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Stop press: The Data (Use and Access) Act 2025 (Commencement No 6 and Transitional and Saving Provisions) Regulations 2026, SI 2026/82 now activate the outstanding parts of the Data (Use and Access) Act 2025 (DUAA 2025). Measures covering subject access requests, legitimate interests, purpose limitation, automated decision-making, cross-border transfers and enforcement take effect from 5 February 2026, while those on penalty notices and complaints apply from 19 June 2026. For further detail, refer to Practice Note: Data (Use and Access) Act 2025—employment implications. This Precedent will shortly be revised to reflect these developments. [to be printed on employer letterhead] [ Name of Employee ][ Address ][ Date ] Dear [ insert employee's name ] Secondment to [ insert name of host company ] Following our recent conversations, I am writing to confirm the arrangements we have agreed for your secondment to [ insert name of host company ] (the
[ Insert name and address of client ] [ insert date ] Dear [ insert name of contact at the client ] Explaining the disclosure process and your obligations Thank you for instructing us in relation to [ insert matter name / details ]. [ This letter accompanies our retainer OR Our retainer will follow under separate cover ]. It [ has been confirmed OR is likely OR is possible ] that your dispute with [ describe other parties ] will be determined in the Business and Property Courts [ if it proceeds to formal litigation ]. This letter explains what disclosure under the Disclosure Scheme ( DS ) in the Business and Property Courts involves, and what you must know about the procedure. The DS seeks a fundamental cultural shift in the approach to disclosure in civil litigation. So, even if you have handled
This Agreement is entered into on [ insert date ] between: 1 [ insert name of manufacturer ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (Manufacturer); and 2 [ insert name of customer ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (Customer). Each of the Manufacturer and the Customer is a party and, together, the Manufacturer and the Customer constitute the parties... Background: (A) The Manufacturer manufactures [ insert ]... (B) The Customer Group manages the distribution and sale of [ insert ]... (C) The Manufacturer intends to manufacture and sell the Product to the
This Deed is dated on [ insert day and month ] 20[ insert year ] Parties [ Insert name of Chargor ], being a company incorporated in England and Wales, bearing registered number [ insert company number ], and whose registered office is situate at [ insert address ] (the Chargor); and [ Insert name of Lender ] of [ insert address ] (the Lender). Recitals The Lender makes facilities available to the Chargor under various financing arrangements. It is a condition of the Lender making the facilities available to the Chargor that the Chargor enter into this Deed in favour of the Lender. ...
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Add the following new clauses 11.4 to 11.8: Subject to clause 11.5, after Completion and notwithstanding this Agreement or the Articles, [ insert names of original investor/s ] ( Syndicator) may transfer to any Syndicatee any Investor Shares [ and/or any Loan Notes ]. All other Parties consent and shall, so far as able, use their Company rights (as Shareholder and/or director) to give effect. Syndication proceeds only if: the Syndicator consults in good faith with the Board on the Syndicatee, where practicable (no veto); and the Syndicatee is a [ venture capital OR institutional investor ] [ who is a full member of either the British Private Equity & Venture Capital Association or of the European Private Equity & Venture Capital Association ]. ...
Add new definitions to Article 2.1: Allotment Notice – Article 9.1; Allotment Shares – Article 9.1.1; Issue Price – Article 9.1.2; Proposed Allottee – Article 9.1.3. Add new Article 9 and renumber document accordingly: Unless prior Investor Consent or a section 283 special resolution provides otherwise, before any share allotment the Company must send an Allotment Notice to each Investor stating: one class and number of Allotment Shares; the Issue Price; the Proposed Allottee; and other material terms. Articles 15.2–15.7 apply as if Transfer Notice/ Sale Shares/ Sale Price read Allotment Notice/ Allotment Shares/ Issue Price; and with these deletions: in 15.2 “the Company and/or”; in 15.3 “(other than the Proposed Transferor)”; in 15.7 “to the Proposed Transferor and”; plus in 15.7 the term “ Proposed Transferor” becomes “the Company”. If, after applying Article 9, Allotment Shares remain, within three months the Company shall allot the balance to the...
Article 12 Insert a new Article 12.7: Despite Articles 12.1 to 12.6, where a person is a Good Leaver, the proportion of their Leaver’s Shares that can be included in a Sale Notice matches the percentage shown against the relevant Leaving Date below. Leaving Date falling... Proportion (%) On or before the first anniversary of the date of adoption of these Articles — 100 After the first but on or before the second anniversary of the date of adoption of these Articles — 80 After the second but on or before the third anniversary of the date of adoption of these Articles — 60 After the third but on or before the fourth anniversary of the date of adoption of these Articles — 40 After the fourth but on or before the fifth anniversary of the date of adoption of these...
Add new definitions to Article 2.1: Proposed Transferee – shall have the meaning ascribed to it in Article 15.1; Proposed Transferor – shall have the meaning ascribed to it in Article 15.1; Sale Notice – shall have the meaning ascribed to it in Article 15.7; Sale Price – shall have the meaning ascribed to it in Article 15.1.2; Sale Shares – shall have the meaning ascribed to it in Article 15.1.1; Transfer Notice – shall have the meaning ascribed to it in Article 15.1; Replace Article 10.3 ( Prohibited Share Transfers) with the following: No person holding, or becoming entitled to, any Share may, absent Investor Consent, carry out a transfer of those Shares or issue a Transfer Notice pursuant to Article 15 ( Pre-emption on Transfer), save in accordance with Article 11 ( Permitted Share...
Add the following new definitions in Article 2.1: Accounts • means, for each financial year of the Company, the audited [ consolidated ] balance sheet together with the profit and loss accounts of the Company and its subsidiary undertakings, prepared on the historical cost basis and in line with generally accepted accounting principles and all applicable accounting standards, Statements of Standard Accounting Practice, Financial Reporting Standards and Statements of Recommended Practice; After Tax Profit • means the amount of the profit [ (including any unrealised profits) ] of the Group for the relevant financial year (as shown by the Accounts): (a) before any provision or reserve has been made for or in respect of: i the payment of any dividend or other distribution on or in respect of any Shares or the transfer of any sum to reserves; ii the redemption of the [...
Article 22 Add the following new Article 22.6: Unless an Investor Direction specifies otherwise, the Board shall procure that an annual general meeting of the Company is held not later than 60 days after the date of the report of the Company’s auditors on the Company’s annual accounts for each financial year, and that such accounts, together with the respective reports of the Directors and the auditors, are laid before that meeting. The provisions of the Companies Act 2006 shall apply in full to that annual general meeting, save only that the notice convening the meeting shall expressly state that the meeting is an annual general meeting......
[ On headed notepaper of solicitor ] Strictly private and confidential To: [ insert nominated adviser name ][ insert nominated adviser address ] Date: [ insert date ] Dear [ insert text ] [ Full name of company ] (the Company) — Admission to trading on AIM We write regarding the proposed admission of the entire issued and to be issued share capital of the Company to trading on AIM ( Admission) (the Application). For the purposes of the Application, an admission document dated [ insert date ] (the Admission Document) has been produced, containing the particulars required for an admission document pursuant to Rule 3 and Schedule Two of the AIM Rules for Companies (the AIM Rules). Unless the context dictates otherwise, terms and expressions defined in the Admission Document carry the same meanings when used in this letter. We act as the Company’s solicitors in relation to the...
Archived: This Precedent is for illustrative purposes only as it reflects the position up to 1 December 2016. The facility to issue tax‑favoured employee shareholder shares ( ESS), frequently seen in private equity company arrangements, has now been withdrawn. In the Autumn Statement 2016, the government confirmed that the following ESS-related reliefs would be abolished: the income tax and NICs relief applying to the first £2,000 of employee shareholder shares allotted to an individual the capital gains tax exemption covering some or all of the ESS shares the rule ensuring that, where a company buys back employee shareholder shares from an employee shareholder, the price paid is not treated as a distribution in the shareholder’s hands These withdrawals apply to any employer shareholder agreements entered into on or after 1 December 2016. Nonetheless, any person who obtained independent advice about entering into an...
Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has now been removed In the Autumn Statement 2016, the government confirmed that certain ESS-related tax reliefs would be withdrawn. The changes remove: The income tax and NICs relief applying to the first £2,000 of employee shareholder shares an individual receives The capital gains tax exemption in respect of all, or a portion, of ESS shares The provision ensuring that, when a company purchases employee shareholder shares from an employee shareholder, the consideration is not treated as a distribution in the shareholder’s hands The withdrawal of these reliefs applies to any employer shareholder agreements entered into on or after 1 December 2016. However, an individual who had obtained independent advice about entering an employer shareholder agreement before 23 November 2016 could still complete the...
Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has now been removed In the Autumn Statement 2016, the government confirmed that the tax concessions linked to ESS would be withdrawn. The changes remove the following in respect of employee shareholder shares: income tax and NICs relief on the first £2,000 of employee shareholder shares allotted to an individual the capital gains tax exemption applying to all, or part, of those ESS shares the rule that treated consideration paid by a company on a buy-back of employee shareholder shares as something other than a distribution in the shareholder’s hands These withdrawals apply to any employer shareholder agreements entered into on or after 1 December 2016. However, where an individual had received independent advice about entering into an employer shareholder agreement before 23 November 2016, they could still complete the...
[ On headed notepaper of solicitor ] Strictly private and confidential To: [ insert sponsor name ][ insert sponsor address ] Date: [ insert date ] Dear [ insert name ] [ insert name of company ] (the Company) — Application for admission to listing on the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange We are writing regarding the application for the Company’s entire issued and to be issued share capital to be admitted to the Official List of the Financial Conduct Authority (the FCA) ( Admission) (the Application). In support of the Application, a prospectus (the Prospectus) has been prepared, setting out the information required for a prospectus in accordance with the Prospectus Rules: Admission to Trading on a Regulated Market ( PRM), together with the additional information required by the UK Listing...
Definitions Awards • refers to the respective rights to obtain shares granted to each Award Holder, as described in the Awards Schedule; Award Holders • refers to the individuals whose names are set out in the Awards Schedule; and Awards Schedule • refers to [insert appropriate cross-reference to the relevant schedule or other document where the full particulars of the Awards and the Award Holders are recorded]. Warranties 1 Share incentives—general 1.1 The Awards represent the sole existing rights to acquire securities or shares in any Group Company. Other than the Awards, no employee, officer, consultant or other service provider of any Group Company (including any former, prospective, nominee or associate of such a person) holds any contractual entitlement to future grants or awards under any share-based incentive scheme, nor any assurance that any such award will be made. There are likewise no...
Definitions Option — the respective entitlements to purchase Shares conferred on each Option Holder; Option Holder — [ insert the list of Option Holders whose Options are becoming capable of exercise, or refer to the relevant schedule of Option Holders ]......
ARCHIVED: This archived Precedent outlines the statutory template of model articles for public companies limited by shares, incorporated under the Companies Act 2006 to and including 27 April 2013. A revised version of the model articles applies to companies incorporated on or after 28 April 2013. This Precedent includes public sector information licensed under the Open Government Licence version 1.0. It is not updated, but is provided solely for historical reference, as this edition of the model articles may still govern certain companies incorporated before 28 April 2013......
ARCHIVED: This archived Precedent outlines the statutory form and template of model articles for private companies limited by guarantee, incorporated under the Companies Act 2006 and 27 April 2013. A revised set of the model articles applies to companies incorporated on or after 28 April 2013. The Precedent includes public sector information licensed under the Open Government Licence, version 1.0. It is no longer updated and is provided for historical reference, as this iteration of the model articles may still govern some companies incorporated before 28 April 2013......
ARCHIVED: This archived Precedent outlines the statutory template of model articles for private companies limited by shares formed under the Companies Act 2006 up to 27 April 2013. A revised version of model articles applies to companies that were formed on or after 28 April 2013. This Precedent includes public sector information licensed under the Open Government Licence version 1.0. It is not maintained but is included for historical reference, as this iteration of the model articles may still apply to certain companies incorporated before 28 April 2013......
Additional definitions Option Holders — [ insert list of Option Holders exercising Options or refer to relevant schedule of Option Holders ] Options — the rights granted to each Option Holder to acquire Option Shares, exercised as at the date of this Agreement Option Shares — the [ insert aggregate number ] [ insert class of share ] shares of £[ insert nominal value ] each in the Company’s capital that Option Holders may acquire on exercising the Options Cashless exercise of Options Each Option Holder agrees the Buyer will, on that holder’s behalf, pay to the Company the amounts shown against their name in columns [ insert relevant columns detailing the aggregate exercise price payable and the amount of tax/ NICs payable ] of the table in Schedule [ insert relevant schedule ], settling the aggregate exercise price and any Tax...
For the Annual General Meeting of [ Name of company ] scheduled for [ Date ] at [ venue ] 1 Introduction Good morning, ladies and gentlemen. I am [ insert name ], the Chair of [ insert name of company ]. The time is now [ insert the exact time ], which is [ just past ] the scheduled start of the Annual General Meeting of [ insert company name ]. 2 Quorum Having confirmed with the Company Secretary/advisers/registrars, a quorum is present, and I therefore declare the meeting open. 3 Housekeeping Before we begin, I would like to cover a few practical matters. Fire exits are located [ [ over there ] OR [ insert location ] ], and no fire drill is planned for this morning. May I ask everyone to ensure mobile phones are switched off. Thank you. [ [ You may wish to note that this...
1 Demand for a poll by Chair on a resolution For the Annual General Meeting of [ Name of company ] to be held on [ Date ] at [ venue ], it is noted that resolution [ insert no. ] has not passed. Given the proxy voting authorities I hold, I am therefore obliged to call a poll accordingly. Proxy votes have been received for [ insert no. ] ordinary shares in favour and [ insert no. ] against the resolution. In light of these figures, I now exercise my power as Chair to require a poll. Our registrars will now conduct a poll on resolution(s) [ insert no. ] [ and [ insert no. ] ]. Please remain seated whilst the poll takes place and is being conducted. The registrar’s representatives will now distribute [ poll cards OR voting handsets ]. On a poll,...
1 Members’ nomination rights 1.1 Pursuant to section 145 of the Companies Act 2006 and consistent with the terms of this article [ 1 ], any shareholder (or, where a share is held jointly, the individual first recorded in the register) shall have the right to appoint any other person or persons to exercise some or all of his, her or its rights as a shareholder of the Company, and may at any time withdraw such appointment......
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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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