United Kingdom company law

UK company lawcompany lawcompanycorporationsEnglish company lawcompaniescompany sharesUK companyUK corporate lawBritish company
The United Kingdom company law regulates corporations formed under the Companies Act 2006.wikipedia
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UK Corporate Governance Code

Combined CodeThe UK Corporate Governance CodeU.K. Corporate Governance Code
Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business.
The UK Corporate Governance code, formerly known as the Combined Code (from here on referred to as "the Code") is a part of UK company law with a set of principles of good corporate governance aimed at companies listed on the London Stock Exchange.

United Kingdom insolvency law

UK insolvency lawinsolvency lawinsolvent
If a company is unable to pay its debts as they fall due, UK insolvency law requires an administrator to attempt a rescue of the company (if the company itself has the assets to pay for this).
Completion of insolvency protection followed UK company law's leading case, Salomon v A Salomon & Co Ltd.

Joint Stock Companies Act 1856

Companies Act 1856Joint Stock CompaniesJoint Stock Companies Act
These two features - a simple registration procedure and limited liability - were subsequently codified in the world's first modern company law, the Joint Stock Companies Act 1856.
c.47) was a consolidating statute, recognised as the founding piece of modern United Kingdom company law legislation.

Public limited company

plcPublicBerhad
Public companies are the predominant business vehicle in the UK economy.
A public limited company (legally abbreviated to PLC) is a type of public company under United Kingdom company law, some Commonwealth jurisdictions, and the Republic of Ireland.

Company formation

company registeredformationform a company
Once the decision has been made about the type of company, formation occurs through a series of procedures with the registrar at Companies House.
Under UK company law and most international law, a company or corporation is considered an entity that is separate from the people who own or operate the company.

The Companies (Model Articles) Regulations 2008

Model Articles
A standard company constitution, known as the Model Articles, is deemed to apply, or the corporators may register their own individualised articles of association.
The Companies (Model Articles) Regulations 2008 ( SI 2008/3229) are the default company constitution for limited companies under UK company law.

Objects clause

Up until reforms in 2006 this area used to be complicated significantly by the requirement on companies to specify an objects clause for their business, for instance "to make and sell, or lend on hire, railway-carriages".
In UK company law, until reforms enacted in the Companies Act 1989 and the Companies Act 2006, an objects clause circumscribed the capacity, or power, of a company to act.

Ashbury Rly Carriage and Iron Co Ltd v Riche

Ashbury Railway Carriage and Iron Co Ltd v RicheAshbury Railway Carriage & Iron Co Ltd v RicheRiche v Ashbury Railway Carriage and Iron Co
This is what happened in the early case of Ashbury Railway Carriage and Iron Co Ltd v Riche.
Ashbury Railway Carriage and Iron Co Ltd v Riche (1875) LR 7 HL 653 is a UK company law case, which concerned the objects clause of a company's memorandum of association.

Salomon v A Salomon & Co Ltd

Salomon v SalomonSalomon v. A. Salomon & Co. Ltd.Salomon v. Salomon & Co.
This is usually said to derive from the "principle" in Salomon v A Salomon & Co Ltd.
is a landmark UK company law case.

Daimler Co Ltd v Continental Tyre and Rubber Co (GB) Ltd

Daimler Co Ltd v Continental Tyre and Rubber Co (Great Britain) LtdDaimler Co. v. Continental Tyre and Rubber Co.
For example, in Daimler Co Ltd v Continental Tyre and Rubber Co (Great Britain) Ltd, the Trading with the Enemy Act 1914 said that trading with any person of "enemy character" would be an offence.
Daimler Co Ltd v Continental Tyre and Rubber Co (Great Britain) Ltd [1916] 2 AC 307 is a UK company law case, concerning the concept of "control" and enemy character of a company.

Companies Act 1948

CA 1948Companies Act
The first reforms following the Great Depression, in the Companies Act 1948, ensured that directors could be removed by shareholders with a simple majority vote.
The Companies Act 1948 (11 & 12 Geo.6 c.38) was an Act of the Parliament of the United Kingdom, which regulated UK company law.

DHN Food Distributors Ltd v Tower Hamlets LBC

DHN Ltd v Tower Hamlets BCDHN v Tower Hamlets LBCDHN Food Distributors Ltd v Tower Hamlets London BC
An influential decision, although subsequently doubted strongly by the House of Lords, was passed by Lord Denning MR in DHN Ltd v Tower Hamlets BC.
DHN Food Distributors Ltd v Tower Hamlets London Borough Council [1976] 1 WLR 852 is a UK company law case where, on the basis that a company should be compensated for loss of its business under a compulsory acquisition order, a group was recognised as a single economic entity.

Companies Act 1862

1862 Act in the United KingdomCompanies Act of 1862Companies Acts 1862–90
In this leading case, a Whitechapel cobbler incorporated his business under the Companies Act 1862.
c.89) was an Act of the Parliament of the United Kingdom regulating UK company law, whose descendant is the Companies Act 2006.

Re Wragg Ltd

In re Wragg Ltd
At common law, In re Wragg Ltd said that any exchange that was "honestly and not colourably" agreed to, between the company and the purchaser of shares, would be presumed legitimate.
In re Wragg Ltd [1897] 1 Ch 796 is a UK company law case, also relevant for English contract law, concerning shares, and the rule that shares should be exchanged for consideration that is in some sense at least sufficient, not necessarily adequate.

Progress Property Co Ltd v Moorgarth Group Ltd

Progress Property v Moorgarth Group
A general principle, however, recently expounded in Progress Property Co Ltd v Moorgarth Group Ltd is that if a transaction is negotiated in good faith and at arm's length, then it may not be unwound, and this is apparently so even if it means that creditors have been "ripped off".
is a UK company law case concerning the circumstances by which a transaction at an undervalue would be considered an unauthorised return of capital.

Jones v Lipman

Rejecting the claim, and following the reasoning in Jones v Lipman, the Court of Appeal emphasised that the US subsidiary had been set up for a lawful purpose of creating a group structure overseas, and had not aimed to circumvent liability in the event of asbestos litigation.
Jones v Lipman [1962] 1 WLR 832 is a UK company law case concerning piercing the corporate veil.

Polly Peck

Polly Peck International
This makes recommendations about the structure, accountability and remuneration of the board of directors in listed companies, and was developed after the Polly Peck, BCCI and Robert Maxwell scandals led to the Cadbury Report of 1992.
Polly Peck was one of several corporate scandals that led to the reform of UK company law, resulting in the early versions of the UK Corporate Governance Code.

Attorney General v Davy

Attorney General v. Davy
Even if companies' articles are silent on an issue, the courts will construe the gaps to be filled with provisions consistent with the rest of the instrument in its context, as in the old case of Attorney General v Davy where Lord Hardwicke LC held that a simple majority was enough for the election of a chaplain.
Attorney General v Davy (1741) 26 ER 531 is a UK company law case, which establishes this small but essential point of law: the default rule is that a majority of a corporate body can determine what it does.

Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame

Automatic Self-Cleansing Filter Syndicate Co, Ltd v Cuninghame
In Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame, a shareholder sued the board for not following a resolution, carried with an ordinary majority of votes, to sell off the company's assets.
Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 is a UK company law case, which concerns the enforceability of provisions in a company's constitution.

Pender v Lushington

However, ordinary shares invariably do have votes and in Pender v Lushington Lord Jessel MR stated votes were so sacrosanct as to be enforceable like a "right of property".
Pender v Lushington (1877) 6 Ch D 70 is a leading case in UK company law, which confirms that a company member's right to vote may not be interfered with, because it is a right of property.

Stewardship Code

Stewardship Code 2010
The Stewardship Code 2010, drafted by the Financial Reporting Council (the corporate governance watchdog), reinforces the duty on institutions to actively engage in governance affairs by disclosing their voting policy, voting record and voting.
The Stewardship Code is a part of UK company law concerning principles that institutional investors are expected to follow.

Company Directors Disqualification Act 1986

Company Director Disqualification Act 1986CDDA 1986Company Directors' Disqualification Act 1986
Although making directors more accountable to employees was delayed, the Cork Report led to stiffer sanctions in the Insolvency Act 1986 and the Company Directors Disqualification Act 1986 against directors who negligently ran companies at a loss. Cases under the Company Director Disqualification Act 1986, such as Re Barings plc (No 5) show that directors will also be liable for failing to adequately supervise employees or have effective risk management systems, as where the London directors ignored a warning report about the currency exchange business in Singapore, where a rogue trader caused losses so massive that it brought the whole bank into insolvency.
The Company Directors Disqualification Act 1986 ( 1986 c. 46) forms part of UK company law and sets out the procedures for company directors to be disqualified in certain cases of misconduct.

Re Barings plc (No 5)

Re Barings plc (No.5)
Cases under the Company Director Disqualification Act 1986, such as Re Barings plc (No 5) show that directors will also be liable for failing to adequately supervise employees or have effective risk management systems, as where the London directors ignored a warning report about the currency exchange business in Singapore, where a rogue trader caused losses so massive that it brought the whole bank into insolvency.
Re Barings plc (No 5) [2000] 1 BCLC 523 is a leading UK company law case, concerning directors' duties of care and skill.