SQE Deadlines & Forms – FLK 1 & 2
Table of Contents
FLK 1............................................................................................................................................................. 1
BUSINESS LAW AND PRACTICE..................................................................................................................................1
DISPUTE RESOLUTION...........................................................................................................................................25
CONTRACT......................................................................................................................................................... 36
TORT.................................................................................................................................................................37
PUBLIC.............................................................................................................................................................. 37
LEGAL SERVICES.................................................................................................................................................. 39
ETHICS.............................................................................................................................................................. 40
FLK 2........................................................................................................................................................... 41
PROPERTY PRACTICE.............................................................................................................................................41
WILLS AND ADMINISTRATION OF ESTATES.................................................................................................................49
SOLICITORS ACCOUNTS.........................................................................................................................................51
CRIMINAL PRACTICE.............................................................................................................................................52
FLK 1
Business Law and Practice
Form Use
AD01 Change of registered office
CS01 Confirmation statement re accounts
AP01/02 Notification to CH of appointment of director
TM01/02 Resignation of director
PSC01/02 To notify CH that a PSC has been entered onto the registered. Use Form
02 for companies.
PSC04/05 To notify CH of a change of details on the PSC register
PSC07 To notify CH that you are no longer on PSC register
AP03 or AP04 Notifying CH of appointment of company secretary
SH01 Notice of allotment od shares WITHIN 30 DAYs
SH03 File a return of purchase of own shares and notification of cancellation of
shares
SH50 The application for the trading certificate (for public companies from scratch
before they can start trading as proof they can trade and borrow) is made
to Companies House on form SH50.
RR01 Re-registration form sent to CH for a private company to be incorporated
as a public company
MR01 Once company has entered into charge, it must file this form + certified
copy of instrument that creates the charge. If not registered in time, the
charge is void.
Topic Action Deadline
Incorporation
Registration of details when a Within one month
foreign company begins trading in
UK
Registration with HMRC when a Within 3 months of starting to do
newly incorporated company starts business
, trading
Accounting When a company is incorporated, it Default ARP will end last day of
Reference Period must establish an accounting month in which company starts
reference period. trading
Accounting period can be extended 18 months
but there it cannot be extended so
that it lasts longer than 18 months
Cannot be extended when it was Cannot be extended within 5
previously extended years of an accounting reference
period that was extended
LLPs Notification of new member or Within 14 days
notification of resignation of a
member to CH
Must have 2 initial members. From 6 months after
membership reduced to 1
Sole remaining member becomes
jointly and severally liable for
debts.
Change of 1 – Board Resolution Correspondence can still be sent
Registered Office 2 – File form AD01 at CH to old address for 14 days after
change is registered.
Amending Articles 1 – pass special resolution Within 15 days
2 – file amended articles + special
resolution at CH
General meetings Calling a general meeting At least 14 clear days’ notice
– CA 2006 NB: see short notice procedure
Public Company – requirement to Annually
hold meeting
Sending notice of general meeting Deemed received 48 hours after
by Post or Email it was posted or emailed*.
*14 clear days starts to run after the notice
is deemed to be received.
Shareholder(s) representing 5% or Directors must call meeting within
more of voting rights requires 21 days of request
directors to call a general meeting.
Notice period cannot be more
Request must state general nature than 28 clear days
of business to be decided
Effect – maximum period from
shareholders requesting meeting
to actual meeting is 7 weeks.
Calling a general meeting where a At least 21 days’ notice
special resolution is to be passed
for a company with Table A Articles
Written Resolution Board circulate written notice of Lapses at midnight 28 days after
Procedure proposed resolution. it was circulated.
*is deemed received as soon as it is
posted/emailed. Does not matter when
shareholder actually receives.
Shareholder with 5% or more of Company must circulate within
voting rights can require company 21 days of request
to circulate a written resolution for
consideration
Maintenance of Company must keep at Reg Office, Maintained for at least 10 years.
,statutory books SAIL, or CH:
Register of members
Register of directors
Board minutes
GM minutes
Special File copy of Special Resolution at Within 15 days of it being
Resolutions CH passed.
Register of Register must be updated when Within 2 months of transfer
members shares are transferred. being lodged with the company.
Updating register when new shares Within 2 months of the allotment
are allotted
Updating when register is kept at Must be done within 2 months of
CH any transfer
Filing Accounts,
directors’ reports,
confirmation
statement
Filing accounts All private companies must file Within 9 months of end of
accounts accounting reference period.
All public companies must file Within 6 months of end of
accounts accounting reference period.
Directors’ report Director’s report – must be Filed within 9 months of end of
prepared and filed by all accounting reference period
companies, other than small or (private)
micro companies.
Filed within 6 months of end of
NB: see p.38 of manual for definition of small accounting reference period
companies.
(public)
Confirmation Confirmation statement (CS01) to Within 14 days of confirmation
statement be filed by every company date.
confirming info held by CH is
correct. Criminal Offence to file late Confirmation date is
or not file. anniversary of company’s
incorporation date.
Disclosure required ● the directors’ salaries, bonus
in annual accounts payments and pension
entitlements
● compensation paid to directors
and past directors for loss of
office
Directors:
Appointment
Directors service
contracts
Resignation and
removal
Loans to
directors
Appointment Appointment – by board resolution
or by ordinary resolution
Notify CH by filing form AP01/02 Within 14 days
Directors’ Service Shareholder approval by ordinary Long-term service contract =
contracts resolution for long-term service contract of guaranteed service of
contract for a director. more than 2 years.
Company must keep memorandum For at least 15 days prior to
of proposed contract at registered General Meeting.
, office
Company must keep agreed For term of contract and one
service contract at registered office year after.
Company must make contract Within 7 days of request
available for inspection by
shareholders free of charge
Resignation Complete and file form TM01/02 Within 14 days
Removal by Director can be removed by Notice must be given 28 days
shareholders ordinary resolution at GM if special before General Meeting
notice is given. (SPECIAL NOTICE) and written
resolution CANNOT be used.
Notice of intention to pass
resolution removing director must
be given.
Placing removal on the GM agenda ● Should give shareholders
notice of the removal
resolution at the same time
and in the same manner as it
gives notice of the GM
● 14 clear days’ notice
● If this is not possible, notice
of the removal resolution can
be sent by
○ Advertisement in a
newspaper
○ Any other mode
allowed by the
company’s articles
(must still be 14
clear days’ notice)
● If the special notice period
is not served, an ordinary
resolution to remove a
director is still valid
Who can request the board to call Shareholders must hold not less
a GM under a s303 request? than 5% of the paid-up voting
share capital of the company
Directors obligations on receipt of a Directors must call the GM
s303 request ● Within 21 days from the
date on which they
became subject to the
request
● To be held on a date no
more than 28 days after
the date of the notice
calling the GM
If directors fail to call GM under The shareholders who
s303? submitted the S303 request, or
any of them representing more
than half of the voting rights of
those who submitted the S303
request, can call a GM
themselves
Disqualification Directors can be disqualified by 2 – 15 years period of
court disqualification
Table of Contents
FLK 1............................................................................................................................................................. 1
BUSINESS LAW AND PRACTICE..................................................................................................................................1
DISPUTE RESOLUTION...........................................................................................................................................25
CONTRACT......................................................................................................................................................... 36
TORT.................................................................................................................................................................37
PUBLIC.............................................................................................................................................................. 37
LEGAL SERVICES.................................................................................................................................................. 39
ETHICS.............................................................................................................................................................. 40
FLK 2........................................................................................................................................................... 41
PROPERTY PRACTICE.............................................................................................................................................41
WILLS AND ADMINISTRATION OF ESTATES.................................................................................................................49
SOLICITORS ACCOUNTS.........................................................................................................................................51
CRIMINAL PRACTICE.............................................................................................................................................52
FLK 1
Business Law and Practice
Form Use
AD01 Change of registered office
CS01 Confirmation statement re accounts
AP01/02 Notification to CH of appointment of director
TM01/02 Resignation of director
PSC01/02 To notify CH that a PSC has been entered onto the registered. Use Form
02 for companies.
PSC04/05 To notify CH of a change of details on the PSC register
PSC07 To notify CH that you are no longer on PSC register
AP03 or AP04 Notifying CH of appointment of company secretary
SH01 Notice of allotment od shares WITHIN 30 DAYs
SH03 File a return of purchase of own shares and notification of cancellation of
shares
SH50 The application for the trading certificate (for public companies from scratch
before they can start trading as proof they can trade and borrow) is made
to Companies House on form SH50.
RR01 Re-registration form sent to CH for a private company to be incorporated
as a public company
MR01 Once company has entered into charge, it must file this form + certified
copy of instrument that creates the charge. If not registered in time, the
charge is void.
Topic Action Deadline
Incorporation
Registration of details when a Within one month
foreign company begins trading in
UK
Registration with HMRC when a Within 3 months of starting to do
newly incorporated company starts business
, trading
Accounting When a company is incorporated, it Default ARP will end last day of
Reference Period must establish an accounting month in which company starts
reference period. trading
Accounting period can be extended 18 months
but there it cannot be extended so
that it lasts longer than 18 months
Cannot be extended when it was Cannot be extended within 5
previously extended years of an accounting reference
period that was extended
LLPs Notification of new member or Within 14 days
notification of resignation of a
member to CH
Must have 2 initial members. From 6 months after
membership reduced to 1
Sole remaining member becomes
jointly and severally liable for
debts.
Change of 1 – Board Resolution Correspondence can still be sent
Registered Office 2 – File form AD01 at CH to old address for 14 days after
change is registered.
Amending Articles 1 – pass special resolution Within 15 days
2 – file amended articles + special
resolution at CH
General meetings Calling a general meeting At least 14 clear days’ notice
– CA 2006 NB: see short notice procedure
Public Company – requirement to Annually
hold meeting
Sending notice of general meeting Deemed received 48 hours after
by Post or Email it was posted or emailed*.
*14 clear days starts to run after the notice
is deemed to be received.
Shareholder(s) representing 5% or Directors must call meeting within
more of voting rights requires 21 days of request
directors to call a general meeting.
Notice period cannot be more
Request must state general nature than 28 clear days
of business to be decided
Effect – maximum period from
shareholders requesting meeting
to actual meeting is 7 weeks.
Calling a general meeting where a At least 21 days’ notice
special resolution is to be passed
for a company with Table A Articles
Written Resolution Board circulate written notice of Lapses at midnight 28 days after
Procedure proposed resolution. it was circulated.
*is deemed received as soon as it is
posted/emailed. Does not matter when
shareholder actually receives.
Shareholder with 5% or more of Company must circulate within
voting rights can require company 21 days of request
to circulate a written resolution for
consideration
Maintenance of Company must keep at Reg Office, Maintained for at least 10 years.
,statutory books SAIL, or CH:
Register of members
Register of directors
Board minutes
GM minutes
Special File copy of Special Resolution at Within 15 days of it being
Resolutions CH passed.
Register of Register must be updated when Within 2 months of transfer
members shares are transferred. being lodged with the company.
Updating register when new shares Within 2 months of the allotment
are allotted
Updating when register is kept at Must be done within 2 months of
CH any transfer
Filing Accounts,
directors’ reports,
confirmation
statement
Filing accounts All private companies must file Within 9 months of end of
accounts accounting reference period.
All public companies must file Within 6 months of end of
accounts accounting reference period.
Directors’ report Director’s report – must be Filed within 9 months of end of
prepared and filed by all accounting reference period
companies, other than small or (private)
micro companies.
Filed within 6 months of end of
NB: see p.38 of manual for definition of small accounting reference period
companies.
(public)
Confirmation Confirmation statement (CS01) to Within 14 days of confirmation
statement be filed by every company date.
confirming info held by CH is
correct. Criminal Offence to file late Confirmation date is
or not file. anniversary of company’s
incorporation date.
Disclosure required ● the directors’ salaries, bonus
in annual accounts payments and pension
entitlements
● compensation paid to directors
and past directors for loss of
office
Directors:
Appointment
Directors service
contracts
Resignation and
removal
Loans to
directors
Appointment Appointment – by board resolution
or by ordinary resolution
Notify CH by filing form AP01/02 Within 14 days
Directors’ Service Shareholder approval by ordinary Long-term service contract =
contracts resolution for long-term service contract of guaranteed service of
contract for a director. more than 2 years.
Company must keep memorandum For at least 15 days prior to
of proposed contract at registered General Meeting.
, office
Company must keep agreed For term of contract and one
service contract at registered office year after.
Company must make contract Within 7 days of request
available for inspection by
shareholders free of charge
Resignation Complete and file form TM01/02 Within 14 days
Removal by Director can be removed by Notice must be given 28 days
shareholders ordinary resolution at GM if special before General Meeting
notice is given. (SPECIAL NOTICE) and written
resolution CANNOT be used.
Notice of intention to pass
resolution removing director must
be given.
Placing removal on the GM agenda ● Should give shareholders
notice of the removal
resolution at the same time
and in the same manner as it
gives notice of the GM
● 14 clear days’ notice
● If this is not possible, notice
of the removal resolution can
be sent by
○ Advertisement in a
newspaper
○ Any other mode
allowed by the
company’s articles
(must still be 14
clear days’ notice)
● If the special notice period
is not served, an ordinary
resolution to remove a
director is still valid
Who can request the board to call Shareholders must hold not less
a GM under a s303 request? than 5% of the paid-up voting
share capital of the company
Directors obligations on receipt of a Directors must call the GM
s303 request ● Within 21 days from the
date on which they
became subject to the
request
● To be held on a date no
more than 28 days after
the date of the notice
calling the GM
If directors fail to call GM under The shareholders who
s303? submitted the S303 request, or
any of them representing more
than half of the voting rights of
those who submitted the S303
request, can call a GM
themselves
Disqualification Directors can be disqualified by 2 – 15 years period of
court disqualification
