Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
Company law comes with its own vocabulary, and if you are running a business, buying one, or dealing with Companies House for the first time, it can feel like you are reading a foreign language. This glossary pulls together the terms you are most likely to encounter, split into two parts.
The first set focuses on words and phrases you will come across when dealing with Companies House filings and the paperwork that sits behind a UK limited company. The second set covers broader corporate and commercial law terminology, the kind you will meet in share sales, shareholder disputes, commercial contracts and restructuring work.
Each entry is written in plain English so you can use it as a quick reference rather than having to dig through statutes. If a definition raises a question about your own circumstances, it is worth getting a proper conversation rather than guessing from a glossary entry alone.
Overview
A glossary is, in practical terms, a dictionary with a narrower focus. This one is built around the language of UK company and corporate law, which blends statutory wording from the Companies Act 2006 with long-established commercial law concepts and modern dispute resolution terminology.
The goal here is not to reproduce textbook definitions. It is to give you a working understanding of what each term actually means when it turns up in a board minute, a share purchase agreement, a Companies House filing, or a letter from the other side's lawyers.
Some of these terms have very precise legal meanings that have been shaped by case law over decades. Others are simply shorthand used in day-to-day business. Where a term has different meanings in different contexts, the entry flags that. This reference is a starting point to help you follow a discussion or read a document with more confidence, not a substitute for guidance on a specific issue you are facing.
Key steps
Start with the filing you are looking at. If a term has come up in a specific document, such as a Confirmation Statement, an SH01, or a set of draft Articles, begin there. The surrounding words usually tell you which sense of the term applies, because the same word can mean slightly different things in different corporate contexts.
Check which part of the glossary applies. Part I leans toward Companies House and the administrative side of running a company. Part II covers wider corporate and commercial law concepts you meet in transactions and disputes. Some terms sit in both areas, so it is worth scanning across both parts rather than stopping at the first hit.
Read the definition alongside the source document. Definitions work best when you map them back to the clause or form that prompted the question. If the glossary says a debenture must be registered at Companies House to take effect, check whether that registration has actually happened for the document in front of you.
Note anything that looks ambiguous or time-sensitive. Some concepts, such as directors' duties or minority shareholder remedies, depend on facts and timing. If a definition suggests there are deadlines, notice requirements, or conditions to satisfy, write those down so you can raise them before they become urgent.
Get a conversation if the stakes are real. A glossary entry tells you what a word means. It does not tell you whether the clause is a good idea for your business, whether a filing is overdue, or whether a dispute is worth pursuing. For those questions, a phone call with someone who can listen to your situation is far more useful than any written definition.
Q What is the difference between Articles of Association and a shareholders' agreement?
The Articles of Association are the company's public constitutional document, filed at Companies House and binding on all shareholders. A shareholders' agreement is a private contract between some or all of the shareholders that sits alongside the Articles. The Articles govern how the company runs as a matter of company law, while the shareholders' agreement often deals with commercial matters like funding, exit and dispute resolution that the owners want to keep confidential.
Q What does 'consideration' actually mean in a commercial contract?
Consideration is what each party gives or promises in exchange for what they get under the contract. It can be money, but it can also be goods, services, a promise to act, or a promise not to act. In English contract law, consideration is one of the elements required for a contract to be enforceable. In a share or asset sale, the word is often used as a more precise term for the purchase price and anything else the buyer provides.
Q Do I need to register a debenture at Companies House?
If a company grants a charge over its assets, including through a debenture, the charge generally needs to be registered at Companies House within a strict time limit after creation. If the filing is missed, the security can become void against a liquidator, administrator or other creditors, which essentially means the lender loses its priority. The deadlines and procedure are set out in the Companies Act 2006, so timing really matters here.
Q What is a derivative action and who can bring one?
A derivative action is a claim brought by a shareholder on behalf of the company itself, usually against a director or controlling shareholder whose conduct has harmed the company. It is called derivative because the right to sue belongs to the company, and the shareholder is stepping into its shoes. In England and Wales the procedure is governed by the Companies Act 2006, and the court must give permission for the claim to continue.
Q What is the difference between an asset sale and a share sale?
In an asset sale, the buyer picks up specified assets, and sometimes liabilities, of the business, but the selling company continues to exist with its own history. In a share sale, the buyer acquires the shares in the company itself, which means they inherit everything the company owns and owes, including its past liabilities. The two structures have very different tax, employment and risk implications, which is why the choice of structure is usually negotiated early.
Q Who qualifies as a 'designated member' in an LLP?
In a limited liability partnership, designated members are the people or corporate bodies who take on extra responsibilities compared to ordinary members, such as signing off the accounts, filing the confirmation statement, and acting as the main point of contact with Companies House. An LLP must have at least two designated members at all times. The role is a statutory one and carries personal responsibility for getting the filings right.
Q What are directors' duties and where are they written down?
Directors' duties are the legal obligations a director owes to the company. The main ones are codified in the Companies Act 2006 and include duties to act within powers, promote the success of the company, exercise independent judgment, exercise reasonable care and skill, avoid conflicts of interest, not accept benefits from third parties, and declare interests in proposed transactions. Breaching these duties can lead to personal liability, so they are worth taking seriously.
Glossaries can tell you what a word means, but they cannot tell you what it means for your company, your shareholders, or the deal in front of you. An experienced legal adviser can talk it through with you on the phone and help you think it through based on what you describe.
✓A plain-English explanation of the terms that matter in your situation
✓Practical perspective on what the wording means for what you describe
✓What to watch out for before you sign, file, or agree something
Personal call · For information only · Independent advisers
Written & reviewed by
Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.