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Introduction to statutory interpretation The aim of statutory interpretation is to determine the legal meaning of a statute, that is, the sense that expresses the legislator’s intention. The clearest guide to that intention is the statutory wording itself, read in its context and with its overall purpose in mind, and its broader legislative setting. Courts should seek to fulfil the purpose of legislation by construing its language, so far as they can, in the manner that most effectively serves that purpose. Put differently, the courts’ default method is purposive, and every enactment is to be construed with that end in view. There is a starting presumption that the grammatical and ordinary sense of an enactment reflects the meaning intended by the legislator. Where an enactment reasonably bears only a single meaning, and no other interpretative tools or
This Practice Note addresses identifying a fiduciary, fiduciary duties and obligations, the no conflict rule, the no profit rule, a fiduciary's duty of confidence, and the remedies available for breach of fiduciary duty. Who is a fiduciary? There is no definitive catalogue of relationships that give rise to fiduciary obligations at common law in every situation universally. Certain relationships are inherently fiduciary, eg trustee and beneficiary, solicitor and client, principal and agent, business partner and co-partners, together with mortgagor and mortgagee. The obligations of some fiduciaries have been set out in statute; for instance, trustees owe a statutory duty of skill and care under section 1 of the Trustee Act 2000 (TrA 2000), and directors' relationships with their companies are addressed in the Companies Act 2006 too. For guidance on directors' fiduciary duties, see Practice Note: of directors for further detailed
Definition of ADR Alternative dispute resolution (ADR) is defined in the CPR Glossary as a collective label for methods of settling disputes other than through the usual trial process. Some courts adopt the term ‘negotiated dispute resolution’ (NDR) to describe resolution by alternative means; for ease, this Practice Note uses ADR. For guidance on how ADR is addressed in the various court guides, see Practice Note: ADR and NDR in the court guides. In essence, ADR is a means of resolving a dispute outside the court system. It typically involves a neutral third party who either helps the parties reach a negotiated outcome, or issues a determination of the dispute that is legally binding. A binding result can follow where the agreement to refer the dispute to ADR so provides. There are multiple forms of ADR processes. For an outline of the different types and their
In brief The British constitution is uncodified, meaning it does not spring from a single constitutional document or code. It draws on a wide range of written and unwritten sources. Alongside the principal written sources of law in England and Wales—legislation (which has also introduced international and human rights principles into our constitution) and the common law—the constitution also rests on two further unwritten bases within this system: the prerogative, and non-legal constitutional conventions. In addition, on one view the basic or prevailing principle of our constitution, Parliamentary sovereignty, is ultimately grounded in political fact rather than in law. Legislation Legislation is the foremost source of constitutional law. Acts of Parliament may set out detailed constitutional rules, or even pass authority to create them to ministers or to others. Under the doctrine of Parliamentary sovereignty, legislation is traditionally regarded as taking precedence over any other form or kind of
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STOP PRESS A refreshed UK Corporate Governance Code ( UKCG Code) was released on 22 January 2024 (the 2024 UKCG Code). It introduces modest amendments to the 2018 iteration (2018 UKCG Code). The 2024 UKCG Code takes effect for accounting periods commencing on or after 1 January 2025, save for Provision 29—covering the board’s declaration on internal controls—which applies to periods beginning on or after 1 January 2026. In parallel, the best practice guidance that accompanied the 2018 UKCG Code has been consolidated into a single digital resource supporting the 2024 UKCG Code. For more detail, see News Analysis: UK Corporate Governance Code 2024 published—what’s changed? This Resource Note distils the principal provisions of Section 1 ( Leadership and Purpose) of the UK Corporate Governance Code and signposts pertinent third-party materials, guidance, commentary and analysis, together with resources, to provide practical assistance on applying the...
Corporate governance comprises the frameworks, policies and procedures designed to steer and oversee a company. When a business embeds robust corporate governance policies, it tends to cultivate trust, transparency and accountability, and supports a fairer society by balancing the interests of all stakeholders. Sound governance is also thought to underpin strong corporate performance and help organisations nurture growth, long-term investments, financial stability and business integrity. The UKCG Code is a central pillar of the UK’s corporate governance regime. It is administered by the Financial Reporting Council ( FRC). It sits at the heart of this governance framework. Evolution of the UKCG Code Following a series of high-profile corporate scandals, the Committee on the Financial Aspects of Corporate Governance was created in May 1991 to review UK corporate governance in relation to financial reporting and accountability. The committee, chaired by Sir Adrian Cadbury, issued its final...
Composition, succession and evaluation This Resource Note sets out the key elements of Section 3 of the UK Corporate Governance Code ( UKCG Code), covering ‘ Composition, succession and evaluation’, and signposts pertinent external materials, guidance, commentary and analysis, alongside our own tools, to provide practical direction on applying it in practice......
STOP PRESS: A revised UK Corporate Governance Code ( UKCG Code) was released on 22 January 2024 (2024 UKCG Code). It introduces only limited amendments to the current UKCG Code, first issued in 2018 (2018 UKCG Code). The 2024 UKCG Code applies to accounting periods commencing on or after 1 January 2025, save for Provision 29, which requires a board declaration on internal controls and applies to accounting periods beginning on or after 1 January 2026. In addition, the best practice guidance supporting the 2018 UKCG Code has been consolidated into a single digital source to sit alongside the 2024 UKCG Code. For further detail, see News Analysis: UK Corporate Governance Code 2024 published—what’s changed? This Resource Note examines those parts of the Introduction to the UK Corporate Governance Code ( UKCG Code) that relate to reporting on, and applying, the UKCG Code. It...
This archived Practice Note looked at the impact of Brexit on the UK corporate governance regime. No updates have been made since May 2022. At 11pm ( GMT) on 31 January 2020 (exit day), the United Kingdom departed the European Union pursuant to a ratified Withdrawal Agreement concluded between the UK and the EU. From that point, the EU regarded the UK as a ‘third country’, ie a state that is neither an EU Member State nor a member of the European Free Trade Association ( EFTA) at all. Under the Withdrawal Agreement, for a transition period (called the implementation period in the UK) after exit day, the UK was bound by existing and new EU laws and remained still subject to the jurisdiction of the Court of Justice of the European Union. However, it no longer belonged to the EU’s political...
This archived Practice Note outlined the principal developments anticipated to influence the corporate governance regime in 2016. It has not been revised since 2016. For legal developments from January 2018 onwards, see Practice Note: Corporate governance: horizon scanning—2018 and beyond. In its 2015 annual report on corporate governance and stewardship, the Financial Reporting Council ( FRC) indicated it did not plan any significant changes to the UK Corporate Governance Code ( UKCG Code) before 2019, aside from limited amendments to implement European audit legislation. The FRC instead prioritised strengthening corporate culture and updating its ‘ Guidance on Board Effectiveness’. However, following the government’s Green Paper on Corporate Governance Reform published in November 2016, changes to the UKCG Code were likely during 2017. Please send suggestions for topics to monitor to Knowhow Lawyers...
Companies operating in the UK may be required to report on environmental matters in accordance with: The Companies Act 2006 ( CA 2006), notably within directors’ and strategic reports that cover environmental issues, greenhouse gases, energy and carbon, together with non-financial reporting statements. CA 2006 obligations have broadened as successive regulations have been introduced in this area, all of which are set out below. For more information, see: The directors’ report ( CA 2006)—mandatory greenhouse gas reporting and energy and carbon reporting The strategic report ( CA 2006)—duty to report on environmental matters Mandatory Section 172 statement Task Force on Climate-related Financial Disclosure ( TCFD) implementation in the UK, which differs by entity type. For more...
A demerger is the division of a company’s business into two or more segments, usually continued by successor entities that remain under the original ownership. Typical commercial reasons include: splitting a business ahead of a sale or other deal bringing in different shareholders (or option holders) to one venture but not another separating activities with differing risk, regulatory or commercial profiles resolving a shareholder dispute releasing value from an underlying business carving out a non-core activity as the group matures, or using a demerger as an alternative to a sale There may also be tax advantages, for example: investment businesses can be split from trading businesses so trading businesses can qualify for: business asset disposal relief (formerly entrepreneurs' relief) the...
The sale of a company's business can be structured as either: a disposal of the business assets held by the current owner, including goodwill (an asset sale); or a sale of shares where the business is operated through a company (a share sale) The decision between an asset sale and a share sale is driven by tax and non-tax factors. See Practice Note: Share sale or asset sale—tax considerations for a summary of the differing tax advantages and disadvantages associated with each route. This Practice Note sets out the principal tax points for the sale of assets by a corporate seller to a corporate buyer, where both are within the charge to UK corporation tax. Where a business is transferred, the asset purchase agreement typically includes specific contractual terms to ensure, so far as practicable, that the transaction is treated as a...
ARCHIVED: This Practice Note is archived, not maintained, and provided solely for background reference. It addresses the ‘flexible furloughing’ version of the Coronavirus Job Retention Scheme ( CJRS) that operated from 1 July to 31 October 2020. The content reflects the position under the revised CJRS during that timeframe. For more detail on: the extended CJRS running between 1 May and 30 September 2021, see Practice Note: Coronavirus Job Retention Scheme (extended version 1 May to 30 September 2021) [ Archived] the extended CJRS in force from 1 November 2020 to 30 April 2021, see Practice Note: Coronavirus Job Retention Scheme (extended version 1 November 2020 to 30 April 2021) [ Archived] the original CJRS applying from 1 March to 30 June 2020, see Practice Note: Coronavirus Job Retention Scheme (original version to 30 June 2020) [ Archived] For a template letter documenting flexible furlough...
This glossary offers concise summaries and definitions for common terminology used in Types of UK company and Other forms of business vehicle subtopics. A Word or phrase Definition Articles of association — Often shortened to the articles, this is a company’s principal constitutional document (alongside the memorandum of association), governing management and administration, including directors’ powers, the issue and transfer of shares, and board and member meetings. The Articles are the core contract between the company and its shareholders, and must be open to public inspection at Companies House. Every company must adopt articles on incorporation; many rely on the Model Articles under the Companies ( Model Articles) Regulations 2008 ( SI 2008/3229) (for example, see Precedent: Model articles—private limited company). See Practice Note: A company’s constitution. C Word or phrase Definition Charitable company — A charitable company is not a distinct legal...
This Practice Note functions as a guide, with links to company secretarial resources on Lexis+® UK, supporting in-house lawyers, company secretaries and company directors in pinpointing the most suitable guidance or precedent. Lexis+® UK holds a substantial collection of materials relevant to the diverse range of company secretarial tasks. Most content sits within the Corporate practice area, and is also available via the In-house Advisor practice area under the collated topic of ‘’. General—current hot topics The following are some of the topical items which company secretarial users may need to consult on a regular basis: Corporate horizon scanning—2025 and beyond Case tracker—2025— Corporate Corporate—new starter guide The Economic Crime and Corporate Transparency Act 2023—tracker Reform of the UK listing regime—fundamentals Brexit legislation tracker Company incorporation and constitution This subtopic helps users find material on establishing a company (or adapting a shelf...
This brief ‘how to’ outlines the steps for altering a company’s name. For detailed, practical coverage of the legislation, case law and procedure on changing a company’s name, see: Practice Note: Company names and business names Practice Note: Changing a company's name Flowchart: Changing a company's name—flowchart Check permissibility of name Before taking any formal steps to change a company’s name, confirm it is allowable under the relevant legislation and note the restrictions on company names, including: The company’s name must conclude with the correct words or abbreviations (ie plc or public limited company, or ltd or limited, or the Welsh equivalents) The name must not be ‘the same as’ or ‘too like’ that of another company already on the register The name must not be offensive, constitute a criminal offence, or be intended to facilitate fraud The name...
ARCHIVED: This Practice Note is archived and not being maintained. Brexit affects several elements of the PSC regime; for more detail, see Practice Note: PSC register—the people with significant control regime. The Small Business, Enterprise and Employment Act 2015 ( SBEEA 2015)—a summary Receiving Royal Assent on 26 March 2015, SBEEA 2015 is a far‑reaching Act covering a range of matters, including childcare, education, employment, access to finance, and company law. This Practice Note guides corporate lawyers through those parts of SBEEA 2015 that impact companies and amend the Companies Act 2006 ( CA 2006). The company law changes in SBEEA 2015 fall into two broad groups: measures intended to enhance transparency and trust in UK companies; and measures aimed at cutting red tape, including simplifying a number of company filing obligations. Towards the end of this Practice Note there are tables setting out the timing and...
ABI Refer to the Association of British Insurers. Accounts meeting The specific general meeting at which a company lays, or proposes to lay, its annual accounts and reports under CA 2006, s 437—most commonly the AGM. Public companies must dispatch copies of their annual accounts and reports no later than 21 days before the date of the relevant accounts meeting ( CA 2006, s 424). For more information, see Practice Note: Publication and laying of annual accounts and reports. Accounting reference period ( ARP) Typically a twelve‑month period over which a company prepares its accounts. If the company’s accounting period does not match its period of account, or if it extends across more than one financial year, profits must be apportioned (see accounting reference date ( ARD) below and Practice Note: Basic principles of corporation...
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:...
This glossary provides brief explanations and definitions of widely used terms in the context of forming a company... Alternative record-keeping Provisions in Part 8 of the Companies Act 2006, added by Schedule 5 to the Small Business, Enterprise and Employment Act 2015, permit private companies and LLPs to hold specified information on the central register maintained by the Registrar of Companies rather than on their own registers. The Economic Crime and Corporate Transparency Act 2023 is changing information and record-keeping obligations, so some registers will be abolished and the option to keep certain details on the central register will be removed. For more, see Practice Note: Alternative record-keeping—electing to maintain information on the central register and Implementation of the Economic Crime and Corporate Transparency Act 2023... Articles of association Commonly shortened to the articles. This is the key constitutional document of a company (see also...
The depth of enquiries into a limited company in the United Kingdom will vary depending on whether it is private or public and, if public, whether its securities are traded on an exchange or an alternative trading platform. Listed companies are typically obliged by exchange rules to disclose a broader range of information than private or unlisted public entities. Information sources for all companies and individuals Companies House Companies House is the obvious first port of call when reviewing a UK company. Its free search provides extensive filings covering a company’s constitution, registered office and incorporation date, current and former officers, people with significant control ( PSCs), mortgage charge data, previous names, accounts and insolvency details. Search the register Advanced company search Dissolved company search (for details on a company dissolved more than ten years ago) To order certificates and certified copies see here, and for further detail see...
A Word or phrase Definition Accounting reference period ( ARP) Typically, a 12‑month period within which a company prepares its accounts. If the company’s accounting period does not align with its period of account, or if that period covers more than one financial year, profits must be apportioned accordingly (see accounting reference date ( ARD) and Practice Note: Basic principles of corporation tax—overview). Accounting reference date ( ARD) The accounting reference period ( ARP) of a company is set by its accounting reference date, which marks the period’s end. Ordinarily, the ARD is the final day of the month containing the anniversary of the company’s incorporation ( CA 2006, s 391). For more detail, see Practice Note: A company's financial year. Accounts meeting The specific general meeting of the company at which its annual accounts and reports are, or are to...
In accordance with Part 15 of the Companies Act 2006 ( CA 2006) Under Part 15 of the Companies Act 2006 ( CA 2006), every company must prepare accounts; however, the precise statutory obligations for those accounts differ with the company’s status and size for the particular financial year. To determine these obligations, several overlapping classifications are employed for statutory purposes. These categories do overlap to some extent. A company can be quoted or unquoted; if unquoted, it may fall within the micro-entity, small, or medium-sized company categories. Where the micro-entities or small companies regimes apply, the accounting requirements are markedly lighter than those otherwise imposed (ie, those applicable to a larger unquoted company). By contrast, the reliefs available under the medium-sized companies regime are at present very limited indeed. Eligibility for the micro, small or medium-sized company regimes does not compel use;...
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When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...
This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...
Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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