New Companies Act 2006 – impact on company’s constitutional documents

From 1 October 2009 companies should be anticipating significant changes to their administration and management as new provisions contained in the Companies Act 2006 come into force. One of the areas which will require a professional review and possible amendments is the company’s Memorandum and Articles of Association.

Click here to read the article which explains the main alterations and steps which need to be taken to comply with the 2006 Act in respect of the Memorandum and Articles.

Process agent

Under English court procedure rules, it is necessary to serve papers to start proceedings correctly. If a party does not have an address within England, the process for serving these papers abroad is lengthy and complicated. It is therefore customary – and often required by the UK entity supplying the service or loan – for the overseas entity to appoint a UK process agent and agree that service at the address of the process agent will constitute proper service for the purposes of the court procedural requirements.

Who is a process agent?

A process agent, also known as a service agent, agent for service of process, registered agent, registered agent for service of process or resident agent, is a business which accepts service of notices, proceedings or documents on behalf of its overseas clients in situations where, usually because of contractual obligations, it is not possible for them to be served abroad.

When is the service of a process agent required?

The role of a process agent is vital for many overseas businesses dealing with suppliers or tenders in the UK. A typical situation requiring the appointment of a process agent is where an overseas entity raises a loan from a UK financial institution. The lending bank will require the appointment of a UK based process agent to receive formal notices should the borrower default on the loan.

A process agent can also act in a broader capacity for the appointing company, including acting as a process agent for receiving documents in connection with arbitration proceedings and receiving notices under contracts where an independent party is needed.

What criteria should be taken into consideration when appointing a process agent?

Often agreements which require a process agent are long-term arrangements. The appointors should assess the competency and reliability of available process agencies in terms of their market presence, level of risk involved (i.e. probability of the provider staying in business), experience in providing the service as well as their efficiency in responding to customer enquiries and evidence of delivering a high quality service, such as ISO accreditations.

By doing so, the appointor can ensure that it complies with all its contractual obligations, and that its interests are being represented in the UK to a high standard.

How best to resolve workplace disputes - tips for employers

Faced with an employee raising a grievance? Here are some practical tips which should help you resolve the dispute at its early stage and stay on positive terms with your employee.

1. Face the problem now
Schedule a meeting with your employee as soon as a problem arises. Do not ignore it as you might not have another chance to resolve the dispute internally.

2. Do not let go of your emotions
During the meeting, be professional and focus on the case rather than on the person and what you feel or think about her or him. Establish facts of each case objectively. Showing empathy might also contribute to resolving the dispute successfully.

3. Allow the employee to be accompanied at the meeting
This is also one of the requirements listed in the amended Code of Practice on disciplinary and grievance procedures.

4. Listen
Treat your employee with respect and listen carefully to what he or she is saying. They might have a point and even indicate ways of improvements helping you avoid similar problems in future.

5. Mediate
Try to achieve a compromise with your employee. This might save you money on usually costly tribunal hearings.

6. Learn from the experience
This might have been a tough but a necessary lesson for your company and you as an employer. Try to draw conclusions from the whole experience. Maybe your internal procedures need reviewing? Do you provide your employees with employment packs containing procedures on dealing with workplace disputes and grievances?

If you wish to find out more about the amended Code of Practice, click here to read our article ‘Resolving workplace disputes’ or contact our team.