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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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Practice Note This Practice Note provides an overview of the legal position on convening general meetings for both private companies limited by shares and public companies limited by shares. It equally applies to companies with equity shares listed on the Main Market of the London Stock Exchange and to companies with equity shares admitted to AIM. Members of the company may call and hold a general meeting at any time, at any point in the year and as often as required, so that members can pass resolutions to implement particular changes or to approve specified actions. The Companies Act 2006 ( CA 2006) prescribes the detailed rules for convening and conducting general meetings. Companies must also observe any provisions in their articles of association concerning the calling of general meetings, in addition to the CA 2006......
Contractual set-off Set-off gives Party A, to whom Party B owes money, the means to secure payment by netting the sum due against Party A’s separate liability to Party B arising from another dealing. Where a creditor and debtor have mutual transactions, the creditor may deduct from the debt owed to them any amount they themselves owe to the debtor. See Practice Note: What is set-off and when is it available? Contractual set-off is one of the five principal types identified in Practice Note: Types of set-off. It arises where the parties have created a right of set-off by an express contractual term. Parties use it to widen or restrict the set-off rights available at general law; however, it cannot change the scope or operation of insolvency set-off, which applies mandatorily despite any contractual arrangement between the parties—see Practice Note: Types of set-off—...
New starters share purchase transactions collection ( EHS issues)—contract stage During the initial or due diligence stage, the share purchase agreement ( SPA) is ordinarily produced and then completed within that same stage itself, in practice. The purchaser’s solicitors usually draft the initial working version of the SPA and then send it to the seller’s solicitors for a mark-up. Negotiations can continue all the way through to the date on which the SPA is ultimately signed. The seller’s solicitors will prepare the......
Types of land contamination liabilities There are several liability types linked to contaminated land, summarised as follows: Regulatory action: planning regime; contaminated land regime; environmental damage regulations; water pollution legislation; environmental permitting regime Third party liabilities: private nuisance claims for off-site migration; public nuisance claims; personal injury claims; claims relating to negligent advice; misrepresentation; insurance disputes Contractual liabilities: indemnities in sale contracts; indemnities in corporate and sale and purchase agreements; remediation agreements Other liabilities: landlord and tenant obligations; clean-up, investigation and monitoring costs; loss of property value; delay or aborted transactions; accounting provisions; negative publicity Planning regime In most cases, contamination is addressed voluntarily when land is developed or redeveloped via the planning system. The National Planning Policy Framework sets the planning policy for managing contamination risks. Question Who is liable? Answer The developer is responsible for making sure a development is safe and that the site is...
For review periods ending on or before 29 June 2016, companies and LLPs were obliged to file an annual return at Companies House, meeting the statutory content rules set out in Part 24 of the Companies Act 2006 ( CA 2006), as updated by the Companies Act 2006 ( Annual Return and Service Addresses Regulations) 2008, SI 2008/3000, and the Companies Act 2006 ( Annual Returns) Regulations 2011, SI 2011/1487. For background on that former regime, see Practice Note: A company's annual return (for companies with a made up date on or before 29 June 2016) [ Archived]. Replacement of the annual return with confirmation statement Section 92 of the Small Business, Enterprise and Employment Act 2015 ( SBEEA 2015) amended CA 2006, Pt 24 so that, from 30 June 2016, the obligation to file an annual return was abolished and replaced by a duty to...
This glossary sets out numerous expressions regularly encountered in the restructuring & insolvency sphere. Words shown in bold within definitions are themselves explained in other entries in this glossary as well. A Article X The MLIJ contains a single provision named Article X, aimed at jurisdictions that have already implemented the MLCBI, like England, or are weighing its adoption. Article X states: ‘ Not withstanding any prior interpretation to the contrary, the relief available under [insert a cross-reference to the legislation of this State enacting Article 21 of the UNCITRAL Model Law on Cross- Border Insolvency] includes recognition and enforcement of a judgment’ (see Practice Note: UNCITRAL model law on recognition and enforcement of insolvency-related judgments ( MLIJ): Article X). Asset-backed security ( ABS) A form of security anchored by asset pools, for example loans, leases, and credit card...
People with significant control ( PSC) regime The people with significant control ( PSC) regime came into force on 6 April 2016. Its framework is contained in Part 21A of the Companies Act 2006 ( CA 2006), as amended by the Small Business, Enterprise and Employment Act 2015 (ss 81–83, Sch 3). The regime tackles the opacity of corporate ownership, where historically only the legal holder of shares—and not always the beneficial owner—was recorded. Through the PSC register, companies and certain other entities must provide clearer, more up-to-date details of who ultimately owns or controls them. This information is publicly accessible on the central register at Companies House. It supports investors when assessing a potential investment and assists law enforcement agencies with money laundering investigations. For companies, the primary legislation is supplemented by The Register of People with Significant Control Regulations 2016, SI 2016/339 (the PSC...
Preliminary considerations At the very start of an offer process, a bidder or would‑be bidder must carefully assess how competition law may affect the timetable and the way the offer is run. Preliminary issues will include, among others: identifying the relevant competition authority with jurisdiction settling the merger control conditions to include; these will be set or guided by the applicable merger control rules and obligations under the Takeover Code ( Code), though approach and strategy can also influence them deciding the scope and standard of information that the bidder can reasonably expect from the target, and how far it will assist with the regulatory process; this will often turn on whether the bid is recommended or hostile and the chance of a rival bidder appearing Which competition authority has jurisdiction? Despite the close of the Brexit transition on 31 December 2020 ( IP completion day), the EU merger control system...
The table below sets out a comparison of the features and benefits of a scheme of arrangement (see: Schemes of arrangement—overview) against two alternative procedures in England and Wales, the company voluntary arrangement ( CVA) (see: Company voluntary arrangements—overview) and administration (see: Administration—overview). Although schemes and CVAs are genuine substitutes, and cannot be pursued together, administration is a separate insolvency process that can be combined with either a scheme or a CVA (see Re Petropavlovsk plc (in administration), where schemes were used to exit the administrations). Control of process Scheme of arrangement: A scheme is not a formal insolvency process, and making a court application in connection with a scheme does not disturb the company’s management. CVA: A CVA proceeds under the oversight of the nominee/supervisor, who must be an insolvency practitioner; nevertheless, the directors remain in charge of the...
This Practice Note contains a glossary of some of the most common terms and phrases used in the context of the re-registration of a company A Word or phrase Definition AIM – A securities market run by London Stock Exchange plc, with less onerous entry standards and ongoing obligations than the main regulated markets. Formerly titled the Alternative Investment Market, now simply AIM. AIM company – A company that has a class of its shares traded on AIM. Application to re-register—private to public – The application is made on Companies House form RR01. Application to re-register—private to unlimited – The application is made on Companies House form RR05. Application to re-register—public to private – The application is made on Companies House form RR02. Application to re-register—public to unlimited – The application is made on Companies House form RR07. ...
This Practice Note sets out and explains the legal provisions in the Companies Act 2006 ( CA 2006), together with other legislation, concerning an auditor’s responsibilities and rights. Additional requirements may govern a company’s audit obligations for a listed company, an AIM company, or a company whose securities are admitted to the AQSE Main Market, AQSE Growth Market or AQSE Trading (previously NEX Exchange Main Board, NEX Exchange Growth Market and NEX Exchange Secondary Market); however, those matters fall beyond the scope of this Practice Note and are not addressed here. An auditor’s duties Duties in relation to preparation of an auditor's report A company’s appointed auditor is engaged to report (the auditor’s report) formally on the company’s annual accounts. That report on the annual accounts must also address information presented in the company’s directors’ report, any strategic report prepared, the auditable portion of the...
Under the Companies Act 2006 ( CA 2006), companies must submit a range of filings to the Registrar of Companies at Companies House. Great care should be taken when preparing these submissions to ensure they are prompt, complete and precise, and that they meet the applicable statutory obligations. Submissions must be timely, complete and accurate, and comply with all relevant statutory requirements. Careful preparation supports legal compliance and proper entry of corporate information on the public Register at Companies House in due course. The role and powers of the Registrar of Companies The Registrar keeps the Register of Companies for England and Wales, which is a public record. On incorporation, and throughout a company’s existence, particulars about its directors, people with significant control ( PSCs), registered office address and other essential information about its framework and constitution must be filed at Companies House so it can be...
Members of an LLP are required to file its accounts and reports with Companies House for every financial year, unless the LLP qualifies for the dormant subsidiaries exemption in section 448A of the Companies Act 2006 ( CA 2006). The availability of this dormant subsidiaries exemption for LLPs is the same as for companies and is set out in Practice Note: Dormant companies—accounts and audit— Dormant company exemption from the requirement to file accounts. According to the LLP’s status in the financial year concerned, the form and contents of the accounts and reports submitted will vary. For an overview of the statutory regime for LLP annual accounts and reports, see Practice Note: LLP Accounts and reports—an outline of the statutory framework. Period for filing accounts LLPs must submit their accounts and reports to Companies House within nine months after the end of the relevant...
This brief guide explains the steps available to remove or amend a filing at Companies House, how to put statutory books right, and how to flag suspicious activity relating to a company’s filings. Part 35 of the Companies Act 2006 ( CA 2006) sets out several mechanisms enabling a company to correct or eliminate a filing at Companies House. With suitable adjustments, those mechanisms also apply to LLPs under the Limited Liability Partnerships ( Application of Companies Act 2006) Regulations 2009, SI 2009/1804. The LLP equivalents of the relevant forms are on the Companies House website and use the same identifiers as the company versions but with the prefix ‘ LL’, for example LL RP04. Economic Crime and Corporate Transparency Act 2023—promoting the integrity of the register The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) introduces a range of new measures focused on...
Company directors are obliged to submit the company’s accounts and reports for every financial year to Companies House, save for specified exemptions applying to some unlimited companies (see: Unlimited Companies) and also to dormant subsidiaries (see Practice Note: Dormant companies—accounts and audit— Dormant company exemption from the requirement to file accounts). Depending on the company’s status in the financial year, the format and substance of the accounts and reports lodged can differ, with specific requirements determining what is prepared and ultimately submitted. For a high-level summary of the Companies Act 2006 ( CA 2006) rules governing annual company accounts and reports, consult Practice Note: Accounts and reports—an outline of the statutory framework. From 1 April 2027, Companies House will bring in major changes to how company accounts are filed. These measures, aligned with the aims of the Economic Crime and Corporate Transparency Act 2023, aim to enhance...
This Practice Note outlines the conditions and process for an unlimited company to be re-registered as a private limited company, in line with Part 7 of the Companies Act 2006 ( CA 2006). It covers re-registration from unlimited to private limited status and what this entails. Why re-register as a limited company? Members of an unlimited company do not enjoy one of the headline advantages of incorporation—limited liability. Although some choose the unlimited form, chiefly to preserve confidentiality and to retain greater freedom over capital maintenance (see Practice Note: Unlimited companies), its use is relatively uncommon because members are exposed to unlimited liability. Keeping financial information private Flexibility in the maintenance of capital Accordingly, an unlimited company may decide to re-register as a limited company to secure limited liability protection for its members. Before doing so, the directors should reflect carefully on the...
The Companies Act 2006 ( CA 2006) Royal Assent for the Companies Act 2006 ( CA 2006) was granted on 8 November 2006. The legislation first appeared as the Company Law Reform Bill, later reintroduced as the Company Law Bill. It emerged from roughly ten years of consideration of company law reform, during which numerous consultations took place and there was substantial debate. For more detail on the background to CA 2006, see Practice Note: Companies Act 2006—history and approach to implementation. The provisions of CA 2006 came into effect gradually over a three-year period, with several staged commencement dates from, and including, 8 November 2006 up to 1 October 2009......
From 30 June 2016, all UK companies and LLPs must submit a confirmation statement rather than an annual return. An annual return was only required where the entity’s made-up date fell on or before 29 June 2016. For details on the confirmation statement, see Practice Note: A company's confirmation statement. A company is under an obligation to lodge an annual return at Companies House that meets the prescribed statutory content requirements set out in Part 24 of the Companies Act 2006 ( CA 2006), as subsequently modified by the Companies Act 2006 ( Annual Return and Service Addresses Regulations) 2008 and the Companies Act 2006 ( Annual Returns) Regulations 2011 ( CA 2006 ( AR) Regs) (together, referred to as the Regulations). The amendments to Part 24 of the CA 2006 brought about by the CA 2006 ( AR) Regs resulted, for a...
ARCHIVED : This archived Practice Note outlined the statutory provisions of the Companies Act 2006 ( CA 2006) that applied in the event of a company failing to re-appoint an auditor in relation to financial years starting before 1 October 2015. Section 18 and Schedule 5 of the Deregulation Act 2015, which took effect on 1 October 2015, introduced several changes concerning auditors, including provisions addressing a company’s failure to re-appoint an auditor. Those provisions apply to financial years commencing on or after 1 October 2015; accordingly, this summary concerns the position before that date. For details of the statutory regime for financial years beginning on or after 1 October 2015, see Practice Note: Failure to re-appoint an auditor. There may be additional rules on the removal and resignation of an auditor that apply to a listed company, an AIM company or a company with...
This Practice Note This Practice Note explains how information set out in a document, or a statement given by or on behalf of a person, can be relied upon where authenticity must be verified in a commercial setting. It outlines the principal ways to validate information and documents, indicates when statutory declarations, oaths, affirmations and affidavits are appropriate, how to check they have been properly prepared, and offers guidance for practitioners when employing these validation methods. It sets out the requirements for: Statutory declarations Oaths Affirmations Affidavits Formalities for administering statutory declarations, oaths, affirmations and affidavits Statutory declarations and affidavits out of jurisdiction For information on notaries, their purpose, steps required to notarise a document and the meaning of legalisation, see Practice Note: Notaries and notarisation. For guidance on certified copies, including what a certified copy is, when a...
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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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