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Letters and contracts (224)

Notice to terminate or suspend contract
Notice to terminate contractTo terminate a contract, you will need to notify the other party. Use our model notice to terminate as a guide.Lockdown effectUnfortunately, many business contracts are having to be suspended or terminated as a result of the coronavirus pandemic. Our model is based on terminating... Read more
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Type: Letter
Minutes of board meeting held remotely
Companies must record what happens at board meetings and this rule still applies to those held remotely by telephone/video conference. This helps to keep track of what was decided and when, and the minutes can also be referred to if there is any challenge to how a decision was made. Holding meetings... Read more
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Type: Document
Director's service agreement
Any director who is also an employee of the company should always be given a service contract. As well as ensuring there are no arguments over their status it should also minimise the possibility of any other misunderstandings arising. The enclosed agreement is all encompassing and addresses all the... Read more
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Type: Agreement
Making an application to court under the Companies Act 2006
There are occasions that require a company to make an application to court. Our summary takes you through the procedure. When is a court application necessary?There are numerous occasions in the Companies Act 2006 that call for court approval or allow an interested party to apply to court to resolve... Read more
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Type: Document
Data protection obligations summary
Every company holds onto personal information of some sort, about its staff, customers, business contacts and others. Make sure your company abides by its data protection obligations. Personal informationThe retention and processing of personal information is governed by the EU General Data Protection... Read more
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Type: Document
Correcting information on the register at Companies House
Company information is filed at Companies House to comply with legal requirements and is available to the public. It is therefore important that it is accurate. What should you do if you realise there's an error? Registrar's powersThe Registrar of Companies has various powers to correct errors in documents... Read more
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Type: Document
Directors' duties summary
All directors know that they have to abide by their duties when running their companies, but what exactly are they? Our summary explains them in turn. General statutory dutiesThe Companies Act 2006 specifies a director's general duties that govern their overall conduct in relation to their company. Our... Read more
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Type: Document
Company sale comparison
Whether you're buying or selling a company, there are various factors that influence the structure of the deal. The main decision is whether to enter into a share sale or an asset sale. Our comparison explains the main features of each type of sale. Asset or share sale?As with many business decisions,... Read more
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Type: Form
Company reorganisations summary
There are different types of company reorganisation. These transactions require professional advice; use our summary to guide you through the jargon.Dividing a business upA business may need to be split up for a number of reasons, for example for tax or accounting purposes, to enable people to run different... Read more
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Type: Document
PSC checklist
All companies must keep a register of people who have significant control over them. Use our checklist to make sure you have taken the required steps to identify the right people. What is a PSC?A "person with significant control" basically means someone capable of influencing the company's decisions,... Read more
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Type: Checklist
Types of security summary
If your company is entering into financing arrangements, use our summary of the various types of security to help you navigate the documents and discussions. Types of debtThere are various types of debt that a company may need to incur during its life. Short-term debt to assist with cash flow, such as... Read more
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Type: Checklist
Registration of charges at Companies House
Charges over a company's assets must be registered at Companies House. Use our checklist to find out what needs to be filed and when. Company recordsCompanies have to keep copies of charge documents at their registered office (or other official inspection location) and make them available for inspection.... Read more
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Type: Checklist
Personal information filed at Companies House
Personal information about those involved in running companies has to be filed at Companies House. We summarise the ways in which you can protect yourself from your details being misused by the wrong people.Residential addressesWherever possible, an individual should use a service address rather than... Read more
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Type: Checklist
Using pre-signed signature clauses
What if you have an important contract to enter into, but one of your signatories cannot make the completion meeting? Pre-signed signature clauses can be used in some cases, with caution. Absent signatoriesIdeally, all relevant signatories should be able to execute a document in person. However, this... Read more
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Type: Checklist
Register of PSCs
All companies must keep a register of people who have significant control over them. Our model sets out what needs to be included and when.What is a PSC?Every company must keep a register of people with "significant control" over them, known as "PSCs". Significant control is a very broad term, and is... Read more
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Type: Form
Redemption or purchase of a company's own shares summary
There are two situations in which a company can acquire an interest in its own shares. Our summary explains when they arise and the procedures that need to be followed. Exception to the ruleGenerally, a company cannot acquire an interest in its own shares. This rule helps to ensure that a company's ownership... Read more
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Type: Document
Reduction of share capital summary
If a company needs to reduce its share capital, it must follow one of two procedures. Use our summary to guide you through the process.Exception to the ruleA company's share capital can only be reduced in certain circumstances because it deviates from the golden rule that companies have to maintain their... Read more
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Type: Document
Alterations to share capital summary
Alterations to a company's share capital that do not affect the number of shares in issue are relatively straightforward. Our summary explains why these changes might be necessary and how to carry them out.Consolidation and subdivisionIn a share consolidation several shares in a class are converted into... Read more
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Type: Document
Non-statutory registers
As well as the various registers that companies have to keep by law, there are other registers of information that companies may find it useful to keep for their own records.Register of share applications and allotmentsThis records who applies for shares in the company, and whether they are allotted.... Read more
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Type: Form
Confirmation statement checklist
The annual confirmation statement is designed to make sure that each company's records at Companies House are up to date. InformationThe confirmation statement, Companies House Form CS01, needs to be submitted to Companies House every year. If nothing much has changed in the last year, your company can... Read more
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Type: Checklist
Model signature clauses
It is important, both for the company and the signatory, that contracts and other documents are signed properly. Our model sets out appropriate signature clauses for different situations.Is execution required?In most cases, the answer will be "no". A simple signature on behalf of the company is usually... Read more
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Type: Clause
Directors' personal guarantees
Banks often require a company's directors to personally guarantee their company's borrowings. They sometimes want security for the guarantee over a director's assets as well. ProtectionThere is legal protection in place to stop individuals from incurring potentially large liabilities without understanding... Read more
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Type: Checklist
Company accounts key facts
Companies have to keep adequate financial records that are used to prepare their annual accounts. Our summary takes you through the basics.Records and accountsA company has to keep adequate financial records of its transactions to give a fair picture of its financial affairs and enable the annual accounts... Read more
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Type: Checklist
Inspection and copying of company records summary
Inspection and copying of company recordsShareholders and others have the right to inspect and obtain copies of many of the registers and records kept by a company. Our note summarises what records a company needs to keep and where, as well as who can have access to them. Personal informationSome personal... Read more
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Type: Checklist
Competition law summary
The penalties for falling foul of competition law can be significant. Our summary gives you the facts, as well as tips on what to look out for. The prohibitionsCompetition law seeks to create a level playing field in business by prohibiting anti-competitive practices. It prohibits anti-competitive agreements,... Read more
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Type: Document
Intellectual property rights summary
IP refers to the ownership of ideas and their representation. It is often a company's greatest asset and requires protection. Use our summary to identify what IP rights you have and how to protect them.FormRepresentations of ideas can take many forms, from original written material, designs, logos, inventions... Read more
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Type: Checklist
Modern slavery and human trafficking statement
Larger companies have to produce a statement setting out what they do to ensure that there is no modern slavery or human trafficking in their business or supply chain. Use our drafting notes to help put the statement together.Which companies need a statement?The legal requirement under s.54 Modern Slavery... Read more
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Type: Document
Joint ventures summary
If you have a business idea but need some third party input to bring it to fruition, a joint venture might be the solution. Our summary takes you through the key points to consider.What is a joint venture?A joint venture (JV) describes a collaboration between two or more separate businesses for the purposes... Read more
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Type: Document
Dormant companies summary
Why would you want a dormant company, and are there any requirements associated with one? Just sleepingA dormant company is one that is does not trade, so why keep it on the register? Sometimes it's accidental - a business fizzles out, key management move on to something else or retire and the company... Read more
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Type: Document
Strike off and dissolution summary
A company that is no longer active can be struck off and dissolved. Our summary explains how. What to do with a defunct companyThere are plenty of situations in which a company ceases trading, but what next? Whether it's a family-run company whose directors want to retire but there is no one to take... Read more
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Type: Document
Corporate insolvency procedures summary
Corporate insolvency is littered with technical jargon. Use our summary table to make sense of it all. Insolvency basicsMost business professionals come across corporate insolvency at some point. Whether your company is facing financial difficulties or it is the creditor of such a company, use our summary... Read more
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Type: Document
Raising additional finance summary
When your company needs additional finance, what are your options? Our summary takes a look at the pros and cons of debt and equity finance. Do your homeworkThe key to finding the right additional finance for your company is to know what your business needs and what it might qualify for. If you are borrowing... Read more
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Type: Document
Company director's loan agreement
Your company has agreed to make a loan to one of the directors. Use our model loan agreement to get the terms agreed in writing.Helping handLoans to directors are permitted, as long as the shareholders are given basic information about them and they consent to them being made. Often, the terms of such... Read more
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Type: Agreement
Shadow director checklist
Shadow directors can have as much influence over a company as properly appointed directors. What is a shadow director and what are the consequences of being one?What is a shadow director?The Companies Act 2006 defines a shadow director as someone in accordance with whose directions or instructions a... Read more
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Type: Checklist
Written record of decision by sole shareholder
It's common for small companies to have a sole shareholder. If your company does, one of the special rules that applies is the requirement to make a written record of any decisions made by the shareholder. Special rulesOne of the requirements in place to keep the identity of the company separate from... Read more
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Type: Document
Companies House filing
There are several occasions that call for documents to be filed at Companies House. Use our checklist to make sure your documents are accepted. Delivery methodsIt is now possible to file most of the common documents at Companies House online. This offers companies a quick and easy filing method. If you... Read more
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Type: Checklist
Memorandum of contract between company and sole shareholder
It's common for small companies to have a sole shareholder. If your company does, one of the special rules that applies is the requirement to keep a written record of any contract that the company enters into with the sole shareholder, if they are also a director. Special rulesSole shareholder companies... Read more
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Type: Document
Sole shareholder checklist
It's common for small companies to have a sole shareholder. Our checklist takes you through the special rules that apply. Special rulesIt may seem artificial to separate out the identities of a company and its sole shareholder, but this is essential to preserve the company's legal personality. Making... Read more
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Type: Checklist
Companies House forms
Companies must keep the records at Companies House up to date with certain changes. Use our handy table to make sure you know what to file and when.What needs filing?Broadly speaking, if there is a significant change in a company's make-up, Companies House will need to be notified. Companies House produces... Read more
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Type: Checklist
Consequences of breach of duty
What action can your company take if one of the directors acts in breach of duty? Use our summary table to weigh up the options.Company's optionsThe action your company takes to address a director's wrongdoing largely depends on the seriousness of the breach and the desired outcome. For example, if you... Read more
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Type: Form
Types of authority to act on behalf of a company
When you do business with another company, you want to make sure that the person you are dealing with has the authority act so that any contract you enter into is valid. We take you through the points to consider. Types of authorityThere are three types of legal authority that a director or other person... Read more
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Type: Flow chart
Shareholder written resolution to ratify director's breach of duty
Even when a director has acted in breach of duty, their company may decide to excuse and legitimise their actions. Shareholder approvalWhen a director is in breach of duty the company will often take action against them. On the other hand, the company may decide not to - perhaps the matter has been settled... Read more
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Type: Letter
Board decisions checklist
Board decisions can be made in one of three ways: at a meeting, by written resolution or informally. Whatever method is used, use our checklist to make sure the decisions are valid.Decisions, decisionsBoard decisions are usually made in the form of resolutions, passed either at a board meeting or as... Read more
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Type: Checklist
Disqualification summary
Directors can be disqualified from office for a range of reasons. Use our summary to make sure that your board is aware of what can give rise to disqualification and what to do if a person is disqualified. When can a director be disqualified?Disqualification can be imposed in a wide range of circumstances,... Read more
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Type: Checklist
Shareholder meeting timetable
There are many deadlines surrounding a shareholder meeting. Use our timetable to help you keep track.DeadlinesMost of the deadlines set out in the timetable are found in the Companies Act 2006. Check your company's articles to see if, where this is allowed, alternative deadlines are set, or whether additional... Read more
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Type: Checklist
Delegation of directorial powers
There are different ways in which the powers and functions of the board or an individual director can be delegated. Use our checklist to make sure the delegation is valid. Delegation of board's powersIt is common for a company's board to delegate particular powers and functions either to a committee... Read more
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Type: Document
Appointing an alternate director
If permitted by the company's articles, directors can appoint an alternative to stand in their place. When is this sort of delegation appropriate and how do you go about it?What is an alternate director?An alternate director takes over the office and functions of their appointor. This sort of delegation... Read more
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Type: Letter
Written resolution on shareholder requisition
Most written resolutions are proposed by the board. The Companies Act 2006 also enables shareholders to require the board to circulate a written resolution. Our models show you how this can be done and how the company needs to respond.Shareholder requisitionAs many private companies choose not to hold... Read more
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Type: Letter
Written resolution procedure
Passing a shareholder resolution using the written resolution procedure is a convenient alternative to calling a shareholder meeting. We take you through the process.Written resolution or meeting?In many cases, obtaining shareholder approval using a written resolution offers a simpler, cheaper and more... Read more
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Type: Procedure
Written resolution to approve substantial property transaction
The shareholders' consent is required for "substantial property transactions" between a director and the company. In most cases, a written resolution will be the easiest way of achieving this. Substantial property transactionIf a director of a company or its holding company, or a person/company connected... Read more
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Type: Form
Substantial property transaction checklist
Certain transactions between a company and its director cannot be entered into without the shareholders' approval. Use our checklist to see whether you're dealing with a substantial property transaction. DefinitionsA "substantial property transaction" is a particular category of contract or transaction... Read more
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Type: Checklist
Written resolution to approve loan to a director
The shareholders' consent is required for loans to a director, and similar financial help. In most cases, a written resolution will be the easiest way of doing so. Shareholder approvalIf a company decides to loan a director money over a certain amount, shareholder consent is required. The requirement... Read more
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Type: Form
Written board resolution
Written board resolutions are common, especially in smaller companies. Check your company's articles to make sure they can be used, and use our model to put the resolution to the board.Basic requirementsThe articles of a company may allow the board to make decisions in writing, and this will be particularly... Read more
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Type: Form
Written resolution
Written resolutions can be used for the vast majority of shareholder decisions. Our blank model sets out the form for the resolution, which you can adapt to the decision in question.Using a written resolutionPrivate companies can use the written resolution procedure set out in the Companies Act 2006,... Read more
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Type: Form
Stock transfer form
Where a shareholder wants to sell their shares in the company, or give them away, they will need to complete a "stock transfer form". Statutory formThis is a statutory form that needs to be filled out when a shareholder sells their shares or gives them away. Usually, the company supplies the form to... Read more
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Type: Form
Sole director checklist
There are some specific things sole directors need to be aware of to ensure that their acts are valid and they do not incur personal liability.All by myselfHaving a sole director can work very well for lots of small companies. However, you will have to make sure that the company's articles allow this... Read more
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Type: Checklist
Shareholder resolutions summary
There are two main types of shareholder resolution. Use our summary table to make sure you are meeting the various requirements to ensure that your shareholders' decisions are valid.Which resolution?Shareholders' decisions are made by resolution. The type of resolution depends on the decision in question.... Read more
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Type: Document
Shareholders' rights summary
Many companies are unaware of the full extent of their shareholders' rights. It is important that companies can respond appropriately to attempts to exercise these rights, for example by knowing the relevant thresholds for doing so. Our summary sets out the key information.Standard rightsShareholders'... Read more
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Type: Document
Shareholder resolution at a meeting
This model can be used to record decisions made at shareholder meetings for a company's own records and to file at Companies House if necessary. Record keepingShareholders' decisions are made by resolution. This model is suitable for recording resolutions made at meetings; see the Written Resolution... Read more
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Type: Form
Online terms and conditions - sale of services to a consumer
 Online terms and conditions - sale of services to a consumerSelling services via a website to a consumer is regarded as a distance contract and so is subject to the Consumer Contracts (Information, Cancellation and Additional Charges Regulations 2013.  They provide a consumer with a right to cool... Read more
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Type: Document
Online terms and conditions - business to consumer - sale of goods contract
Having your own website and selling your goods or services over the Internet is a "must" for many businesses. Even though it's a different medium for doing business, it's still vital to have terms and conditions in place. Use our model contract to set yourself up as an e-trader. Make sure it sticksThe... Read more
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Type: Miscellaneous
Share transfer checklist
There are a several steps involved in transferring shares. Our checklist takes you through what the shareholder and company need to do. Selling or giving away sharesA share transfer is the process by which a shareholder (the "transferor") sells their shares or gives them away. So that the transfer is... Read more
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Type: Checklist
Register of directors and directors' residential addresses
Register of directors and register of directors' residential addressesAll companies must keep separate registers of directors and their residential addresses. Make sure yours is in the right format and includes all the relevant information.Why two registers? Keeping directors' residential addresses on... Read more
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Type: Form
Register of shareholders
All companies must keep a register of shareholders. Make sure yours is in the right format and includes all the relevant information.RequirementEvery company must keep a register of shareholders (also known as members). The information that the Companies Act 2006 requires to be recorded for each shareholder... Read more
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Type: Form
Register of secretaries
All companies with a secretary must keep a register of their details. Make sure yours is in the right format and includes all the relevant information.Do we need to have a secretary?For private companies, there is no legal obligation to have a secretary. However, many private companies still choose to... Read more
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Type: Form
Revocation of proxy appointment
Shareholders have the right to appoint proxies to attend a meeting on their behalf. What if they can attend after all?Withdrawing the appointmentA shareholder who has appointed a proxy can revoke the appointment at any time before the meeting. They should do so by submitting a notice to the company revoking... Read more
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Type: Letter
Share certificate
A company needs to issue a share certificate for newly created shares and whenever a shareholder transfers their shares to another. EvidenceA share certificate is evidence of a shareholder's title to their shares. It is therefore an important document. When a shareholder sells their shares, or gives... Read more
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Type: Document
Proxy appointment form
When a company holds a shareholder meeting, it needs to give shareholders who can't attend the chance to appoint a proxy to attend and vote for them. Use our model to make sure the appointment includes all the relevant information. RequirementA proxy is a person appointed by a shareholder to attend,... Read more
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Type: Form
Notice to board of director's interests
Most directors need to disclose an actual or potential conflict of interest to the board. Our model shows you how. Duty to discloseDirectors must disclose to the board their interests in any proposed or existing transaction or arrangement. As the scope of "interests" is so wide (see the Directors' Conflict... Read more
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Type: Notice
Notice to shareholders that information is available on the company's website
Companies can make information available to their shareholders on their websites. When new information is added, the company must inform shareholders that it is available and how they can access it.ConsentWhen the company makes information available on the website, it must check which shareholders:consent... Read more
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Type: Notice
Obtaining shareholder consent to e-communication flow chart
If a company wishes to send notices and other information to shareholders electronically, it must obtain its shareholders' consent. Our flow chart explains the process.Company websites and e-mailsIf a company needs to send out lengthy documents to their shareholders, such as accounts and reports, even... Read more
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Type: Flow chart
Ordinary resolution to remove a director from office
You have followed the procedure to remove a director from office. Our model shows you how to record that decision.Removal procedureUnless the articles state otherwise, shareholders can remove a director from office by ordinary resolution. However, the correct procedure must be followed to ensure that... Read more
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Type: Form
Written ordinary resolution to approve final dividend
Only shareholders can approve the payment of a final dividend. The articles usually call for an ordinary resolution, which can be passed in writing or at a shareholders' meeting. Using a written resolutionThis model is for a resolution to be passed using the statutory written resolution procedure. Private... Read more
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Type: Form
Notice to a director of a shareholder proposal to remove them from office
If the company receives special notice that the shareholders intend to remove a director from office, it needs to notify the director concerned. Use our model to make sure you pass on all the relevant information. Special noticeIf the shareholders intend to remove a director from office, they need to... Read more
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Type: Notice
Compliance with the General Data Protection Regulation - letter to suppliers
You may need to write to organisations that you share data with, e.g. suppliers, to remind them about the General Data Protection Regulation (GDPR) and its obligations.  Why send a letter?This is an important exercise to do, because, not least, you'll need to be satisfied that if you're going to carry... Read more
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Type: Letter
Memorandum of terms of loan to director
If you need the shareholders' consent for a loan or similar financial help that the company is planning to give to a director, you must provide them with certain details of the transaction. Use our model to make sure the shareholders have the information they need.Financial helpLoans and similar financial... Read more
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Type: Document
Company dividend voucher
When your company pays a dividend it should provide each of the receiving shareholders with a dividend voucher as a receipt for their records.Issue a voucherWhile not strictly necessary under company law, it's advisable for a company to issue a dividend voucher for each dividend (interim or final). This... Read more
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Type: Letter
Loans to directors checklist
It is common for companies to help their directors out financially. This is permitted by the Companies Act 2006, as long as the shareholders consent. Our checklist takes you through the process. Financial helpIf a company decides to lend a director money over a certain amount, this triggers the requirement... Read more
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Type: Checklist
Invitation to shareholders to consent to e-communication
Companies sometimes have to send documents out to their shareholders. Many companies choose to do this via a website or by e-mail, in which case they need each shareholder's consent.E-mailsFor smaller companies, it can be convenient to share information with shareholders via e-mail, as this cuts down... Read more
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Type: Letter
Company dividend checklist
There are a several steps involved in paying dividends to shareholders. Our checklist takes you through the process. DividendsDividends are often paid in cash to shareholders, but can be credited to a director shareholder's loan account. Dividends can take the form of a non-cash asset (known as a "distribution... Read more
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Type: Checklist
Inspecting the register of shareholders checklist
The register of shareholders can be inspected by shareholders and non-shareholders alike. Our checklist takes you through the procedure.RequestAnyone wishing to inspect the register of shareholders must make a formal request to the company. They can also request that the register, or a certain part of... Read more
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Type: Checklist
Board meeting minutes
Companies have to record what happens at board meetings. This helps to keep track of what was decided and when, and the minutes can also be referred to if there is any challenge to how a decision was made. Basic requirementThe Companies Act 2006 requires minutes of board meetings to be taken and kept... Read more
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Type: Document
Company secretary checklist
Private companies don't need to have a secretary, but many still choose to do so. Does your company need one? Use our checklist to help consider the options.RoleWhether your company decides to appoint a secretary or not will largely depend on its needs. In larger companies, it can be a full or part-time... Read more
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Type: Checklist
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Type: Checklist
Board resolution to establish committee
Companies set up committees of the board for different reasons, for example to streamline decision making or to oversee a project. Use our model to help ensure that you have covered all the relevant points.Setting up a committeeAs a subsection of the board, a committee obtains its powers from the board... Read more
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Type: Document
Deceased or bankrupt shareholder summary
If one of your shareholders dies or is declared bankrupt, their assets pass to the person appointed to deal with their estate. So what do you do about their shares?RepresentativesIf a shareholder dies, a personal representative takes over their estate to deal with it according to their will or the rules... Read more
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Type: Flow chart
Directors' conflict of interest flow chart
Most directors will encounter a conflict of interest, or be in the position of a potential conflict arising, at some point while in office. It is important that directors know what to do in this situation so that their decisions and those of the board remain valid. Use our flow chart to stay on the right... Read more
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Type: Flow chart
Notice of class meeting
It may be necessary to call a meeting of a class of shareholders to decide matters only relevant to their class of shares. Use our model to give notice.Holding a class meetingClass meetings are usually held separately from general meetings. The procedure is likely to follow that for a general meeting,... Read more
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Type: Notice
Distribution flow chart
A company doing well will usually be expected to make distributions to its shareholders. Our flow chart takes you through the process of assessing whether a distribution can lawfully be made.What is a distribution?"Distribution" is the general term for payments made by a company to its shareholders based... Read more
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Type: Flow chart
Minute of board resolution to pay interim dividend
Directors can usually pay interim dividends without approval of the shareholders. This decision must be properly documented in the board minutes. Our model shows you how.AccountsThe board minutes record that the directors properly considered the company's financial position to check that the dividend... Read more
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Type: Document
Minute of board resolution to recommend final dividend
Only shareholders can approve the payment of a final dividend. However, it must be recommended by the directors first, on the basis of a careful consideration of the company's financial situation. Our model shows you how to document this decision.RecommendationIn most companies, the articles call for... Read more
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Type: Document
Preparing to issue shares checklist
Issuing new shares in a company is an important step, so you want to make sure you get it right. Use our checklist to make sure you have all the preparatory steps covered.Issuing new sharesA company may wish to issue new shares for a variety of reasons. For example, they may be issued to directors or... Read more
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Type: Checklist
Board resolution to allot shares
Minute of board resolution to allot sharesAn allotment of shares must be properly recorded in the board minutes. Our model shows you how.Allotting sharesOnce all of the necessary permissions are in place, the actual allotment of shares is made by the board. This must be properly minuted and recorded.... Read more
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Type: Document
Written resolution to disapply pre-emption rights
If a company wants to allot new shares without first offering them to the existing shareholders, it will usually need to authorise the directors to disapply these pre-emption rights. Our model sets out a sample form of resolution.Allotting sharesThe Companies Act 2006 sets out pre-emption rights that... Read more
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Type: Document
Variation of class rights checklist
From time to time you may need to alter the rights attached to a class of shares. Our checklist helps you make sure you follow the correct procedure.What is a variation of class rights?A variation of class rights involves a change in the legal rights attached to a class of shares. Some companies find... Read more
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Type: Checklist
Special resolution of a class of shareholders to vary their class rights
If a company needs to vary the rights of a class of its shareholders, it must to obtain the consent of that class. Our model sets out a sample special class resolution to achieve this. Class rightsClass rights are those rights that define a particular group of shares. For example, they may be rights... Read more
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Type: Document
Written resolution to authorise directors to allot shares
Directors need the shareholders' authorisation to allot shares. Our model sets out a sample form of resolution.Allotting sharesThe Companies Act 2006 allows directors to allot shares in their companies, but only with the shareholders' authorisation. If your private company was incorporated on/after 1... Read more
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Type: Document
GDPR privacy notice
GDPR - privacy noticeUnder data protection legislation certain information must be supplied to individuals regarding the processing of their personal data. All this information can be put in a privacy notice.thought processWhen putting your privacy notice together, go through the following thought process:... Read more
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Type: Notice
Example website wording for processing data relying on legitimate business interests
Even if you're relying on a legitimate interest to undertake direct marketing, don't forget that you must flag up very clearly that the data subject has the right to opt-out at any time. This example wording covers what you need to say. What are legitimate interests?If you are a private sector organisation,... Read more
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Type: Document
Example of an opt-in for direct marketing
When you're first collecting someone's personal data, find out what they are prepared to allow you to do with it.   Postal marketingThe General Data Protection Regulation (GDPR) specifically says that direct marketing may be regarded as a legitimate interest. Using legitimate interests as a lawful... Read more
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Type: Document
Master share wording
Master shares are useful if one key shareholder needs to retain control of particular decisions. Our model sets out sample wording that can be added to your articles for this type of share.What is a master share?The rights of particular classes of share are described by comparison to those attached to... Read more
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Type: Document
Preference shares wording
Preference shares provide a way of giving certain shareholders a share of the company's profits. Our model sets out sample wording that can be added to your articles setting out the most common preference share rights.What are preference shares?The rights of particular classes of share are described... Read more
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Type: Document
Glossary - shares
Allotment or issue? Called-up or paid-up? Shares terminology can be a bit of a minefield. Our glossary provides a quick reference to help interpret the documentation.Terminology trialsYou might come across some of the terms in our glossary in your regular company paperwork, articles or Companies House... Read more
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Type: Document
Statutory model articles for private companies limited by guarantee
Statutory model articles forprivate companies limited by guaranteeIf you are setting up a not-for-profit organisation, a company limited by guarantee may be the form for you. The statutory model articles set out a template for the rules governing your company.What is a company limited by guarantee?A... Read more
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Type: Document
Statutory model articles for public companies
Statutory model articles forpublic companiesYour company is doing well and you decide to convert to a public company. You'll need to change your articles to reflect the additional requirements on public companies. The statutory model articles are a good place to start.What is a public company?Public... Read more
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Type: Document
Checklist for re-registering as a public company
A private company on the up may decide to convert to a public company. Our checklist and model resolution take you through the process.Why convert?A private company may decide that the time is right to re-register as a public company so that it can offer its shares to the public. It may be aiming for... Read more
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Type: Checklist
Written resolution to alter company's articles of association
You need to change your company's articles. This requires the shareholders' approval, but you don't have to call a meeting. Use our written resolution model.AdviceThe Companies Act 2006 calls for a special resolution to make changes to a company's articles because it is such a key decision. This requires... Read more
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Type: Document
Checklist for altering the company's articles of association
During the life of a company, there are many situations that call for a change to the articles. How do you go about this? Our checklist takes you through it.Why change?When a company is first incorporated, its first shareholders agree how it should be run. This agreement forms the articles of association.... Read more
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Type: Checklist
Checklist for re-registering as a public company
A private company on the up may decide to convert to a public company. Our checklist and model resolution take you through the process.Why convert?A private company may decide that the time is right to re-register as a public company so that it can offer its shares to the public. It may be aiming for... Read more
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Type: Checklist
Memorandum and articles of association - private companies
Memorandum and articles of associationAll limited companies have a memorandum and articles of association.  Our model gives you a starting point that you can tailor to your company's needs. What's a memorandum?The memorandum simply states the subscribers' wish to form a company, agree to become members... Read more
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Type: Procedure
Written resolution to change name
Written resolution to change company's nameYour company needs a new image. You need the shareholders' consent to change its name, but you don't have to call a meeting. Use our written resolution model.AdviceThe Companies Act 2006 calls for a special resolution to change a company's name because it is... Read more
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Type: Document
Change of name checklist
Change of company name checklistYou have decided to revamp your company with a change of name. Make sure the process goes smoothly and the change is accepted by Companies House by following our checklist. adviceThere are many situations in a company's life that call for a change of name. For example,... Read more
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Type: Checklist
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Type: Checklist
Resolution of general meeting to approve a loan to a director
Companies can make loans to their directors, provided a memorandum setting out the terms and purpose of the loan has been approved by the company's shareholders.Loan approvalTo obtain the shareholders' approval, either use the traditional method of calling and holding a general meeting to pass what will... Read more
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Type: Miscellaneous
Tenancy at will
If you want to allow someone to occupy your business premises whilst the new lease is sorted out, consider using this form of agreement to protect your position.AdviceSometimes, when you're renting out business property, there's a need for a short agreement just to tie you over until the main contract... Read more
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Type: Agreement
The business lease whole of building
The business lease (whole of building)If you own the freehold to business premises, then you might, at some stage, want to rent out to a tenant. To do this properly and make your life easier, you'll need a business lease drawn up. Use our form of lease to enable you to do this safely.Why bother putting... Read more
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Type: Miscellaneous
Licence to assign
Your landlord's given you the nod to assign your lease. To ensure that there's no dispute that their permission has been granted, it's standard practice for all the parties to enter into a licence to assign at the same time as the lease is assigned.AdviceAll the licence does is to record the landlord's... Read more
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Type: Agreement
Sublease
You may not be in a position to find anyone to take over the remaining term of your lease. However, there's every possibility that you may be able to find a tenant who's prepared to take a lease for a shorter period - a sublet. Use our form to enable you to sublet your premises.AdviceA sublease is quite... Read more
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Type: Miscellaneous
Licence to sublet
Your landlord's given you the go-ahead to sublet your premises. He will insist that you enter into a licence to sublet. Make sure you use the correct form for maximum protection and flexibility.AdviceIf your lease provides that your landlord's permission is needed before you can sublet the premises,... Read more
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Type: Agreement
Licence to occupy - landlord and tenant
Licence to occupyYou may want to allow a third party to share your business premises yet ensure you're not stuck with someone that you can't easily get rid of. A licence may be the answer and give youthe best of both worlds.LicenceThe beauty of a licence is that it's not a tenancy and therefore the... Read more
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Type: Agreement
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Type: Letter
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Type: Letter
Sale of goods agreement
 Sale of goods agreementBusinesses are generally free to enter into contracts on whatever terms they see fit to agree. However, The Sale of Goods Act 1979 underpins any transactions that involve goods being sold.  This is not to be confused with the Consumer Rights Act 2015, which only applies to contracts... Read more
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Type: Agreement
Purchase order
 Purchase orderA purchase order is literally what it says; an order is placed to buy a product or service. It's sensible to always use a purchase order because it reduces the chance of misunderstandings over what has been purchased.  PurposeIn addition to any existing terms and conditions, a purchase... Read more
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Type: Form
Assignment of intellectual property
 Assignment of intellectual property (IP)Different IP rights often subsist in a single work. For example, a list of personal data may be protected by copyright and database rights simultaneously, and a logo may be protected as both a trade mark and a copyright work. It is good practice to draft an assignment... Read more
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Type: Document
Affidavit
 AffidavitAn affidavit is a statement made voluntarily in writing. The party writing and signing it declares the facts stated to be true, and confirms this under oath. The affidavit needs to be signed before someone who is empowered to administer oaths, e.g. a solicitor.  What is their purpose?They're... Read more
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Type: Document
Loan agreement
 Loan agreement A loan agreement is created when a lender agrees to lend money to a borrower. It acts as an enforceable contract between the parties where the borrower must pay back the lender according to the terms set out in the agreement.When is a loan agreement used?A loan agreement can be used... Read more
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Type: Agreement
Letter ending a contract
 Letter ending a contractWhat do you need to do to end a contract?  First of all dig out the agreement to check whether you can end it or not and what, if anything, you have to do to put this into effect.  What sort of notice?  Check the contract carefully to see how much notice you have to give.... Read more
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Type: Letter
Business plan
 Business planA business plan is a written description of the future of your business. It's a document that tells the story of what you plan to do and how you plan to do it. There are some generally accepted conventions about what a full-blown business plan should include and how it should be presented. ... Read more
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Type: Document
Promissory note
 Promissory noteIf you are lending or borrowing money use this promissory note to create an unconditional promise to have the debt repaid. Creating a legally binding promissory note means you can feel protected because you have recorded the transaction and set out the repayment terms.What should be... Read more
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Type: Document
Terms and conditions for supply of services to business customers
  Terms and conditions for supply of services to business customersEnsure your business always has a written contract in place when you supply services to a third party.  Doing so will minimise the risk of disputes because you and your customers will know where you stand. These terms of service cover... Read more
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Type: Document
Cease and desist letter
Rather than rushing straight off to court if someone either defames you and or decides to use your intellectual property, you're expected to follow a reasonable and proportionate procedure by first writing to give them full details about your claim.  What you're essentially doing is requesting them... Read more
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Type: Letter
Letter of confidentiality - mutual
 Letter of confidentiality (mutual)Letters of confidentiality, like confidentiality agreements and non-disclosure agreements, aim to protect confidential information by requiring the recipient to keep it secret. A letter of confidentiality is really no different to a confidentiality agreement except... Read more
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Type: Letter
Employee and customer contact list
At any time your business could be faced with an emergency situation. So it's advisable to have copies of your essential business documents all in one place in an emergency box. A contact list is an important addition.Within the boxYour emergency box should contain documents and/or items that are specific... Read more
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Type: List
Heads of terms
 Heads of termsYou'll often find documents are created to set out the terms of a commercial transaction agreed in principle with a view to then creating a formal contract at a later date. Three of the many terms for such documents are "heads of terms", "letter of intent" and "memorandum of understanding". What... Read more
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Type: Document
Letter assigning a contract
 Letter assigning a contractIt's perfectly possible to assign a contract by using a letter.  But it's important to realise that you're still bound by the original contract.  All you're doing is assigning the benefits under the contract to the third party.  Most notably they are the concepts of novation... Read more
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Type: Letter
Notice of breach of covenant
 Notice of breach of covenantIf your tenant has broken one of the covenants in the lease, what happens next?  In essence, you have to serve what's called a s.146 Notice on them unless the breach is a non-payment of rent.  What type of breach?You're required to set out the details of the breach(s). ... Read more
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Type: Notice
Rent deposit deed
 Rent deposit deedIt's not just residential leases where deposits are paid by an incoming tenant. The same can happen with a new business lease, particularly where the new tenant either can't provide an appropriate guarantor, or they prove to be unacceptable to the landlord.  As an alternative, a deposit... Read more
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Type: Document
Distribution agreement
 Distribution agreementDistribution agreements are typically used as a low-risk means of expanding a business into new markets or territories. It is important for a supplier or manufacturer, when considering how best to market, sell or distribute its products, to be aware of the difference, in legal... Read more
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Type: Agreement
Invoice
  Invoice An invoice is a legal document of which you have to keep records by law. There is certain information that you must include on your invoices to meet the statutory requirements. The information that you will need to include will be greater if you are VAT registered or a limited company. What... Read more
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Type: Document
Break clause notice
 Break clause noticeA break clause in a business lease allows one or both parties to end the lease early, as long as certain conditions are met. No two leases are the same, so to ensure you get it right, always check the lease to see what it says about serving a notice.  For example, if it says the... Read more
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Type: Notice
Letter proposing payment by instalment
You're suffering a cash-flow problem and own money to a third party. You're reasonable confident that you can pay this off bit by bit over a period of time. ProposalIf you find yourself in this position consider writing to the creditor to explain your financial situation and offer a regular payment plan.To... Read more
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Type: Letter
Letter of intent
 Letter of intentLetters of intent are a way of expressing an intention to enter into a contract at a future date, usually on terms which have yet to be further negotiated and agreed.  Such communications are usually not intended to be legally binding.  They are often used where someone wants work... Read more
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Type: Letter
Partnership agreement
 Partnership agreementWhere two or more people set up a business with a view to making a profit, a partnership has been created whether or not a formal contract or deed has been executed.  However, if nothing is drawn up, it becomes a partnership at will, i.e. it can be ended at any time. Furthermore,... Read more
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Type: Agreement
Second debt recovery letter
 Second debt recovery letterYou're owed money and your customer hasn't responded to your first letter requesting payment.  You don't want to issue proceedings yet because it's an important customer and you can't really afford to lose their business. What to doIn these circumstances, it's perfectly... Read more
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Type: Letter
Office share agreement
  Office share agreementYou may have some spare office space that you believe you can share with another business and so ensure the space pays for itself.  Use an office share agreement to set out the arrangements. Great care needs to be used when setting up such an arrangement, not least so that... Read more
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Type: Agreement
Landlord's notice to exclude security of tenure
  Landlord's notice to exclude security of tenureIn a business lease it's possible for the landlord and tenant to agreed that there should be no security of tenure.  This is permitted under the Landlord and Tenant Act 1954 provided formal steps have been taken. This is sometimes known as "contracting... Read more
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Type: Notice
Compromise agreement - debt recovery
   Compromise agreementWhen trying to resolve a dispute, there's often a need to bepragmatic and agree a compromise solution. Use our agreementto achieve a binding settlement.AdviceUnder English law, where a debt is owed, payment of a lesser amount isn't seen as binding onthe creditor, unless there's... Read more
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Type: Agreement
Pre-enforcement agents letter
You've managed to get judgment and believe that the defendant has sufficient assets to be able to clear the debt. Use our letter to send to the defendant to request them to settle up before you send in the enforcement agents (bailiffs).AdviceApplying to the court to instruct the enforcement agents... Read more
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Type: Letter
Notice of intention to end partnership at will
For various reasons you want to leave the partnership. How is this done? Use our notice to make sure all the formalities are complied with.AdviceIf there's either no written partnership agreement, i.e. there's only a verbal agreement, or there's no provision in the agreement about termination, then you've... Read more
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Type: Notice
Terms and conditions of sale to a consumer
Follow best business practice by using this model of standard terms and conditions for supplying goods and services to your customers. Our form incorporates all the latest and best legal advice for staying ahead in your customer dealings.AdviceStandard terms of business should be sent to any new customers... Read more
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Type: Miscellaneous
Agreement to exclude security of tenure at least 14 days notice
Agreement to exclude security of tenure - at least 14 days' noticeBoth you and your prospective landlord have done a deal whereby you agree that your new lease is to exclude the provisions of the Landlord and Tenant 1954 Act. Use our form to achieve this.AdviceIt's perfectly legal to exclude the Act... Read more
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Type: Agreement
Special notice for the removal of a director
If you lose confidence in one of your directors and need to replace them, use our quick guide to the procedure.It sometimes happens that members of a company lose confidence in a director. A quiet word in their ear may be enough to persuade them to resign. But what if they refuse? How do you go about... Read more
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Type: Notice
Letter to solicitors
If you have a major dispute with someone, perhaps a customer or supplier, they may put their solicitors on the case before issuing legal proceedings. Our simple letter shows how you should respond without prejudicing your position.AdviceIf any legal matters are issued against you, an immediate written... Read more
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Type: Letter
Request to court for payment of judgment post admission
Request for payment of judgment post-admissionThe defendant's admitted your claim and made an offer to pay which you find unacceptable. Use our letter to send to the court together with Form N205A giving your reasons why.AdviceThe defendant's completed and returned Form N9A (admission form) and also... Read more
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Type: Letter
Assignment of business lease
You want to get rid of your existing lease to a third party who's keen to take it over. This is called assigning the lease. Our document enables you to do just this.AdviceBefore going ahead with your plans, you must first check your lease to see if you're even allowed to assign it. If your lease says... Read more
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Type: Miscellaneous
Acceptance of proposal to settle debt
You're in the middle of litigation with a court hearing pending. You've just succeeded in settling your claim with the other side. Use our letter to wrap things up and bring about a conclusion to your case.AdviceSettling a case by confirming things in writing acts like a contract - there's an offer and... Read more
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Type: Letter
Copyright licence agreement
You're always being asked whether other businesses can copy some of your material. In the past you've agreed without ever formalising the arrangement or charging a fee. Our model copyright licence agreement shows what you should be using in future. Why bother?It's a good question. There's more than enough... Read more
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Type: Agreement
Letter to court enclosing form N1
You're all set to issue your claim. Use our letter to the court - it will also act as a prompt to remind you what else you need to enclose to get your claim underway.AdviceAll claims have to be sent to the County Court Money Claims Centre either online at https://www.moneyclaim.gov.uk/web/mcol/welcome... Read more
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Type: Letter
Acknowledgement of alteration of terms to an order
If your customer orders some goods but then subsequently changes their mind and decides to alter the terms of the order, use this letter to protect your position.AdviceMost order changes are made by phone and fax. But often the customer does not confirm the new position in writing, which may lead to... Read more
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Type: Letter
Service occupancy
You're about to recruit a new employee. As part of the package, you want to throw in some accommodation. Use our form of agreement to do this correctly.AdviceHaving offered accommodation with the job, you want the ability to ensure that the employee leaves with the minimum of fuss. To achieve this,... Read more
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Type: Miscellaneous
Notice of AGM for private limited company
Private limited companies don't have to hold an AGM unless the company's articles insist on one taking place. However, there's nothing to stop a company from holding one if it wishes.AdvantagesOne of the main purposes of the AGM is for the members to hold the directors to account for their performance... Read more
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Type: Notice
Conditions of settlement of invoice
If you did not (or forgot to) give your customer your standard terms and conditions before you delivered their order to them, and there's a problem, you may be able to put some conditions of settlement on the back of your invoices.IncorporateIt will generally be too late to incorporate written terms... Read more
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Type: Miscellaneous
Licence to make alterations
You need to carry out some alterations to your premises. Your landlord's now given you the nod. Use our form to set out in detail what's been agreed between you so as to avoid any future misunderstandings.AdviceAs with almost anything you do as a tenant, you must always check your lease to see what's... Read more
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Type: Agreement
Letter to request court to enter judgment in default fixed amount
Letter to request court to enter judgment in default - fixed amountYou've issued your claim for an unpaid debt. The defendant hasn't filed a defence within the permitted timescale. Use our letter to send to court together with Form N225 in order to enter judgment in default.AdviceIf you requested the... Read more
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Type: Letter
Minutes of a general meeting
All companies must keep minutes of all proceedings of general meetings (GM). Make sure that your company records are kept in good order and up-to-date by using and completing our form at the end of each meeting.How's it done?Unless the company only has one member, subject to the articles saying otherwise,... Read more
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Type: Miscellaneous
Letter to court to enter judgment not a fixed amount
Letter to court to request judgment - not a fixed amountYou've issued a claim but you're not in a position to fix the amount. The defendant's not filed a defence. Use our letter to send to the court with Form N205B to enter judgment against them in default.AdviceIf you weren't able to quantify the amount... Read more
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Type: Letter
Form 3 New Section 26 request
Form 3 - New Section 26 requestYour lease is due to end in the near future and you'd like to be able stay on in your current premises. Use our notice to make an official request to your landlord for this to happen.AdviceUnder the Landlord and Tenant Act 1954 ("the Act") it's perfectly possibly for a... Read more
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Type: Miscellaneous
Subcontracting agreement
If you want to subcontract part of your job, use this form of contract to ensure you protect your position against subsequent claims against you by the subcontractor.Advice 1Ensure that the subcontractor gives full details of the services they are to provide in clause 1 and the date by which they will... Read more
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Type: Agreement
Assignment of contract debt
 Assignment of contract debtPerhaps you've had enough of chasing a particular debt and have found someone who's prepared to pay you to take it off your hands? If so, use our form to formally assign the debt.AdviceAssigning a debt is dead easy. Once you've found someone who's prepared to take it over,... Read more
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Type: Miscellaneous
Minute - appointment of directors
Minute - appointment of director(s)The company is looking to appoint a new director. Use our draft minutes to ensure that everything's above board in the boardroom.AdviceBefore the current directors decide to appoint a new director to the board, it's as well to check beforehand that they've actually... Read more
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Type: Document
Agreement to exclude security of tenure less than 14 days notice
Agreement to exclude security of tenure - less than 14 days' noticeYou've found the premises you like and agreed terms with the landlord - you're also contracting out of the Landlord and Tenant 1954. However, you're in a tearing hurry to get in and can't hang around for 14 days to elapse before your... Read more
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Type: Agreement
Instalment agreement
There's no argument that you're owed money. However, the debtor can't pay you in one lump sum so they offer to pay by instalments. You're happy to accept their offer. Use our agreement to mark the spot and conclude matters.AdvicePayment by instalment is a perfectly acceptable way of clearing a debt.... Read more
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Type: Agreement
Deed of surrender
Your landlord's agreed that you can bring the lease to an end. To do this you'd be well advised to enter into a deed of surrender. Use our precedent to do it formally and safely.AdviceUnless your landlord's in breach of covenant, the only way that you can end your lease is with their permission. Unless... Read more
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Type: Miscellaneous
Defective goods notice
If your supplier delivers defective goods to your business, which you wish to reject entirely, use our letter to protect your position under the contract and to give you the edge in any dispute.AdviceThe onus is on you to advise the supplier that the goods are faulty by rejecting delivery (subject to... Read more
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Type: Letter
Wording for articles to enable the company to use E-communication
The Companies Act 2006 allows for companies to use the Internet etc. in order to communicate with its members.  One way this can be done is by changing the company's articles if they don't already allow this to happen.  Check the articlesTo communicate with shareholders online, firstly check the company's... Read more
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Type: Document
Notice of general meeting
The articles of the company will give the directors the power to call a general meeting (GM) of the company's members (shareholders) in order to try to pass important decisions (resolutions). Use our notice to summon the company's shareholders to such a meeting, if the need arises.Reason for meetingIf... Read more
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Type: Notice
Notice of general meeting to change company name
You've decided that the company needs a new image. This involves a change of name. The shareholders must sanction this. Use our notice to hold a general meeting to do just this.AdviceA company can change its name by the shareholders passing a "special resolution" at a general meeting (GM) or as provided... Read more
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Type: Notice
Notice to directors of ordinary board meeting
If you're involved in running a company, it's vital to have regular meetings and also to ensure an accurate record or what was discussed and agreed is kept.ProcedureThere are no statutory requirements laid down about either the need to hold board meetings or how they're to be conducted. However, the... Read more
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Type: Notice
Shareholders' agreement
If you're aiming to run a company with the minimum of fuss and to steer clear of disputes, then having a shareholders' agreement in place will help you to achieve this. Our model agreement addresses the issues and provides appropriate solutions.What is a shareholders' agreement?Basically, it's a contract... Read more
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Type: Agreement
Admission of new partner to existing partnership
You've decided at allow a new partner to join the partnership. Use our agreement to ensure that the new partner is correctly integrated without creating problems in the future.AdviceIt's not compulsory to have a written partnership agreement. Nonetheless, it makes sense to have one, not least so that... Read more
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Type: Miscellaneous
Dissolution of partnership
You've broken the news to the partners that you're leaving the partnership. It's now time to sort out the nitty-gritty. Use our deed of dissolution to focus on what's important and to ensure that all the loose ends are tied up before you go.AdviceDissolution occurs when the partnership ends. If the partnership... Read more
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Type: Miscellaneous
Invoice reminder letter
If your customer has failed to pay your invoice (and you know the quality of your work and materials is good and that there is no business reason why they haven't paid), use this reminder letter to encourage payment and to cover your legal position should the matter come to court.Purpose of letterIn... Read more
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Type: Letter
Demand to guarantor
If you've lent money to someone, either personally or through your business, that has been guaranteed by a third party, and you want to call in your debt, use this letter to demand payment by the guarantor.Joint and several liability?If there is more than one guarantor, each of them will be fully liable,... Read more
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Type: Letter
Unsolicited goods
It's not uncommon to be sent goods that you haven't actually ordered. These are known as "unsolicited goods". If this happens to you, send our letter in response to ensure you're not lumbered with something you end up paying for.AdviceIf you receive something out of the blue that you're sure that you... Read more
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Type: Letter
Appointment of non-executive director
You want to add to the expertise of the company by appointing a non-executive director. Use our letter of appointment to deal with all the important issues.AdviceExecutive directors are usually involved in the day-to-day running of the company, whereas a non-executive director only normally attends board... Read more
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Type: Letter
Letter before action for unpaid invoice
If your customer has failed to pay your invoice and failed to reply to your reminder letter, use this letter to encourage payment before the court process starts AND to give you the evidence required to win your case on the day of the hearing.AdviceOur letter before action should be used in tandem with... Read more
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Type: Letter
Notice to end partnership under provisions of partnership agreement
Notice to end partnership under the provisions of the partnership agreementYou're tied into a partnership. You've now decided to exit. Use our notice to do this correctly.AdviceIf you've entered into a written partnership agreement, the chances are that it will say how much notice you've got to give... Read more
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Type: Notice
Notice of general meeting to alter the articles of association of the company
You've checked the company's articles and think they need updating. This requires the consent of the existing shareholders. Use our notice to hold the GM in order to effect the proposed changes.AdviceTo alter the company's articles, the shareholders need to pass a "special resolution" at a general meeting... Read more
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Type: Notice
Guarantee
If you've a potential customer whose references aren't too clever, but you're still tempted to take them on board, why not consider taking a personal guarantee in order to give yourself extra security? Our form enables you to pursue this as an option and so provides you with some flexibility when it comes... Read more
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Type: Notice
Letter disputing an invoice
If you work on an informal basis with suppliers without the use of standard terms and conditions, use our letter to deal with any part of the supplier's invoice which you find unacceptable.How to protest?Say you have ordered some goods or services from a supplier. For one reason or another neither of... Read more
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Type: Letter
Agency agreement
If you wish to supply goods through a strict agency agreement with a retailer on a sale or return basis, use this form of agreement to protect your position.Our form of agreement seeks to protect the position of the principal (as the supplier of the goods) against the agent. (Note under this agreement... Read more
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Type: Agreement
Passing off letter
What can you do if you discover that another business is using either the same or a similar name to your own? In order to protect your name, use our letter to send as an opening shot, in the hope that litigation can be provided.AdviceIf another business tries to pinch your name, this is known as "passing... Read more
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Type: Letter
Form 1 New Section 25 Notice- landlord not opposing renewal
Form 1 - New Section 25 Notice: landlord not opposing renewalIf one of these arrives on your doormat, courtesy of your landlord, ignore it at your peril. Our draft notice gives you an idea what to expect with some advice on how to respond to it.AdviceUnless your lease has been "contracted out", i.e.... Read more
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Type: Miscellaneous
Request to bank to stop a cheque
Very occasionally and very much as a last resort you may need to act quickly to stop a cheque that you've just issued. Our letter, addressed to your bank manager, will help you achieve this safely.AdviceExtreme caution must be used if you're ever contemplating taking this step. This is because stopping... Read more
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Type: Letter
No contract
Chances are that at some time, another business will contact you claiming that you've entered into a verbal contract which you know nothing about! Our letter is designed to help you respond to such an allegation with the aim of putting this matter to bed.Verbal contractsYes, they do exist and are perfectly... Read more
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Type: Letter
Cancellation due to delay
Sometimes when you order goods, you need to ensure that they're delivered exactly at the date and time that you've specified. Use our letter so that this can be achieved.AdviceUnless you specify when goods are to be delivered - known as making time of the essence - if the seller fails to deliver on... Read more
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Type: Letter
Letter to liquidator
A business has gone bust owing you money and all seems lost. However they've not paid for the goods that you sold them. Use our letter to set the wheels in motion to help you try to recover your unpaid goods.Check the small printIn order to stand any chance of getting your goods back if a buyer goes... Read more
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Type: Letter
Commercial agents agreement
If you're looking to expand your business you may be thinking of appointing agents rather than taking on additional staff. Use our form of agreement to ensure that all angles are covered. Be carefulGone are the days when agents could be hired and fired without any real financial cost to your business.... Read more
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Type: Agreement
Letter of offer to settle by arbitration
If you have been in dispute with a customer or a supplier for some time and want to avoid the expense of going to court, try offering to settle the matter by arbitration.Purpose of letterArbitration hearings are rare because the parties usually end up settling their differences before the day of the... Read more
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Type: Letter
Customer satisfaction note
If you work in the customer service sector, or the building trades, head off customer disputes and get paid quicker by using our satisfaction note.Cover your positionAs your job comes to an end, but before you send out your invoice, ask your customer to inspect your work and sign the satisfaction note.... Read more
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Type: Miscellaneous
Agreement to use of electronic communications
The Companies Act allows communications between the company and its members by e-mail and through its website. The articles either have to allow this or the members need to pass a resolution.  Additionally, each individual member has to personally agree to this.   Send a letterA separate letter must... Read more
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Type: Agreement
Minute recording a director-s disclosure of interest
Minute recording a director's disclosure of interestDirectors must disclose any conflicts of interest to the board. Use our quick check to ensure that you don't get things wrong in the boardroom.AdviceThe basic rule is that a director has a duty to avoid a situation in which they have, or can have, a... Read more
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Type: Miscellaneous
Refusal of business terms letter
Use this letter to revise a supplier's terms and conditions which may be prejudicial to your position.Terms and conditionsYou have signed an order document which has no terms and conditions at all. The supplier then sends an invoice with some fairly onerous conditions. For example, although the supplier... Read more
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Type: Letter
Limited liability partnership agreement
You want the features of a partnership together with the benefits of "limited liability". You're therefore looking to form a limited liability partnership (LLP). Use our agreement as a basic framework.AdviceLimited liability partnerships (LLP) haven't been around that long. They're a cross between a... Read more
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Type: Agreement
Letter confirming insurance cover
If your employees regularly work on other business premises you may be asked for evidence of your public, and perhaps even your product liability, insurance cover.AdviceIn order not to delay the tendering process or even jeopardise an order being awarded at all, ask your insurance company or brokers... Read more
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Type: Letter
Minutes of an AGM
Minutes of your company's AGM should be more formal than those of your company's board meetings. InformationAll minutes must contain the following information:the name of the chairmanplace, date and time of meetingthe names of everyone present (and the number), including apologies for absenceminutes... Read more
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Type: Miscellaneous
Agreement to short notice of a general meeting
General meetings of a company (in other words, members' meetings as opposed to directors' board meetings) require certain formalities to be complied with in order to be valid.  Notice requirementOne of the key things to get right is giving the correct period of notice. For a general meeting, a company... Read more
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Type: Agreement
Notice that goods are ready
Are you holding on to goods that a customer has failed to collect? Or are you refusing to hand back the goods until you've been paid? If you've ever been in this position and wondered what to do next, these notices will enable you to take the appropriate steps to ensure that the goods are removed and... Read more
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Type: Notice
Trade reference request
Whenever you do business with anyone, particularly a new customer, it's very important you find out as much as possible about their financial position before you start trading with them. Our letter shows the questions you need ask of a referee in order to minimise the risk of getting caught out later.No... Read more
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Type: Letter
Directors' meeting to raise finance draft minutes
Directors' meeting to raise finance: draft minutesCompany law and good management determine the need for a directors' resolution to approve the raising of a bank loan. In practice the bank will insist on this formal documentation.AdviceEntering into a borrowing commitment is an important issue and... Read more
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Type: Miscellaneous
Demand for delivery of goods
If your company has ordered goods, and the supplier has failed to deliver, use our letter to protect your position and to ensure delivery takes place, failing which the purchase money is to be refunded.AdviceWhen ordering goods of any description, your standard terms and conditions should include a fixed... Read more
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Type: Letter
Requisition by a shareholder for a general meeting
This is a device that members can use to force the company to hold a general meeting in order to discuss a particular resolution(s) that the members want to debate and vote on.  It can also be used to get rid of an errant director.Important informationHaving given the company special notice (at least... Read more
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Type: Notice
Particulars of claim for a debt
You're owed money. After unsuccessfully begging and pleading, you've decided that the only way that you're going to get it is by suing the debtor. This involves setting out your claim so that both the court and the defendant know what you're after. Use our precedent to enable you to set out your claim... Read more
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Type: Miscellaneous
Resignation of a director relinquishing all claims
If a director leaves the company, whether by mutual consent or otherwise, the members of the company should, whenever possible, obtain their formal resignation.Protect the companyIf a director leaves, the company may be exposed to claims for compensation. This can be for wrongful dismissal, where insufficient... Read more
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Type: Letter
Letter confirming verbal order
By law you can make a contract to buy or sell goods or services without having anything in writing between the parties. To avoid ending up in an expensive dispute, put details of the agreement in writing in a letter formally confirming the order.Dial an orderVerbal orders are fine provided there are... Read more
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Type: Letter
Business-to-business terms and conditions of sale
Stay ahead in your business dealings by using this model of standard terms and conditions for supplying goods to your business customers.Late payment chargesIn addition to charging interest on monies due on an unpaid invoice these conditions reserve the right to charge a late payment fee (if you feel... Read more
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Type: Miscellaneous
Form 2 New Section 25 Notice- landlord opposing renewal
Form 2 - New Section 25 Notice: landlord opposing renewalIf you receive one of these, then you've a potential fight on your hands in order to remain in your business premises. For all the following reasons, you may find yourself up a creek, without a paddle! At least having seen the notice, you'll be... Read more
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Type: Miscellaneous
Confidentiality agreement
If you're allowing a third party to have access to your business information or data, ask them to keep what they find a secret. To do this get them to sign a confidentiality agreement. Use our contract in order to protect your business from unauthorised leaks.AdviceMisusing confidential information is... Read more
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Type: Agreement
Demand for better service
If you've had some work carried out and you're unhappy with either the quality of the workmanship or the materials used, or perhaps both, use our letter to obtain redress from the supplier.AdviceSometimes things go wrong and often they're not spotted until it's too late. But it's important to be aware... Read more
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Type: Letter
Damaged goods acceptance letter
If your supplier delivers damaged goods to your business, but you wish to accept them, albeit at a reduced price, use our letter to protect your position under the contract and to give you the edge in any dispute.AdviceIt is your responsibility to advise the supplier that the goods are faulty by... Read more
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Type: Letter
Credit account application form
If your customer asks for a credit facility, use this form and our covering letter to put the wheels in motion.Giving customers credit?"Don't I need a licence under the Consumer Credit Act?" No, you don't. Trade credit given in the normal course of commercial dealings is exempt from any licensing requirement.... Read more
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Type: Miscellaneous
Wording for resolution authorising the company to use e-communication
Companies can provide documents and other information to shareholders electronically, as long as their articles allow or their members pass a resolution to this effect. Whichever method is used the individual members must be given a choice whether or not they are happy to communicate with the company... Read more
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Type: Document
Copyright assignment
You often ask sales and marketing companies to design brochures and leaflets for you. To enable you to make changes to the material or utilise it again in the future, it's essential that you own the copyright. Our model copyright assignment agreement enables you to do this. What's the point?Because if... Read more
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Type: Miscellaneous

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