Business Law / Contracts - United Kingdom

Foreign companies often use a commercial agent to sell their products in the United Kingdom. 

The attached leaflet from the law firm Fladgate Fielder (www.fladgate.com) provides a summary of what needs to be considered when drawing up contracts with commercial agents. (pdf, 6 pages)

Contact: Fladgate Fielder

Reform of Britain's extensive company law is on the home straight. The Companies Act 2006 is due to take full effect from 1st October 2008. 

The aims of the reform are:

• Clear distinction between private limited and public limited companies
• Simpler procedures for forming and running companies
• Introduction of opening clauses for adapting existing laws to amended framework conditions (such as new EU directives)
• Improved rights for shareholders 

Here is an overview of the most significant changes:

• In future, the memorandum of association will only consist of the formation charter. All other provisions are to be listed in the articles of association.
• Public limited companies can now also be formed by a single person.
• Since 1st January 2007, companies have also been required to include a minimum amount of specific information about themselves in their memorandum of association and on websites and electronic documents (such as name, place of registration, registration number).
• Duties of directors have been defined for the first time (in a “do’s and don’ts” format). They had previously been based on legal decisions made under common and equity law.
• It is no longer necessary to appoint a company secretary. Duties previously performed by the company secretary can now be transferred to a company’s management, or others appointed by them.
• The requirements regarding the registration of legal persons at director level have been relaxed. A company's board must now contain at least one natural person.
• Private limited companies are no longer obliged to arrange an annual general meeting. 

Various changes have been in force since 1st January 2007 (e.g. minimum information requirements in a trading context) and 6th April 2007 (e.g. regulations on company takeovers). (na/pd)

Contact: Roland Meier

Which details have to be included in contracts of employment in England and Wales? How does protection against dismissal work? Is there such thing as maternity leave? 

The fact sheet (available below) answers these and other questions and provides a brief explanation of the most important aspects of employment law in England and Wales (as at March 2009). 

It has been written by a solicitor working for Pritchard Englefield, a member of the Osec Pool of Experts.

Contact: Gitta Altmann

The final implementation date for the Companies Act 2006 is set for 1 October 2009. This fact sheet summarises the changes introduced by the Overseas Companies Regulations 2009 regarding overseas companies wanting to establish a branch or a place of business in the UK.

Contact: Gitta Altmann

The vast majority of limited liability companies in England are private companies. 

The following leaflet from London-based law office Pritchard Englefield (www.pe-legal.com) provides a brief and clear explanation of the main issues to be aware of when setting up this type of company:

• Formalities
• Company name
• Capital
• Liability
• Taxation
• etc.

Contact: Gitta Altmann

Source: Pritchard Englefield