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Corporate and M&A

Company secretarial

We are often asked to advise clients on general company law matters and corporate governance. An in-depth and solid knowledge of the Companies Act means the team are always at hand to help with considered and detailed advice.

Our dedicated team can undertake company secretarial matters for private companies, from a registered office only facility to an all encompassing.

“Very professional, knowledgeable and accessible lawyers.” 

Chambers and Partners

FAQs – Company secretarial

A company secretary is a person chosen by the business to perform administrative tasks like filing paperwork with Companies House and filing returns. They are the chief administrative officer of the company, and share various responsibilities with the directors under the Companies Act.

A company secretary is likely to be in charge of making sure an organisation abides by accepted financial and legal procedures and upholds high standards of corporate governance. The company secretary holds an executive position within the company and has a responsibility to:

  • Provide guidance and support to the chair of the company.
  • Provide advice to the board of directors including but not limited to: statutory duties, disclosure obligations, listing rules (if relevant), corporate governance and board processes.
  • Assist the board on the processes put in place to engage with its stakeholders and report on its outcomes.
  • Assist in shaping and embedding a healthy corporate culture.
  • Understand strategic goals and challenges faced by the business.
  • Ensure the companies objectives are met in a compliant and respectful manner.

A private company that was established prior to 2008 does not need to have a company secretary, unless its articles of association specify otherwise.

The Companies Act 2006 is the piece of legislation that serves as the main source for company law governing the UK.

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Read, listen and watch our latest insights

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  • 07 December 2020
  • Corporate and M&A

Annual review of corporate governance reporting

The Financial Reporting Council (FRC) has published its annual review of corporate governance reporting against its UK Corporate Governance Code (the Code). The Code, published in its current form in 2018, provides businesses with key corporate governance recommendations.

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  • 07 December 2020
  • Corporate and M&A

Government to further scrutinise transactions and investments

Last month the Government introduced the National Security and Investment Bill to the House of Commons for its first reading. The purpose of the Bill is to give the government further powers to scrutinise and, where necessary, intervene in certain business transactions if it believes national security concerns are present; this will include mergers and acquisitions.

Pub
  • 26 November 2020
  • Corporate and M&A

Exiting your business through a solvent winding up

In the fourth of our series on different stages of funding through the business life cycle, Stuart Mullins, Clarkslegal and James Hopkirk, Kreston Reeves discuss how Insolvency Legislation can help owners of solvent businesses to extract cash and other assets tax efficiently from their companies.

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  • 06 November 2020
  • Corporate and M&A

The practicalities of selling your business

In our latest webinar, corporate partner Stuart Mullins discusses the practicalities of selling your business. The following article provides vital insight for both buyers and sellers seeking to navigate the often complex journey from heads of terms to completion. Below we highlight the key considerations and processes.

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  • 06 November 2020
  • Corporate and M&A

Warranties v Indemnities – considerations and differences

The terms “indemnity” “warranty” and “representation” are used a lot in the context of share sale or business sale agreements, but the terms “warranty” and “indemnity” permeate through all forms of contracts, not just business sale agreements.

Pub
  • 05 November 2020
  • Corporate and M&A

Selling a Company – The Process and Practical Tips

The lifeblood of capital for start-up and SME businesses is through equity funding and the future of the succession and growth of these businesses require equity investment.

“We are very pleased with the support and advice received from on the recent acquisition by BMW Group UK.  With clear, concise and timely advice and management, Ashan and his team helped us navigate through some complex arrangements and seamlessly bridged the gap between the legal and commercial issues”

Amit Kotecha, Senior Legal Counsel – BMW Legal Affairs UK & Ireland 

“I was impressed with the speed, turnaround and frequency of communication in my dealings with Stuart Mullins, in concluding my share purchase.”

Nigel Keene, Managing Director, Whiteknights Estate Agents

Ashan Arif is central to our working relationship – we have a high degree of trust and confidence in his work. He was interested in our business from the outset, clear about the firm’s capability and focus, and has provided high-value and cost-effective support.

Legal 500

“Stuart and the rest of the team provided expert support during a recent corporate restructuring. We were calmly guided through the complex legal process, and realised significant additional benefits directly related to the advice provided.”

Stefan Zabel, Director, Wood Designer Ltd

“I had an excellent experience working with Stuart Mullins. He was thoughtful, pragmatic, and extremely efficient. Thank you very much for all your hard work to get the deal across the line.”

Jerry Izard, Director, Independent Optics Ltd

“Stuart Mullins was great at understanding what my needs were and responded in a timely manner every time. It was great to talk to someone who understood our situation and moved my transaction to completion efficiently and diligently. I really appreciated the extent to which Stuart explained everything to me regarding the transaction agreement, which gave me so much confidence when speaking to the purchaser”.

Jan Tupper, Proprietor, Arniss Equestrian Ltd