Search

How can we help?

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.

Key contacts

Read, listen and watch our latest insights

art
  • 07 February 2020
  • Corporate and M&A

Investor Relief

The Finance Act 2016 introduced investor relief which is essentially a tax relief for Capital Gains in a similar way to the operation of Entrepreneurs Relief. On qualification any capital gain is reduced from the usual capital gains rate – currently 20% to 10%.

art
  • 07 February 2020
  • Corporate and M&A

What does the new decade herald for EMI Option Schemes?

The Enterprise Management Initiative (EMI) option scheme is a tax efficient incentive scheme designed to incentivise employees by enjoying the rewards of growth and business success usually on a sale

art
  • 07 February 2020
  • Corporate and M&A

Director’s Duties Can Survive Insolvency Process

In the recent high court case Re Systems Building Services Group Ltd , there was considerable debate and judgement made on whether a director’s general duties, as outlined in section 171 to 177 of the Companies Act 2006, survive a company’s entry into a formal insolvency process.

art
  • 14 January 2020
  • Corporate and M&A

Lending money to Directors

It is not unusual for a Company to lend money to a director of a Company, nor is it unlawful. However, there are a number of points to consider, including declarations of interest and how this sits with the constitution of the Company and a directors’ statutory duties generally and also the treatment of the loan from a tax perspective – not only for the director but the Company too.

art
  • 14 January 2020
  • Corporate and M&A

Removing a Director under the Companies Act

The Companies Act 2006 contains a right for members of the Company to seek the removal of a director from office by convening a general meeting of its members and passing an ordinary resolution. This provision is seen as sacrosanct in the Companies Act 2006 – any attempt to exclude this right in the Companies articles of association would be unenforceable.

art
  • 14 January 2020
  • Corporate and M&A

Share buybacks and payments

The concept of share buybacks is a useful one. The ability for a company to buy back its own shares is seen as a useful tool for capital re-organisations and a tax efficient way in which to remove a shareholder or class of shareholders.

“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