Legal Precedents

[ Insert date ] Dear [ insert name of director ], Special notice of proposed resolution to remove director from office: [ insert company name ] [ Limited OR PLC ] (the Company ) I write, under section 169(1) of the Companies Act 2006 (the CA 2006), to notify you that the Company has received special notice of an ordinary resolution to remove you from office under sections 312 and 168 of the CA 2006; a copy is enclosed, and it will be considered at the next general meeting. Please note section 169 of the CA 2006, including your right to speak on the resolution and to submit written representations to the Company. If you wish the Company to circulate such representations to members receiving notice of the meeting, ensure they are of reasonable length and reach me by [ insert date ]. If a copy is not sent to...

registration number OC : [ insert registration number ] [ insert name ] LLP Minutes of a meeting of the members (the Meeting) of [ insert name ] LLP (the LLP ) Convened at: [ insert place of meeting ] Date and time: [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am or pm ] Present [ insert name of member to be the chair ] ( Chair) [ insert names of members who are physically present ] [ insert names of any members present by telephone as permitted by the limited liability partnership agreement ] (by telephone) [ insert names of any members present by other means ]......

Company number : [ insert company number ] [ insert company name ] [ LIMITED OR PLC ] Minutes of a session of the board of directors (the Meeting) of [ insert company name ] [ Limited OR PLC ] (the Company) Held at the [ insert place of meeting ] Held on the [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ insert name of director to be the chair ] ( Chair ) [ insert names of directors who are physically present ] [ [ insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ] ] In...

This DEED This DEED is entered into on [ insert date ] Parties [ insert name of company ], a company incorporated in [ England and Wales ] with registered number [ insert company number ], whose registered office is at [ insert address ] (the Company); [ and ] [ insert name of shareholder ] [ a company incorporated in [ England and Wales ] with registered number [ insert company number ], whose registered office is at [ insert address ] OR whose address is [ insert address ] ] (the Shareholder); [ and ] [ [ insert name of nominated adviser ], a company incorporated in [ England and Wales ] with registered number [ insert company number ], whose registered office is at [ insert address ] (the Nomad). ] RECITals ( A) The Company is seeking the admission of all its ordinary shares in issue [ and to be...

This agreement is entered into on [ insert day and month ] 20[ insert year ]. Parties [ Insert name of offeror ], incorporated in [ England and Wales ] under number [ insert company number ], with its registered office at [ insert address ] (the Offeror); and [ Insert name of offeree ], incorporated in [ England and Wales ] under number [ insert company number ], with its registered office at [ insert address ] (the Offeree). Recitals: ( A) The Offeror proposes to make a recommended [ pre-conditional ] offer for the whole of the issued and to be issued ordinary share capital of the Offeree [ , excluding any shares held in treasury, ] (the Acquisition), on and subject to the terms and conditions set out in the Announcement......

[ TO BE TYPED ON OFFEROR LETTERHEAD ] Strictly private and confidential The Directors[ Insert offeree name ] plc[ Insert offeree address ] Date: [ insert date ] Dear Directors Confidential supply of information 1 Introduction 1.1 We (the Recipient or we) have indicated an interest in obtaining certain information concerning [ [ the company code-named ] OR [ insert offeree name ] ] plc (the Company or you). [ We confirm that we are aware of the identity of the Company and that the use of a code-name in this letter shall not affect its enforceability. ] Other defined words and expressions in this letter are set out in paragraph 2 below. 1.2 Effective from the date this letter is signed by us and the Company, it sets out the basis upon which the Company is willing to disclose Confidential Information to us for the purpose of...

The Schedule Tax Covenant 1 Definitions and interpretation 1.1 Despite clause 1.3 of this Agreement, if any inconsistency or conflict arises between this Schedule's provisions and those elsewhere in this Agreement, the provisions of this Schedule shall prevail at all times in relation to all matters relating to Tax......

This Agreement is entered into on [ date ] between: [ insert name of company in which the shares are held ], a company incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ], with brief particulars set out in Schedule 1 (the Company); and The several persons whose names and addresses appear in Schedule 2 (each an Original Shareholder and, together, the Original Shareholders). [ Each of the Company and the Shareholders is a Party and, together, the Company and the Shareholders (including the Original Shareholders) are the Parties.] background The Shareholders are the sole shareholders of the Company and have agreed with the Company and with each other to exercise their rights concerning the Company in accordance with this Agreement......

STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026 Major changes to the UK regime for public offers and admissions to trading took effect on 19 January 2026. The framework for securities offers and UK market admissions is now chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. The reforms aim to simplify capital raising and substantially lessen the circumstances in which a company must publish an FCA-approved prospectus for a further share issue. For full details of the changes, see Practice Note: UK prospectus regime reform. This Practice Note sets out the prospectus regime that applied before 19...

Article 18(1) of the UK Market Abuse Regulation, Assimilated Regulation ( EU) 596/2014 ( UK Market Abuse Regulation), states that an issuer, or any person acting for or on the account of an issuer, must compile a record of every individual with access to inside information who works for them under an employment contract, or who otherwise carries out tasks that thereby give them such access, for example advisers, accountants or credit rating agencies. The Financial Services Act 2021 revised Article 18(1) to make clear that both issuers, and any person acting for them or on their account, are each required to keep and maintain insider lists. This amendment came into force on 29 June 2021......

Article 18(1) of the UK Market Abuse Regulation ( Assimilated Regulation ( EU) 596/2014 ( UK Market Abuse Regulation)) An issuer, or any person acting for an issuer or on the issuer’s account, is obliged to compile a list of all individuals who have access to inside information and who work for them under an employment contract, or who otherwise carry out tasks that provide access to such information, for example advisers, accountants, or credit rating agencies......

Article 18(1) of the UK Market Abuse Regulation ( Assimilated Regulation ( EU) 596/2014 ( UK Market Abuse Regulation)) Article 18(1) requires that an issuer, or any person operating on the issuer’s behalf or account, prepares a list of every individual who has access to inside information and is working for them under a contract of employment, or is otherwise carrying out tasks that provide such access, eg advisers, accountants or credit rating agencies......

Company number : [ insert company number ] [ insert company name ] [ LIMITED OR LTD ] Minutes of the board meeting (the Meeting ) for [ insert company name ] [ Limited OR Ltd ] (the Company ) At [ insert place of meeting ] On [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert names of any directors in attendance, whether in person or by any remote method (unless such methods are expressly barred by the company’s articles of association) ] [ by [ insert method of attendance for each director participating remotely ] ] [ In attendance: ] [ [ Insert name of any attendee, present physically or by any remote means, who does not form part of the quorum for the...

This Agreement is entered into on [ insert date ] Parties [ Insert name of company in which the shares are held ], incorporated in England and Wales under number [ insert company number ], with its registered office at [ insert address ], with brief particulars provided in Schedule 1, Part A ( Company ) The several persons whose names and addresses appear in Schedule 2 (together, Founders ) The several persons whose names and addresses appear in Schedule 3 and any additional persons as defined in clause 1.4 ( Investors and each an Investor ) [ (each of the Company, the Founders and the Investors being a Party and together the Company, the Founders and the Investors are the Parties ). ] Background ( A) The Company is a private company limited by shares [ and is the holding company of the...

Part 1, interpretation and limitation of liability This Part defines key expressions used throughout the articles and sets out how they are to be read. Terms such as articles, auditors, bankruptcy (including comparable overseas proceedings), board, CA 2006, certificated/uncertificated, chair, clear days, company’s lien, director, Disclosure Rules, FCA, FSMA, fully paid/paid, Official List, register of members, relevant officer, relevant system, UK Listing Rules, UKLA and writing are given specific meanings for consistent application. The model articles under section 20 of CA 2006 do not apply. Unless context dictates otherwise, words or expressions not defined here take the meaning given in CA 2006, or if absent there, in the Uncertificated Securities Regulations, as in force when these articles first bind the company. References to legislation include subordinate legislation and any amendment, extension, consolidation, re‑enactment or replacement then in force. Singular includes plural and vice versa; masculine includes feminine and...

Amendments to Precedent: Articles of association—joint venture company—deadlock (50:50) and Articles of association—joint venture company—majority/minority Add new definitions to Article 2.1: Offer Period — has the meaning ascribed to it in Article 1.3; Proposed Transferee — has the meaning given to it in Article 1.1; Proposed Transferor — has the meaning given to it in Article 1.1; Sale Notice — has the meaning given to it in Article 1.5; Sale Price — has the meaning given to it in Article 1.1.2; Sale Shares — has the meaning given to it in Article 1.1.1; Delete the existing “ Transfer Notice” definition in Article 2.1 and replace it with the following: Transfer Notice — has the meaning given to it in Article 1.1; Delete the “ Seller” definition in Article 2.1. Replace Article 12.4 with the following wording: [ Following the expiry of the Lock-in Period, a OR A ] ny person who holds, or becomes...

£ [ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes 20[ insert year ] [ insert name of issuer ] Dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of issuing company ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (the Issuer) Background The Issuer has determined to create up to a maximum nominal amount of £[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes, to be constituted as set out in this document......

You have lately visited or got in touch with us in your role as a director of a company facing significant financial strain. This letter aims to highlight certain matters you should note in your capacity as a company director and in your personal role as a director of the business concerned. Where a company remains solvent and free from financial worry, the business and its directors generally owe only limited obligations to creditors, broadly speaking. In that situation, duties owed to shareholders take priority. By contrast, in particular once a company is insolvent, or approaching that position in the ‘twilight zone’, directors’ obligations move from shareholders to creditors. You must recognise this shift and conduct yourself accordingly. In light of the above, as a director of a company in financial difficulty you will be required to make challenging choices about how the company is run and,...

This Agreement is made on [ date ] Parties [ Name of company ], a company registered in England with company number [ insert company number ] whose registered office is at [ address ] (the Company); and [ Name of employee ], of [ address ] (you)......

[ Insert date ] Dear [ Company Secretary OR Board of Directors ] of [ Company ], Register of People with Significant Control—voluntary notice of registrable status We state we constitute a registrable relevant legal entity with significant control, as set out in section 790C of the Companies Act......