Implementation of a corporate restructuring


When a US client’s tax advisors made recommendations for its UK entities, Throgmorton were approached for advice and practical assistance.

This business – an independent, employee-owned firm specialising in alternative investment strategies – required a series of actions to be executed, approval of which had to be in place by the entities’ year end. Filing at the Corporate Registry was required within three weeks of this approval.

Our first task was to guide the client through the necessary procedural matters, both for the Limited entity and the Limited Liability Partnership (LLP). This involved providing clear and detailed advice on:

For the Limited entity:

  • obtaining shareholders’ approval following the convening of the shareholders’ meeting;
  • amending the company’s Articles of Association by special resolution;
  • increasing or removing the company’s authorised share capital now permissible under the Companies Act 2006; and
  • satisfying its filing deadlines at the Corporate Registry.

For the LLP:

  • amending the appropriate schedule to the LLP Agreement following the transaction.

Having satisfied the client as to these procedural matters, we were instructed to proceed with the substantive aspects of the transactions.

The process was thus initiated with the convening of Shareholders and Directors meetings. The Articles of Association were amended to remove, in its entirety, the requirement for authorised share capital. A pending application for additional shares was considered by the Directors consequent to the removal of authorised share capital. Minutes resulting from these meetings were prepared, co-ordinated with the client’s other advisors and circulated for approval.

A similar process was followed for the Limited Liability Partnership.

Overall, Throgmorton ensured that the chain of events was timely, and completed by the regulatory filing date. 
Company Secretariat, Throgmorton: “This is a very typical case study, with Throgmorton coupling excellent professional advice with efficient and accurate services.”

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