Company Law

Company records, statutory filings and corporate compliance.

StateTopic

Company Law

296 articles

Public-Company General-Meeting Quorum: Section 103’s 1,000 and 5,000 Member Boundaries2026-10-25

Public-Company General-Meeting Quorum: Section 103’s 1,000 and 5,000 Member Boundaries

Apply section 103’s five, fifteen or thirty personally-present-member test to an ordinary public company, then separately check articles and an adjourned meeting.

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Section 136 Financial-Statement Circulation: Shorter Delivery Needs Its Own Member-Consent Test2026-10-25

Section 136 Financial-Statement Circulation: Shorter Delivery Needs Its Own Member-Consent Test

Check the audited financial-statement pack and section 136 delivery consent separately from shorter meeting notice: the headcount and capital tests can produce different results.

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Shorter-Notice General Meetings: Section 101 AGM Headcounts and EGM Consent Calculations2026-10-25

Shorter-Notice General Meetings: Section 101 AGM Headcounts and EGM Consent Calculations

Calculate shorter-notice consent separately for an AGM and other general meetings, using the correct member, capital and resolution-specific voting denominators.

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Director Appointment Defects: Section 176 Protects Prior Acts, Not Continued Acting After Discovery2026-10-25

Director Appointment Defects: Section 176 Protects Prior Acts, Not Continued Acting After Discovery

Date the defect, the company’s discovery and each affected act separately. Section 176 prevents automatic invalidation merely from a subsequently noticed appointment defect, but its proviso does not validate continued acting after the company notices invalidity or termination.

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Transfer-Linked Director Payments: Section 191 Approval Before Receipt and the Trust Consequence2026-10-25

Transfer-Linked Director Payments: Section 191 Approval Before Receipt and the Trust Consequence

An acquisition-related director exit payment requires its own section 191 screen. Identify the transfer, payer, recipient and proposed amount, obtain the required member approval before receipt, and recognise that a prohibited or premature receipt is held in trust for the company.

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Section 113 corporate members and creditor representatives2026-10-24

Corporate Meeting Representatives under Section 113: Governing-Body Authority and Voting-Power Reconciliation

A corporate member or creditor acts through a properly authorised representative under section 113. The meeting file must connect the governing-body resolution, the relevant legal entity, the meeting and its actual voting entitlement, without duplicating votes across attendance or voting channels.

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Section 196 executive appointment term and age tests2026-10-24

Section 196 Appointment Checks: Five-Year Terms, Reappointment Timing and the Age-Seventy Route

Before approving an MD/WTD/manager appointment, test section 196’s term, early-reappointment and age conditions separately. The age-seventy alternative requires more than an ordinary majority alone. Remuneration and Schedule V compliance remain separate checks.

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Company books and vouchers retention under section 1282026-10-24

Company Books and Vouchers: Count Section 128’s Eight Financial Years Before Deleting Records

Section 128(5) uses preceding financial years, not eight years from an invoice date or from the audit report. Younger companies retain all preceding years. Investigations and other legal or business holds must be checked before any disposal decision.

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MD/WTD service records under section 1902026-10-24

Section 190: MD/WTD Employment Terms, Registered-Office Records and Free Member Inspection

For companies within section 190, keep the MD/WTD service contract at the registered office or a written memorandum if the contract is unwritten. Members have free inspection rights. Private-company exclusion and separate appointment approvals must be assessed first.

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Section 102 material facts and interest disclosures2026-10-24

Section 102 Explanatory Statements: The Two-Percent Test Is Not a General Disclosure Exemption

Section 102 requires material facts and specified interests for special business. Its additional other-company shareholding disclosure starts at two percent, but falling below that threshold does not remove the wider interest and decision-information duties.

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Section 202 exit compensation and ceiling2026-10-24

Section 202 Loss-of-Office Compensation: Eligibility Before the Three-Year Cap

Loss-of-office compensation is not available to every director or on every exit. Section 202 requires an eligibility and prohibited-exit review before applying the shorter-of-term-or-three-years ceiling, and a further winding-up safeguard.

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Section 106 restrictions and split poll voting2026-10-24

Section 106 Voting Controls: Unpaid Calls, Exercised Liens and Split Poll Votes

A voting restriction needs the proper statutory and article basis, an identified affected holding and evidence of a presently payable unpaid sum or exercised lien. Section 106 also permits an eligible poll voter to use only some votes or split the votes used.

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