Legal Q&A

Where a foreign company shuts a registered UK establishment (this covers a branch of a foreign company; refer to Practice Note: Overseas companies with an establishment in the UK), it is required to notify Companies House using Form OS DS01 without delay thereafter......

An unincorporated association is not a legal entity In principle, it lacks legal personality and therefore cannot bring or face proceedings in its own name; this was the stance in London Association for Protection of Trade v Greenlands Limited. The position was examined in detail in Chancellor, Masters and Scholars of the University of Oxford v Broughton, a matter arising from a campaign by the Animal Liberation Front and related bodies. The conventional course is to seek a representation order, allowing a named member or office-holder to be joined as a party ‘on behalf of the members of the association’. Yet time pressures—particularly an approaching limitation deadline—may make obtaining such an order impracticable, prompting a prospective claimant to ask whether the association can be joined in its own name. As recorded in University of Oxford, there have been instances where the court has in fact made orders...

Dormant company—exemption from audit A dormant company can be either a public or a private company. It is also set up and operated in the same general manner as any other company. That said, the obligations concerning accounts and audit that generally apply to companies are relaxed for a dormant entity. The annual accounts of a dormant company for a financial year require an audit unless the company benefits from an exemption from audit......

Passporting provisions in the Prospectus Regulation Under the Prospectus Regulation, an issuer must publish a prospectus and have it approved by a competent authority when offering securities to the public in the EEA or when applying for admission of securities to a regulated market, where no relevant exemption applies. To streamline cross-border share offerings within the EEA, the EU prospectus regime provides passporting arrangements that permit companies to produce a single prospectus usable throughout the EEA, avoiding the preparation of multiple documents for separate jurisdictions. Articles 24 to 26 of the Prospectus Regulation ( EU) 2017/1129 set out these passporting provisions, stating that a prospectus approved by the competent authority in one EEA state (the home member state) can be relied upon in another EEA state (the host member state) without requiring the prospectus to be approved again by the competent authority in the host member...

This Q& A considers whether This Q& A explores whether, when a company is planning multiple share buybacks, it must put in place distinct share buyback contracts, each addressing a single intended buyback, or whether a single, overarching share buyback contract may instead cover all the intended buybacks, with each completing on a separate date. It proceeds on the basis that the company concerned is a private company limited by shares proposing to buy back shares off-market and that the contemplated buyback is neither for the purposes of, nor pursuant to, an employees’ share scheme within the meaning of section 1166 of the Companies Act 2006 ( CA 2006)......

A charitable incorporated organisation ( CIO) refers to a type of legal body accessible exclusively to charities. A CIO is regarded as created only after registration has been completed with the Charity Commission......

Section 14 of the Co-operative and Community Benefit Societies Act 2014 ( CCBSA 2014) The statute requires that a Co-operative and Community Benefit Society’s rules set out how members are admitted. In a CCBS, individuals who hold shares (often described as ‘shareholders’) are not ‘appointed’; rather, they gain membership under the society’s own rules, which are established by its directors. While CCBSA 2014 imposes no statutory limits on admitting members, the society’s rulebook should be reviewed, as it typically contains specific provisions governing the process for bringing new members into the society. For more information, refer to Practice Note: Co-operative and community benefit societies. Those provisions are set by the board and are applied when assessing membership applications received......

Contract law regulates the recoverable loss arising under a limitation of liability provision in a share purchase agreement where a warranty is breached. Warranties comprise contractual declarations or assurances concerning the state of the target company, its operations, assets and liabilities. Should a seller provide a warranty in a share purchase agreement that later turns out inaccurate, untrue or misleading, the buyer may pursue a breach of warranty claim and seek damages from the seller for losses thereby suffered by the buyer......

Please note, this Q& A deals exclusively with UK bribery legislation. Payment of commissions We refer you to Practice Note: How to identify when a commission might become a bribe, which explains that any commission involves providing a financial advantage, albeit it will not invariably amount to a bribe. The Bribery Act 2010 ( BA 2010) adopts a wide view of what can constitute a bribe. It is characterised as a 'financial or other advantage' offered or received in a business setting, which amounts to, or induces, the improper performance of a relevant function or activity......

Q& A This Q& A proceeds on the basis that the partnership is a general partnership. Partners are strongly encouraged to put a written partnership agreement in place to prevent any unsuitable default rules under the Partnership Act 1890 from automatically applying instead......

Where documents are deeds, they must expressly state they are executed by the company itself. A document will be treated as executed as a deed if it is properly executed by the company and delivered as such......