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Written by Brad Askew
Legal Tech Founder
Civil & Commercial Law background · Founder of LegalDocuments.co.uk
We’re not a law firm — we help you find the right legal support. For advice on your situation, speak to a legal adviser or find a solicitor.
Updated April 2026 · England & Wales
BA
Written by Brad Askew Legal Tech Founder
Civil & Commercial Law background · Founder of LegalDocuments.co.uk
Updated May 2026
·
England & Wales
Running a company in the UK means working within a dense framework of statutes, regulations and case law that touches almost every decision a director makes. From the moment a business is incorporated at Companies House through to raising capital, acquiring competitors or winding the company down, corporate law shapes what directors and shareholders can and cannot do.
This guide is written for founders, directors and senior managers who want a grounded understanding of how the system works in England and Wales, without wading through textbooks. I am Brad Askew, Legal Tech Founder at LegalDocuments.co.uk, and my aim here is to set out the core concepts in plain language, point you to the authoritative sources, and help you recognise when a conversation with an experienced legal adviser would be worth your time.
Overview
Corporate law governs how companies are formed, run, financed and dissolved. In the UK, the backbone is the Companies Act 2006, supported by the Insolvency Act 1986, the Financial Services and Markets Act 2000, the UK Corporate Governance Code for listed businesses, and a long list of secondary regulations covering everything from beneficial ownership to market abuse.
It sets out who owes duties to whom: directors to the company, the company to its shareholders and creditors, and officers to the regulators that police the system. Practically speaking, corporate law covers the rules around share issues, board meetings, shareholder votes, filings at Companies House, accounts and audit, mergers and acquisitions, fundraising, and the handling of conflicts.
For smaller private companies, most of the day-to-day obligations sit in the articles of association and any shareholders' agreement. For larger or listed businesses, the regulatory burden increases sharply, with oversight from the Financial Conduct Authority and, where relevant, the Takeover Panel.
Knowing which rules bite at which stage of a company's life is often the difference between a clean transaction and an expensive one.
Key steps
01
Choose the right structure and incorporate properly. Before trading, decide whether a private limited company, public limited company, LLP or partnership fits your plans. Incorporation at Companies House requires a memorandum, articles of association, details of directors and persons with significant control, and a registered office. Get this wrong and you can end up restructuring later at real cost.
02
Put your constitutional documents on a sound footing. The articles of association and, where there is more than one shareholder, a shareholders' agreement set the rules for decision-making, share transfers, dividend policy and deadlock. Model articles are a starting point but rarely enough once outside investors or multiple founders are involved. Tailoring these documents early avoids disputes later.
03
Understand and discharge director duties. Directors owe statutory duties under sections 171 to 177 of the Companies Act 2006, including acting within powers, promoting the success of the company, exercising independent judgment and avoiding conflicts. Board minutes, conflict registers and proper notice of meetings are not bureaucracy, they are your evidence that duties were taken seriously if a decision is later challenged.
04
Keep filings, accounts and registers current. Annual confirmation statements, statutory accounts, changes to directors or share capital, and the PSC register all need to be filed accurately and on time. Late or missing filings attract penalties, and persistent failures can lead to strike-off or director disqualification. Build a compliance calendar and treat it as seriously as tax deadlines.
05
Plan fundraising, M&A and exits with the rules in mind. Whether you are issuing shares to investors, acquiring another business, or preparing for a sale, corporate law drives the process. Pre-emption rights, drag and tag provisions, warranty and indemnity cover, competition clearance and, for listed transactions, disclosure obligations all need to be mapped out early. Late legal input tends to cost more and constrain commercial options.
Common questions
QWhat is the difference between a private limited company and a PLC?
A private limited company, shown by the suffix Ltd, cannot offer shares to the general public and has lighter reporting obligations. A public limited company, shown by PLC, can offer shares publicly and, if listed, is subject to the Listing Rules and the UK Corporate Governance Code. PLCs also have higher minimum share capital requirements and stricter rules on directors, accounts and general meetings.
QDo small companies still need to comply with corporate law?
Yes. Even a single-director, single-shareholder company must comply with the Companies Act 2006. That means maintaining statutory registers, filing confirmation statements and accounts, keeping the PSC register up to date, and observing director duties. Small companies do get exemptions, for example on audit and abridged accounts, but the core framework still applies from day one.
QWhat are the main risks for directors personally?
Directors can face personal liability for wrongful trading, fraudulent trading, breach of fiduciary duty, unlawful dividends, certain tax debts, and health and safety failures. They can also be disqualified for up to 15 years under the Company Directors Disqualification Act 1986. Good record-keeping, timely advice during financial difficulty, and clear board minutes are the strongest practical protections.
QWhen does a share issue need shareholder approval?
Under the Companies Act 2006, directors usually need authority to allot shares unless the articles or a shareholder resolution provide it. Existing shareholders generally have pre-emption rights on new shares, which must be disapplied by special resolution if you want to offer them elsewhere. The detail depends on the articles, any shareholders' agreement and whether the company has one or several classes of share.
QWhat is involved in a typical M&A transaction?
A share or asset sale usually moves through heads of terms, due diligence, drafting of the sale agreement with warranties and indemnities, disclosure against those warranties, and completion mechanics including any regulatory clearances. For regulated sectors or larger deals, competition law, FCA change of control rules and, for listed targets, the Takeover Code add further layers. Timelines commonly run from a few weeks to several months.
QHow are capital markets regulated in the UK?
UK capital markets are regulated primarily by the Financial Conduct Authority under the Financial Services and Markets Act 2000, alongside the UK Market Abuse Regulation, the Listing Rules, the Disclosure Guidance and Transparency Rules, and the Prospectus Regulation Rules. Companies seeking admission to the Main Market or AIM must meet eligibility criteria, publish a prospectus or admission document, and comply with ongoing disclosure obligations.
QDo I need a shareholders' agreement if I already have articles?
Often yes. Articles of association are public and sit within a statutory framework. A shareholders' agreement is private and can cover commercially sensitive matters such as founder vesting, investor consent rights, dividend policy, exit mechanics and dispute resolution. The two documents work together, and it is worth reviewing them in parallel whenever the ownership structure changes materially.
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Brad Askew Legal Tech Founder
Brad has a background in civil and commercial law and founded LegalDocuments.co.uk to make clear, reliable legal information accessible to everyone. This site is not a law firm and does not provide regulated legal advice.
Legal disclaimer
This article is for general information only and does not constitute legal advice. We are not solicitors. For advice on your specific situation, please consult a qualified solicitor.
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