An increase, reduction, or any other change in the share capital of a company. Alteration of share capital includes processes like consolidation, subdivision, and cancellation of unissued shares.
An Annual General Meeting (AGM) is a mandatory yearly gathering of a company's interested shareholders. It addresses critical governance and financial matters, including the presentation of the company's accounts, director and auditor reports, dividend recommendations, election of directors, and appointments of auditors.
Authorized share capital refers to the maximum amount of share capital that a company is authorized to issue as detailed in the company's memorandum of association. It is sometimes referred to as nominal share capital, nominal capital, or registered capital.
Legislation governing the activities of companies in the UK, with a comprehensive overhaul implemented in the Companies Act 2006.
Detailed process and requirements for forming a company in the UK, including the necessary documents to be submitted to the Registrar of Companies.
An officer of a company with duties that encompass administrative tasks, legal compliance, and increasingly broader managerial roles.
Compliance in accounting and corporate governance refers to the adherence to laws, regulations, and internal controls that govern an entity's operations, ensuring legal and regulatory obligations are met.
A person appointed to manage the day-to-day operations of a company, holding fiduciary and statutory duties, and operating within the bounds of corporate governance.
An elective resolution was a unanimous decision by all members of a private limited company to dispense with certain provisions of the Companies Act 1985, such as holding an annual general meeting. This requirement was abolished by the Companies Act 2006.
An Extraordinary General Meeting (EGM) refers to any meeting of the company members that is not an Annual General Meeting (AGM). EGMs can be convened by the directors at any time or requisitioned by members holding a specified percentage of shares, and require adequate notice as per the Companies Act 2006.
An extraordinary resolution is a type of resolution that historically required specific notice and a supermajority vote during a company's general meeting to pass. These resolutions were necessary for critical decisions, such as winding up a company.
A foreign company, or overseas company, is a company incorporated outside the UK but has a subsidiary or established place of business within the UK. These companies are subject to provisions of the Companies Act 2006 relating to registration, accounts, constitution, directors, name, etc.
An insurance company is a business entity that provides coverage, by contract, wherein the insurer agrees to compensate or indemnify another party (the insured) for specified loss or damage arising from certain risks.
The Objects Clause was a part of a company's articles of association outlining the purposes for which the company was established, but this requirement was removed by the Companies Act 2006.
An ordinary resolution is a standard resolution that can be passed with a simple majority vote of more than 50% of company members either in person or by proxy. It is typically used when no specific type of resolution is required by the Companies Act 2006 or the company's articles of association.
The purchase or redemption of its own shares by a company; permitted subject to certain legal restrictions.
A reduction of capital refers to the process whereby a company decreases its share capital, typically to return excess capital to shareholders or to write off losses. This action is governed by the Companies Act 2006 and requires specific resolutions and conditions to be fulfilled.
A register listing the directors and secretary of a UK company, essential for maintaining statutory compliance and corporate transparency in accordance with the Companies Act 2006.
The Register of Members, also known as a Share Register, is a mandatory list maintained by UK companies. It logs the company's members, providing essential details including their names, addresses, and shareholding status.
A service contract is a legally binding agreement between an employer and a director or other very senior employee, outlining terms of employment, responsibilities, and protections for both parties.
Ultra vires is a Latin term meaning 'beyond the powers,' used to denote actions taken by officials or corporations that exceed the authority granted to them by law or constitutive documents.
Under the Companies Act 2006, a written resolution is signed by a majority of company members and treated as effective even though it is not passed at a properly convened company meeting.
