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Practitioners need to make sure that the articles of private share companies they form for clients suit their circumstances, and it’s all too easy to assume the government’s 2006 model form articles will do the job.

This highly practical nuts-and-bolts session, designed for accountants in all types and sizes of practice and for company secretaries in larger companies and/or groups, identifies situations where the model form will often fall short and homes in on the specific provisions that will need to be varied or disapplied, and what to put in their place. Particularly, it covers the recent shock that was the Hashmi v Lorimer-Wing (Fore Fitness) ruling, and whether that is solved by the subsequent Active Wear decision, and any implications for new company articles arising from the upcoming Economic Crime and Corporate Transparency Bill.

In this session David will cover the following topics;

• Clause by clause analysis of model form provisions commonly disapplied or varied in clients’ private share company articles
• Suggested special clauses for special situations eg:
  • Owner-managed companies
  • Subsidiary companies
  • Joint ventures
  • Common class rights for family and outside investors
  • Rights on allotment and transfer of shares
• Protecting shareholder-directors from removal
• When company articles can override the Companies Act
• Other common issues

By attending this session, you will be equipped to advise clients forming private share companies when and why the model form articles need amending to suit their circumstances, and how.

This session will be of interest to practitioners in firms of all sizes and types who advise clients forming private share companies, and company secretaries in larger companies and groups.

Course Level: Intermediate

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Practitioners often advise private share companies with ‘old’ articles - predating the 2006 Companies Act - which stop them doing things that were unlawful then but aren’t now.

This highly practical nuts-and-bolts session, designed for accountants in all types and sizes of practice and for company secretaries in larger companies and/or groups, identifies common limitations in ‘old’ company articles that can easily be solved by updating them. Particularly, it will cover any implications arising for companies with old articles as a result of the upcoming Economic Crime and Corporate Transparency Bill.

In this session David will cover the following topics;

• Reasons to update - clause by clause analysis
• How to deal with pre-2006 Act companies’ objects, authorised share capital and other ‘saved’ provisions in existing articles
• What to carry forward from the existing articles and what to change
• Can updating inadvertently affect share rights – class consents required?
• Common instances where old articles fetter a company’s 2006 Act powers
• When updated articles can override the Companies Act and when they can’t

By attending this session, you will be equipped to advise clients when and why their ‘old’ private share company articles need updating, and why, so they can exercise comprehensive, modern legal powers.

This session will be of interest to practitioners in firms of all sizes and types, and company secretaries in larger companies and groups, who advise private share companies on Companies Act procedures, transactions, etc – general meetings, share issues and transfers, share buybacks and the like – which are affected by what’s in the company’s articles,

Course Level: Intermediate / Advanced