Legal Precedents

Ordinary resolution [ That approval be granted, in accordance with section 201 of the Companies Act 2006, for the credit transaction under which [ insert details of credit transaction ] is proposed to be entered into by the Company for the benefit of [ insert name of director ], a director of the Company. OR That the Company’s proposed [ guarantee OR security ] in connection with a credit transaction, being [ insert details of credit transaction ] entered into by [ insert name of person who has entered into credit transaction ] for the benefit of [ insert name of director ], a director of the Company, be approved in accordance with section 201 of the Companies Act 2006. OR That the [ insert details of arrangement falling within the definition of ‘related arrangement’ in section 203(1) CA 2006 ] be...

ORDINARY RESOLUTION [ That approval be given, in accordance with section 198 of the Companies Act 2006, for a quasi-loan in the sum of [ insert amount of quasi-loan ], to be advanced by [ insert name of subsidiary company ] to [ insert name of director ], a director of the Company. OR That the [ guarantee OR security ] to be provided by [ insert name of subsidiary company ] in relation to a quasi-loan of [ insert amount of quasi-loan ] by [ insert name of person who has given or is giving the quasi-loan ] to [ insert name of director ], a director of the Company, be authorised pursuant to section 198 of the Companies Act 2006. OR That the [ insert details of arrangement falling within the definition of ‘related arrangement’ in section 203(1) CA 2006 ] be...

Ordinary resolution That the directors’ remuneration report, excluding the section comprising the directors’ remuneration policy as set out and shown on pages [ insert page no ] to [ insert page no ], as included within the Company’s annual accounts and reports for the financial year ended [ insert date ], hereby be received and approved......

[ ON THE LETTERHEAD OF THE PLACING AGENT ] An application has been submitted for the entire issued and to-be-issued ordinary share capital of the Company to be admitted to trading on AIM. It is anticipated that Admission will take effect and dealings in the Ordinary Shares will begin on AIM on [ insert expected date of admission to AIM ]. [ insert name of Placing Agent ] accepts no liability whatsoever for the accuracy of any statements or opinions contained within the Admission Document (as defined below), for which [ insert name of Placing Agent ] bears no responsibility, nor for any omission of material information from the Admission Document. Recipients of this document should note that, in connection with the Placing (as defined below) and Admission, [ insert name of Placing Agent ] is acting solely for the Company and for no one else, and...

Company number : [ insert number ] [ insert company name ] LIMITED (the Company ) SOLVENCY STATEMENT We, being all of the directors of the Company, give this solvency declaration on [ insert date ] for the purposes of section 642 of the Companies Act 2006 and each of us severally......

Board minutes—private M& A—asset purchase—exchange—buyer Company number: [ insert company number ] [ insert company name ] [ LIMITED OR PLC ] Minutes from a meeting of the board of directors (the Meeting) for [ insert company name ] [ Limited OR PLC ] (the Company) Convened at [ insert place of meeting ] Dated [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert names of the director(s) attending in person ] [ Insert names of any directors joining by telephone as permitted by the Company's articles of association ] (by telephone) [ Insert names of any directors participating by other means permitted by the Company's articles of association ] (by [ insert other means ]) In attendance: [ Insert name of any attendee who is not counted towards the quorum (eg the...

This Agreement is entered into on [ insert day and month ] 20[ year ] 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 the 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 [ The Company is pursuing admission to trading on AIM of the entire ordinary share capital OR The entire ordinary share capital of the Company is admitted to trading on AIM ]. The Nomad has agreed, on the terms and conditions set out in this Agreement, to act as Nominated Adviser [ and [...

Index to the articles An overview of the company’s constitutional framework, setting out meanings of key terms, the extent of members’ liability, how directors exercise and delegate powers, procedures for board and member decisions, rules on share capital, dividends and other distributions, and ancillary provisions on communications, records, seals, and protections for directors... Part 1: Interpretation and limitation of liability – definitions and the limit of members’ liability. Part 2: Directors – general authority, members’ reserve power, delegation, committees, meetings, quorum, chairing, voting, casting votes, conflicts, written resolutions, further rules, appointment, rotation, termination, remuneration, expenses, and alternate directors. Part 3: Decision-making by members – calling, attendance and speaking, quorum, chairing, adjournment, voting, errors and disputes, polls, proxy content and delivery, amendments, restrictions, and class meetings. Part 4: Shares and distributions – classes and redemption, commissions, interests,...

This Deed of adherence is made as of [ insert day and month ] 20[ insert year ] Parties [ insert name of new partner ], of [ insert address ] (being the New Partner) The persons whose names and addresses appear in Schedule 1 (together, the Existing Partners) Recitals ( A) This deed is supplemental to, and is duly executed in accordance with, the Partnership Agreement herein ( B) The New Partner wishes to be admitted as a Partner accordingly ( C) The Existing Partners have resolved and agreed to admit the New Partner as a Partner, with effect from the Admission Date, on the terms set out in this deed......

STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026 The framework now governing public offers of securities and admissions to trading in the UK is chiefly set out 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. These reforms are intended to streamline capital raising and markedly cut the number of situations in which a company must publish an FCA approved prospectus when undertaking a further issue of shares......

Company number: [ insert number ] [ insert company name ] [ Limited OR PLC ] Minutes of the board of directors’ meeting (the Meeting) of [ insert full name of company ] (the Company). Convened 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 the director(s) 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 attendance [ [ Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ]...

STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026. New requirements for public offers of securities and for UK admissions to trading are now primarily contained in the Public Offers and Admissions to Trading Regulations 2024 ( SI 2024/105) (the POATRs) and 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 revoked. The objective of the overhaul is to make capital raising simpler and to materially cut the instances in which a company must produce an FCA-approved prospectus for a subsequent share issue. For full details of the revisions, see Practice Note: UK prospectus regime reform. This Practice Note sets out the prospectus framework that applied before 19 January 2026......

STOP PRESS : Major changes to the UK prospectus framework took effect on 19 January 2026. The updated regime for public offers of securities and for admissions to trading in the UK is chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105, (the POATRs) and in 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 revoked. These reforms aim to streamline capital raising and markedly cut the instances when a company must produce an FCA approved prospectus for a subsequent share issue. For comprehensive details of the revisions, consult Practice Note: UK prospectus regime reform as noted in that resource directly......

This document is important and requires your immediate attention Within this document is a proposal that, if carried out in its entirety, would lead to the delisting of [ Offeree ] Shares from [ insert name of relevant market, such as AIM or the Main Market of the London Stock Exchange ]. Should you be uncertain about the Offer or what steps to take, you are urged promptly to obtain your own immediate, independent financial advice from your stockbroker, bank manager, solicitor, accountant or another independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if you are not, from an appropriately authorised independent financial adviser. If you have disposed of, or now dispose of, all of your [ Offeree ] Shares by sale or any other transfer, kindly forward this...

Company number : [ insert number ] [ insert company name ] [ Limited OR PLC ] (the Company). During a convened meeting of the Company’s board of directors on [ insert date ], the board approved the following resolution: That [ [ insert name of single corporate representative ] OR the following persons ]......

Company number: [ insert number ] [ insert company name ] Limited Record of a meeting of the board of directors (the Meeting) of [ insert full name of company ] (the Company) Held 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 the director(s) physically present ] [ [ Insert names of any directors present by telephone as allowed under the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means allowed under the Company’s articles of association ] (by [ insert other means ]) ] In attendance [ [ Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company...

Authority to allot shares—no distinction made between different classes of shares (general or specific authority) [ ORDINARY OR [ INSERT OTHER ] ] RESOLUTION THAT [ , provided that [ insert reference to any relevant resolution that sets out pre-emption rights ], ] the directors are [ granted general and unconditional authority, for the purposes of section 551 of the Companies Act 2006 and in general, to utilise all powers of the Company to allot shares and to confer rights to subscribe for, or to convert any security into, shares in the Company to any person, at any time and on such terms and conditions as the directors consider appropriate, up to an aggregate nominal value of £[ insert maximum nominal amount ] OR granted specific authority, for the purposes of section 551 of the Companies Act 2006 and in general, to [ insert...

ORDINARY RESOLUTION Approve, in accordance with section 218 of the Companies Act 2006, the Company’s proposed payment of [ insert amount ] to [ insert name of director ], a director, in connection with the [ proposed ] transfer of [ the whole OR part ] of the Company’s [ undertaking [ and/or ] AND/ OR property ], being: compensation for their loss of office; compensation for their loss of [ insert details of circumstances described in s 215(1)(b) CA 2006 ]; consideration [ for OR in connection with ] their retirement from office as director of the Company; consideration [ for OR in connection with ] their retirement from [ insert details of circumstances described in s 215(1)(d) CA 2006 ]......

Index to the articles Part 1: Interpretation and limitation of liability — defines the expressions used throughout and confirms members’ liability is limited to any unpaid amount on their shares Part 2: Directors — covers directors’ authority, shareholders’ reserve powers, delegation and committees; collective and unanimous decisions, meetings, participation, quorum, chairing, casting vote, conflicts, records and procedural rules; appointment and termination, remuneration and expenses Part 3: Shares and distributions — requires shares to be fully paid; permits varied classes and redemption; recognises only absolute ownership; sets out certificates, replacements, transfers and transmission; explains declaring and paying dividends, no interest, unclaimed sums, non-cash distributions, waivers, and capitalisation of profits Part 4: Decision-making by shareholders — provides for speaking and voting at general meetings, quorum, chairing, attendance by directors and others, and adjournment; voting on a show of hands or by poll,...

Board minutes—private M& A—asset purchase—completion—seller Company number: [ insert company number ] [ insert company name ] [ LIMITED OR PLC ] Minutes of a meeting of the board of directors (the ' Meeting') of [ insert company name ] [ Limited OR PLC ] (the ' Company') Held at [ insert place of meeting ] Held on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present [ Insert names of the director(s) 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 attendance: [ Insert name of anyone in attendance, who does not count towards the...