Legal Practice Notes

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...

Term Meaning Accounting reference date On incorporation, a company is typically assigned an accounting reference date, being the final day of the month that contains the anniversary of its incorporation. Directors can alter this by submitting the relevant form to the Registrar of Companies. It denotes the end of the annual accounting period and is also called the balance sheet date. Accounts payable Sums a business or individual owes to others for goods or services already received. Accounts receivable Sums due to a business or individual from others for goods or services supplied. Accrual In company accounts, recognition of income earned or costs incurred during a reporting period, even though the cash has not yet been received or paid. Adjusted earnings Where reported earnings are affected, positively or negatively, by exceptional one-off events in the year,...

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...

Company distributions and dividend payments are governed by, and fall under, Part 23 of the Companies Act 2006 ( CA 2006). For an in-depth review of the law on distributions and dividends, refer to the Practice Notes: Distributions and Dividends—the legal framework. What is a distribution? For the purposes of CA 2006, Part 23 (sections 829–853), the term “distribution” is construed very broadly indeed. It covers any form of transfer of a company’s assets to its shareholders, in cash or otherwise, save for: the issue of bonus shares (fully or partly paid), and certain: reductions of share capital redemptions of shares buybacks of shares, and distributions of assets to members on the winding up of a company ...

Registration may materially and directly influence the ranking priority of competing security interests...

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;...

Company accounts for restructuring & insolvency lawyers This Practice Note provides a concise guide to company Accounts for lawyers working in restructuring and insolvency. It focuses on limited liability companies, with occasional references to the position for listed companies. The requirements for limited liability partnerships are, in broad terms, aligned with those for private limited companies. The expressions ‘accounts’ and ‘financial statements’ are used interchangeably; this note adopts the label ‘ Accounts’. Financial reporting obligations and standards in the UK—general requirements Basic requirements under the Companies Act 2006 All incorporated entities in the UK must, under the Companies Act 2006 ( CA 2006), keep accounting records and prepare and file annual Accounts with the Registrar of Companies. Once filed, Accounts become publicly available (usually about two weeks after submission) either on application to the Registrar or directly via the Companies House website. Private...

Practice Note This Practice Note outlines what a complete set of company financial statements should contain for entities reporting under FRS 102 ( UK GAAP) or International Financial Reporting Standards ( IFRS). It concentrates on the key financial content required in the accounts (the ‘primary statements’), and, save for incidental mentions, does not deal in depth with the accompanying notes. It also considers the various reserves a company may show on its balance sheet, together with a high-level explanation of their permitted purposes. The fundamental principle guiding the preparation of financial statements is that they must present a true and fair view of the company’s income and expenditure, financial position, and cash flows for the relevant reporting period. This does not require precision to the last penny, but it does require that the figures are materially correct. In broad terms, an item is...

Section 386(1) of the Companies Act 2006 ( CA 2006) obliges every company to keep ‘adequate accounting records’. These records must contain sufficient detail to show and explain the company’s transactions, make it possible to disclose with reasonable accuracy the company’s financial position at any time, and enable the directors to ensure that any required accounts comply with relevant company law. What are accounting records? Accounting records comprise the company’s own financial dealings, as well as transactions with third parties, and serve as the basis for preparing the company’s annual statements of account, namely its annual reports and accounts (annual accounts). Consequently, a company’s accounting records will usually consist of a larger set of documents, and more detailed information, than its annual accounts. CA 2006 does not give a specific definition—as records differ by company according to the nature of their...

Direct tax treatment of UK companies investing in UK land While purchasers may have grounds to hold commercial and, at times, residential property through an offshore structure, the UK limited company is still the predominant vehicle for investing in UK real estate. An important exception is privately used dwellings, for which a UK company is generally not a tax-efficient holder. This is a consequence of the April 2013 introduction of the annual tax on enveloped dwellings ( ATED) and associated measures, alongside the Single higher rate of SDLT for high-value residential transactions. ATED now extends to dwellings valued above £500,000, subject to a number of reliefs. For more information, see the Practice Notes: ATED—the basics and Single higher rate of SDLT for high-value residential property transactions. This Practice Note sets out the direct tax (that is, corporation tax) position of a...

ARCHIVED : This archived Practice Note set out the Companies Act 2006 ( CA 2006) provisions concerning the removal or resignation of an auditor for 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 relating to auditors, including rules addressing an auditor’s removal or resignation. These changes apply to financial years commencing on or after 1 October 2015. For information on the statutory provisions for financial years beginning on or after 1 October 2015, see Practice Note: Removal or resignation of an auditor. Alongside the statutory framework, additional requirements on the removal and resignation of an auditor may apply to a listed company, an AIM company, or a company with securities listed on one of the Aquis Stock Exchange (formerly NEX Exchange) markets; however, these are beyond the...

Relevant articles The Corporate Rescue and Insolvency and the Journal of International Banking and Finance Law contain a wide selection of helpful articles on Part 26A restructuring plans for restructuring & insolvency lawyers practising in this area, and links to them are provided directly on this page. These items are accessible exclusively to Lexis®Library subscribers only. Date Article Brief description of the article as follows 1 April 2026: Proxy meetings, the gifting principle, and the limits of the rationality test: Re Argo Blockchain plc: (2026) 2 CRI 53. Jordan Cooper, senior associate at Taylor Wessing, offers essential reflections on the High Court’s approval of Argo Blockchain plc’s restructuring plan under Part 26A of the Companies Act 2006. Argo, an English-incorporated holding company undertaking large-scale Bitcoin and wider cryptocurrency mining, was, when the plan proceeded, dual-listed on the London Stock Exchange ( LSE) and the NASDAQ Stock...

This Practice Note outlines members’ entitlements concerning general meetings (including annual general meetings ( AGMs)). It explains members’ rights to: call a general meeting require the company to circulate a statement about business to be considered at a general meeting propose resolutions or other business for the AGM of a public or traded company ask questions at meetings and nominate someone to receive specified information (traded companies only) require audit information to be posted on a website before an accounts meeting, and to require the directors to arrange an independent report on any poll vote taken (quoted companies only) Other members’ rights are addressed too, including the right to be elected chair, and the position of indirect investors. Right to request (or call) a general meeting In most cases, the directors will call a general meeting. However, members also hold the power to...

The recast Markets in Financial Instruments Directive 2014/65/ EU ( Mi FID II) brought in limits on commodity derivatives positions, controls for position management and a reporting framework, all intended to deter market abuse and to promote orderly pricing and settlement by raising transparency and oversight across financial markets. The regime took effect on 3 January 2018. This Practice Note explains the UK measures that implemented Mi FID II, together with the changes being introduced to the UK’s post‑ Brexit commodity derivatives regulatory framework. For details on the reforms of the taking effect on 6 July 2026 and 1 January 2027, see Reform of the below. UK’s implementation of commodity derivatives framework In March 2015, HM Treasury ( HMT) issued a consultation on transposing Mi FID II. The consultation closed on 18 June 2015, and in February 2017 HMT published its...

The common law trust has long played a role across a range of commercial structures; yet its deployment is subtle and tailored to the circumstances of each arrangement. Although the equitable foundations of classic trusts remain pertinent, courts increasingly accept that the intricate rules devised for traditional trusts cannot simply be transplanted into commercial trusts. A trust possesses distinctive qualities that differentiate it from other legal relationships—such as contract, agency and bailment. This Practice Note highlights several established and potential applications of a trust that is deliberately constituted to achieve a commercial objective. Trusts arising by operation of law regardless of the parties’ intentions, or emerging from litigation, fall outside the scope of this Practice Note... What is a trust? See Practice Notes: An introduction to trusts for commercial lawyers and Nature and classification of trusts—the nature and...

Introduction This Introductory Guide forms part of the Lexis+® UK series of Property Introductory Guides. The series is intended to equip apprentices, paralegals and others with an appreciation of the transactions typically handled by a property lawyer, together with the legal framework in which those transactions are undertaken. This Guide focuses on Commercial Property. Other titles in the series include: Introductory Guide to Land Law Introductory Guide to Property Development Introductory Guide to Property Finance Introductory Guide to Property Taxes Introductory Guide to Residential Property Each Guide is accompanied by a Glossary of Property Terms. This offers definitions and, where appropriate, explanations of many of the words and phrases that make up the everyday terminology used by property practitioners. Terms shown in bold in this Guide are defined in the...

This Practice Note considers the indirect tax issues which can arise on the development of land It explores indirect tax implications arising during land development. Many of these occur whether the site is for housing or other uses; however, residential projects attract certain tailored tax provisions. Direct tax matters for commercial property schemes are addressed in Practice Note: Development of commercial property—direct tax considerations, while the tax position for residential land is covered in Practice Notes: Development of residential property—direct tax considerations and Development of residential property—indirect tax issues. A comparison of the tax considerations for commercial and residential projects appears in Commercial development v residential development (tax issues)—checklist. The indirect tax points discussed here provide only an introductory overview of those likely to arise on a typical project. Every scheme has its own nuances, from straightforward housing conversions to major shopping centre builds. Further detail on these...

This introductory guide to Commercial law ( Commercial) is designed for trainee solicitors and anyone entering Commercial as a practice area. It highlights the principal issues that arise when advising on Commercial matters and signposts other Lexis+® UK sources and materials offering fuller coverage of the topics touched on. Newcomers to Commercial will also benefit from the Overviews within each subtopic. These Overviews summarise the law on a particular right or issue and link to relevant content within the subtopic to aid navigation. For instance, see: Outsourcing agreements—overview and Varying a contract—overview. If a point falls outside this basic guide, use the Topics tab or Topics dropdown menu to explore further practice area material. What do Commercial lawyers do? Commercial lawyers represent businesses and organisations, giving continuing guidance on their trading and operational needs. They support boards and senior management teams within...

ARCHIVED: This Practice Note has been archived and is not maintained. This year’s annual round-up surveys notable developments from 2017 and looks ahead to what 2018 may bring. It spotlights the cases of Wood v Capita Insurance Services Limited [2017] UKSC 24 and Ilkerler Otomotiv Sanayai Ve Ticaret Anonim Sirketi v Perkins Engines Company Ltd [2017] EWCA Civ 183, among others. It also includes updates to Lexis Nexis® content, sharing highlights from the past year and what is scheduled over the next 12 months. Reviewing 2017 Contract law What happened in Wood v Capita Insurance Services Limited? In Wood v Capita Insurance Services Limited [2017] UKSC 24, the Supreme Court determined that the buyer, having acquired a company from the respondent, could not reclaim the compensation later paid to the company’s customers affected by mis-selling before the takeover. On a proper construction, the indemnity in the purchase...