Overview It is necessary to consider certain legal issues in connection with the company or business name, if a branch or company is set up in England and Wales. The name must end with the word “Limited” in the case of companies or “LLP” in the case of limited liability partnerships. Restrictions on Certain Names […]
Category: Companies Law
UK Company Law
Reform UK Company Law was updated and reformed by the Companies Act, 2006. The Act was the most extensive revision of Company Law ever undertaken. It was the result of the Company Law Review set up by the Department of Trade and Industry in 1998. The terms of reference of the Review were to consider […]
Forming a Company
Incorporation as a Company A company has a separate legal personality which will only be looked through under very limited circumstances. Generally, if a business is carried on through a company, the shareholders and directors will not be personally liable for its actions. The law on this matter is effectively the same as in Ireland. […]
Branches in the UK
Requirements for Registration It is possible for an Irish Company to trade in the UK. However if it establishes a place of business in England and Wales it must register with Companies House as an overseas company and deliver certain documents to Companies House. A place of business is a premises where there is a […]
Records, Accounts and Filing
Overview UK Company Law requires that companies undertake certain administrative tasks, keep certain records and file certain documents with Companies House. The obligation to prepare and audit annual financial accounts and to file an annual return are dealt with in a separate note. Annual General Meetings are no longer required for private companies under the […]
Accounts and Reports
Categories of Company Every company must keep accounting records to show and explain its transactions and disclose its financial position. Accounting records must be adequate to enable year end or “statutory” accounts to be prepared and comply with the Companies Act and European Union Regulations. The Companies Act, 2006 distinguishes between “small”, “medium” and “large” […]
Directors and Management
Board of Directors The board of directors is the body of persons which company law and standard articles of association designate as the controllers of the company. They act collectively pursuant to decisions they make as a board. They are the “officers” of the company. This refers to their role or “office” under company law. […]
Duties of Directors
Statutory General Duties The Companies Act, 2006 sets out directors duties for the first time. Directors under Companies legislation, include persons appointed as directors and also persons who fulfil the role of directors i.e. shadow or de facto directors. The statutory statement of company directors’ duties largely follows existing common law and equitable rules on […]
Maintenance of Capital and Dividends
Dividends There are rules in relation to profit distribution and the maintenance of capital. The purpose is to preserve the company’s capital and assets intact for the benefit of creditors and other stakeholders. There are defined circumstances in which cash and other assets can be lawfully extracted from a company. Dividends may only be paid […]
Shares
Nature of Shares Shares are rights of ownership in a company. Shareholders have a stake in the business and take the corresponding risks and rewards. Generally shares will have rights in relation to voting, to income upon declaration of a dividend by the directors and rights to return of capital on winding up. Within this […]
Shareholders
Shareholders Resolutions The original signatories to a company’s Memorandum & Articles are the original shareholders or “members”. A persons to whom shares are issued and whose name is entered in the Members Register, becomes a member of the company. It is possible to have a one person company. The procedures in respect of decision making […]
