wish to transfer my benefits to the Receiving Arrangement(s) listed here: Name of Receiving Arrangement: ________________________________ Address of Receiving Arrangement: ________________________________ HMRC Registration Number: ________________________________ DECLARATIONS Decision to transfer out • The choice to transfer my benefits to the Receiving Arrangement is mine alone,...