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Acceptance
The unconditional agreement to an... -
Acquisition
This is the purchase of one company by another without a merger... -
Agency Agreement
This is an agreement which allows one party (the Agent) to sell products (goods or services) on behalf of another (the Principal) in return for commission... -
Agent
Someone who is appointed to act on behalf of another party, the... -
Annual General Meeting (AGM)
A company must hold a meeting of shareholders once each calendar... -
Articles of Association
A document which is required to incorporate a UK... -
Authorised Share Capital
Shares which are available to be... -
Bankrupt
A debtor who, either upon voluntary petition or one invoked by their creditors, is judged legally... -
Bankruptcy
The state of being... -
Breach of Contract
This occurs when a party to a contract fails to abide by the agreed... -
Business Name
Sole Traders and Partnerships can either trade under their own names or have a separate name, known as a Business... -
Comfort Letter
A document which is issued to back up an agreement but which does not have any contractual... -
Company Voluntary Agreement (CVA)
This is a deal between an insolvent company and its... -
Conditions
Conditions form the basis of a contract - if one of them fails or is broken, the contract is... -
Consideration
Something which must be given by either side in a... -
Dissolution
See... -
Distribution Agreement
This is an agreement which regulates the commercial terms whereby one party, the Supplier supplies goods and/or services to another party, the Distributor, for resale in a specified... -
Dividend
The profit of trading divided among the members in proportion to their shares and in accordance with their rights as... -
Exclusion Clause
Clause in a contract which is intended to exclude one party from liability if a stated circumstance... -
Exemption Clause
Clause in a contract that attempts to restrict the liability of the party that writes... -
Express Terms
Terms and provisions of a contract that are expressly written and on which the parties specifically... -
Extradodinary General Meeting
Any meeting of shareholders which is not an... -
Extradodinary Resolution
Company resolution that usually does not require any notice of its proposal, but must be passed by a majority of at least three quarters of... -
Force Majeure
An event which cannot be foreseen (eg. lightning) - liability for which is often excluded from... -
Franchise Agreement
This is an agreement for a person or organisation (the Franchisor) who wishes to grant the right to another person or organisation (the Franchisee) to operate an outlet of the Franchise business within a particular... -
Frustration
An unexpected or unintentional event that makes fulfilment of a contract... -
Going Concern
This is an accounting concept which assumes that a company will continue to operate in the foreseeable... -
Heads of Agreement
See Heads of... -
Heads of Terms
These set out the terms of a commercial transaction which has been agreed in... -
Implied Terms
Terms and clauses implied in a contract by law or custom and practice without actually being stated in the... -
Incorporate
Inclusion or adoption of some term or condition as part of a... -
Incorporation
The formal creation of a... -
Issued Shares
This refers to shares that have been allotted and issued and held by... -
Joint Venture Agreement
This can be used where two or more existing businesses agree to co-operate and combine their resources with a view to... -
Letter of intent
See Heads of... -
Limitation Clause
This sets a maximum on the amount of damages a party may have to pay if there is a failure of some part of the... -
Limited Liability
This generally refers to limited companies where the owners' liability to pay the debts of the company is limited to the value of their... -
Limited Liability Patnership
A Limited Liability Partnership (LLP) is a recognised legal entity by virtue of the Limited Liability Partnerships Act 2000, which has some features of a limited company and some of a... -
Liquidation
This refers to the process by which a company (or part of a company) is brought to an... -
Memoranda of Understanding
See Heads of... -
Memorandum of Association
A document which is required to incorporate a UK... -
Merger
This is a combination of two companies to form a new... -
Misrepresentation
This is where one party to a contract makes a false statement of fact to the other party which is relied... -
Non-Executive Director
A director who does not participate in the day-to-day management of the... -
Notice
Advance notification by either party that a contract is about to... -
Offer
An offer to contract must be made with the intention to create a legal relationship upon... -
Ordinary Resolution
A resolution passed by a simple majority of members at a company... -
Outsourcing Agreement
This is an agreement designed for a person or organisation (the Service Provider) who intends to take over the provision or production of non-core operations for another person or organisation (the... -
Parent Company
A company which owns more than 50% voting rights in another... -
Partnership
A partnership consists of two or more people formed with the aim of carrying on a business with a view to... -
Private Limited Company
An entity incorporated by registration whose members have a limited liability towards their... -
Proxy
This is a person who acts on behalf of another for a specific... -
Public Limited Company
A company whose constitution must state it is a public company and which must satisfy requirements as to the minimum amount of its share... -
Quorum
The minimum number of people required at a business meeting for decisions to be... -
Ratification
This is the acceptance or confirmation of an act or agreement that has already been... -
Receivership
This is a type of bankruptcy a company enters when a receiver is appointed to run the... -
Registered Office
The official address of a company as stated on the register at Companies... -
Repudiation of Contract
Where one party to a contract refuses to comply, amounting to a breach of contract. Also, where a contract was made by a minor (person under the age of 18) who then repudiates it at or shortly after the age of... -
Rescission
The possibility to end a contract if it is entered into as a result of a... -
Share
A unit of economic value of a company to which are attached rights to vote and to participate in dividends and capital distributions of the... -
Share Certificate
This is issued by a company when a person is entered onto the register of members as the holder of the shares in the... -
Shareholders Agreement
An agreement which can be used where two or more parties wish to carry on business together as a limited company and wish to regulate the relationship between shareholders and determine actions in the event of... -
Sole Trader
A sole trader operates as an individual without the use of a company structure or partners and has sole responsibility for the actions of the... -
Subject to Contract
Words used on documents exchanged by parties during contract negotiations, denoting that the document is not an offer or acceptance and negotiations have not... -
Subsidiary Company
A company which owns less than 50% of its own voting... -
UCTA
Unfair Contract Terms Act... -
Unfair Terms
Contract terms which are deemed unfair by legislation and will not be enforced by the... -
Void
A contract which cannot be performed or completed at... -
Warranties
Promises made in a contract, but which are less important than...
OGR Stock Denton LLP
