Unregistered 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...

How to use this Checklist This Checklist flags typical issues that arise when negotiating a manufacturing agreement and a design licence, helping you focus on key points at each stage. For further information on the licensing of designs, consult the materials below and see the following Practice Notes: Introduction to designs UK registered and unregistered designs Licensing intellectual property rights For standalone design licences, consult Precedents: Design licence—pro-licensor and Design licence—pro-licensee. See also: Licence of designs—checklist. For character merchandising arrangements, refer to Precedents: Character merchandising agreement—pro-licensor and Character merchandising agreement—pro-licensee. Where suitable, this Checklist may serve as the basis for a brief, non-binding heads of terms. For guidance on how to do this, see Precedent: Heads of terms—commercial contracts. Checklist schedule for proposed manufacturing agreement and design licence The following notes apply to the key commercial considerations identified and outlined herein. Notes Parties Parties: verify each party’s legal status and whether any third parties...

This note provides a checklist of the principal questions to ask, and the actions to take, to meet the requirements of Part 21A of the Companies Act 2006 (CA 2006) covering people with significant control (the PSC regime). It focuses on keeping a register of PSCs and other registrable relevant legal entities (RLEs) (the PSC register)... The requirement to report PSC information The PSC regime covers UK incorporated companies limited by shares or guarantee (including community interest companies), limited liability partnerships (LLPs), unlimited companies, unregistered companies and UK Societas. Owing to the Scottish Partnerships (Register of People with Significant Control) Regulations 2017, SI 2017/694, it also applies to eligible Scottish partnerships (Scottish limited partnerships and Scottish qualifying general partnerships). These bodies must update their own registers within 14 days and amend the central record at Companies House within a further 14 days; eligible Scottish partnerships are not required to keep a PSC register but must deliver PSC details to Companies House within 14 days. For more detail, see...

Restructuring & Insolvency weekly highlights—19 December 2024 In this issue: Key R&I law developments Corporate insolvency processes Directors and insolvency Insolvency litigation Creditors’ participation R&I in Scotland International restructuring and insolvency Daily and weekly news alerts Key dates for restructuring and insolvency professionals New Practice Note—Restructuring and insolvency Highlights 2024/2025 Key R&I law developments Insolvency Service publishes monthly insolvency statistics for November 2024 The Insolvency Service has issued its November 2024 statistics for England and Wales, covering both corporate and individual cases. There were 1,966 corporate insolvencies—13% higher than October 2024, yet 12% down on November 2023. Individual insolvencies reached 10,012, a 12% rise from October 2024 and 25% above November 2023. See: LNB News 17/12/2024 35. Corporate insolvency processes What comprises an ‘unregistered company’ under section 220(1) of the Insolvency Act 1986? (East Riding of Yorkshire Council v KMG) KMG (the Fund) is an investment fund established in...

East Riding of Yorkshire Council, as the administering authority for East Riding Pension Fund, v KMG SICAV-SIF-GB [2024] EWHC 2845 (Ch) What are the practical implications of this case?...

In this issue Corporate insolvency processes Directors and insolvency Insolvency litigation The office-holder Property insolvency Financial institutions Daily and weekly news alerts Key dates for R&I professionals New content Corporate insolvency processes Standing in liquidation applications (McAteer v Hat & Mitre plc) In a factually unusual matter, the Court of Appeal decided that an unregistered share transfer was enough to treat the applicant as a member of the company and thus a contributory under the Insolvency Act 1986 (IA 1986). As a contributory, he could seek relief from the court in the company’s liquidation. He owned 0.02% of the share capital, yet his name did not appear on the register of members. No other shareholder supported his proposals. The court stressed that, in applications of this nature, the majority’s wishes carry weight and, as a result, his minimal interest would be overwhelmed by the majority. The court also examined whether, relying on his technical...

A well-maintained register of people with significant control (PSC) should make publicly available who ultimately owns and controls companies and other entities. The PSC framework applies to UK-incorporated companies limited by shares or by guarantee (including unlimited companies, unregistered companies, community interest companies and dormant companies), limited liability partnerships (LLPs), and eligible Scottish partnerships, namely Scottish limited partnerships and Scottish qualifying general partnerships (ESPs). For clarity, this guide chiefly refers to companies. For information on the regime’s scope, including how a company might most effectively obtain relevant beneficial ownership details, see Practice Note: PSC register—the people with significant control regime. Corporate transparency reform—changes to the PSC regime The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023 and is being introduced in phases across multiple commencement dates. Many provisions will only commence once detailed secondary legislation and guidance are in place, while others require the rollout of new technical processes and tools before they can operate. ...

IP rights only carry real weight when they generate revenue for the company. Even where they are already in use, a structured exploitation programme can unlock extra value. This Practice Note provides hands-on guidance for businesses on making the most of their IP rights. It explains how to run an IP audit and build a coherent exploitation strategy. It also outlines the principal routes to exploitation, including assignment, licensing, taking security over IP, and using alternative ownership models. In addition, it highlights the essential provisions to include in assignments, licences and security instruments, and offers pointers on monitoring and enforcing IP so that its worth is preserved... What are the key IP rights? A business will typically hold several types of IP, some registered and others unregistered or arising automatically. The main IP rights a business is likely to own include: Trade marks (registered): A sign that differentiates one undertaking’s goods and services from another’s. This can be a brand name, design, or logo under...

Applying to register a trade mark at the UK Intellectual Property Office (IPO) This Practice Note sets out guidance on seeking registration of a trade mark at the UK Intellectual Property Office (IPO) and the steps involved. It addresses matters such as carrying out searches before filing, the three‑phase application procedure, preparing and submitting the application, application fees payable, filing dates, claiming priority, classification of goods and services, the IPO’s search and examination, eligibility of the mark or sign, absolute and relative grounds for refusal, examiner’s objections, and publication of the application. It summarises the relevant provisions of the Trade Marks Act 1994 (TMA 1994). Registration of a trade mark confers on the proprietor the exclusive right to prevent others from using that mark without permission. Anyone—individual or company—intending to use a name or brand for particular goods or services ought to apply to register that mark to obtain maximum protection. For more on infringement of registered trade marks, see Practice Note: Trade mark infringement—UK. Protection of unregistered signs...

Precedent Transfer An editable Word edition of the TR1 precedent can be obtained via the link directly on this page, downloaded, then saved or printed if and when needed. Drafting notes to precedent transfer – General: Any mention of ‘Panels’ in these drafting notes relates to the panels in HM Land Registry form TR1. TR1 is the prescribed instrument for transferring the entirety of freehold or leasehold land under the Land Registration Rules 2003. The form may likewise be used to transfer the whole of unregistered land where the disposition triggers compulsory registration, or where the transferee intends to submit a voluntary application for registration...

HM Land Registry Prescribed Clauses LR1. Date of the lease [ date ] LR2. Title Number[s] LR2.1 Landlord’s title number[s] [ title numbers from which this lease is granted. Leave blank if unregistered. ] LR2.2 Other title numbers [ existing title number[s] against which notes of matters mentioned in LR9, LR10, LR11 and LR13 are to be entered. ] LR3. Parties to this lease Landlord [ name of Landlord ] [ of OR incorporated in England and Wales, company registration number [ number ], whose registered office is at ] [ address ] Tenant [ name of Tenant ] [ of OR incorporated in England and Wales, company registration number [ number ], whose registered office is at ] [ address ] Other parties [ Guarantor [ name of Guarantor ] [ of OR incorporated in England and Wales, company registration number [ number ], whose registered office is at ] [...

This Deed is dated [ insert date ] Parties [ insert assignor name ], a company registered in [ England and Wales ] with company number [ insert company number ], whose registered office is at [ insert registered office ] (Assignor); [ insert assignee name ], a company registered in [ England and Wales ] with company number [ insert company number ], whose registered office is at [ insert registered office ] (Assignee). Background Assignor [ insert the Assignor’s status or the background the relevant transaction ] Subject to the rights and encumbrances described in Schedule 7 to this Deed, the Assignor holds the Intellectual Property Rights [ Under an agreement dated [ insert date of main agreement ] (‘the Main Agreement’), the Assignor has agreed to transfer the Intellectual Property Rights to the Assignee in line with the terms of this Deed...]