Company administration and meetings

A note outlining the law on liability limitation agreements for auditors under the Companies Act 2006 (CA 2006). For a link to the CA 2006, see Companies Act 2006: publication of final text. For general background to the CA 2006, see Practice note, Companies Act 2006: materials. Chapter 6 of Part 16 (auditors' liability) came into force on 6 April 2008.

This note considers the changes a company incorporated with Table A articles of association may consider making to its articles of association in view of the The Companies (Tables A to F) (Amendment) Regulations 2007 (SI 2006/2541) (as amended by the Companies (Tables A to F) (Amendment) (No 2) Regulations 2007 (SI 2007/2826).

This note sets out the requirements for the directors' statement of responsibilities in relation to company accounts.

A note on the Companies Act 2006 requirements for keeping records of directors' and members' meetings and resolutions.

A note on the appointment of corporate representatives.

This note considers the issues involved in negotiating and drafting directors' service agreements, including pay and benefit provisions and how to protect the company on termination of employment. The note also deals with the regulatory framework affecting the employment terms of listed company directors.

Note covering the key issues relating to distributions from companies to their members under the Companies Act 2006. For information specific to dividends, see Practice note, Dividends.

A note outlining the changes to the law on the use of electronic communications under the Companies Act 2006 (2006 Act). For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. For a checklist of steps that companies may need to take if they want to take advantage of the regime for electronic communications under the 2006 Act, see Checklist, Electronic communications. For a collection of resources for the electronic communications regime click here. The electronic communications provisions in the 2006 Act came into force on 20 January 2007.

A guide to European Companies (Societas Europaea) under the European Company Statute.

Practice note on running general meetings, including annual general meetings. For a practice note on preparing for meetings (including AGMs) see Practice note, General meetings (including AGMs): preparation and notice.

A note outlining the changes to the law on annual general meetings under the Companies Act 2006 (2006 Act). For more detailed information on general meetings, see: Practice note, General meetings (including AGMs): preparation and notice; and Practice note, General meetings (including AGMs): conduct of the meeting.   For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 13 (Resolutions and meetings) and sections 485-488 of Part 16 (Audit) of the Act came into force on 1 October 2007.

Practice note covering the regime governing political donations made by and political expenditure incurred by companies under Part 14 of the Companies Act 2006.

On 28 January 2008 the Institute of Chartered Secretaries and Administrators (ICSA) published a new guidance note (080122) on proxies and corporate representatives at general meetings in the light of changes to company law introduce by Part 13 (Resolutions and meetings) of the Companies Act 2006 on 1 October 2007. If a shareholder is a corporation, it must appoint an individual to act on its behalf at general meetings either as a proxy (sections 284, 285 and 324 to 333, 2006 Act) or as a corporate representative (section 323, 2006 Act). However, there has been some debate around the effect of the new provisions in relation to the two alternatives. In the Guidance, the ICSA considers the uncertainty relating to multiple corporate representatives and recommends that corporate shareholders either appoint proxies or a single corporate representative to attend, speak and vote at general meetings. Where this cannot be done, an alternative method outlined in the Guidance can be adopted. ICSA suggests this as an interim solution until the law can be amended to clarify the position. ICSA considers that the uncertainty surrounding the appointment of multiple corporate representatives has been resolved by the changes made to the Companies Act 2006 by the Companies (Shareholders' Rights) Regulations (SI2009/1632) which came into force in relation to to meetings of which notice is given, or first given, on or after 3 August 2009. ICSA will shortly publish an updated guidance re

A guide to the procedures for restoring a dissolved company to the register of companies, under Part 31 of the Companies Act 2006.

A note outlining the changes to the law on substantial property transactions under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. The provisions on substantial property transactions in Chapter 4 of Part 10 came into force on 1 October 2007.

A note outlining the changes to the law on transactions with directors under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Most of Chapters 2 (general duties of directors), and 4 (transactions with directors requiring approval of members) of Part 10 came into force on 1 October 2007, other than the provisions relating to directors' conflict of interest duties (sections 175 to 177). Sections 175 to 177 came into force on 1 October 2008, along with those relating to declarations of interest in existing transactions or arrangements in Chapter 3 of Part 10 (sections 182 to 187).