United Kingdom: contracts, corporate, trademarks and employment
English law is the most widely chosen governing law for international commercial contracts, and the Companies Act 2006 is the template for several of the other jurisdictions on this site. The United Kingdom combines that with a fast trade mark office, well-developed employment law and tax-advantaged employee option schemes. LegalMatrix products cover England and Wales; Scots law and Northern Ireland differ in places.
LegalMatrix prepares documents on its AI-assisted workflow and delivers in the United Kingdom through an SRA-regulated law firm engaged as its delivery partner. Every document is reviewed and signed off by a solicitor of England and Wales before release. Trade mark searches and UK IPO filings are handled by a Chartered Trade Mark Attorney.
Contracts
| Topic | Essentials |
|---|---|
| Governing law | Parties may choose English law and the English courts, and that choice is respected internationally under the retained Rome I rules and the Hague Choice of Court Convention. London arbitration under LCIA or ICC rules is common. Mandatory rules (for example on employment, consumer protection and commercial agents) apply regardless of the chosen law. |
| Language | English. Welsh may be used in Wales; a foreign-language contract needs a certified translation for court. |
| Electronic signature | Section 7 of the Electronic Communications Act 2000 and the retained eIDAS Regulation make electronic signatures admissible and effective; the Law Commission confirmed in 2019 that an electronic signature can validly execute most documents, including deeds, provided any witnessing requirement is met with the witness physically present. Wills still require witnesses in the signatory's presence under the Wills Act 1837, and HM Land Registry accepts only specified forms of electronic signature for registrable dispositions. Check the authority: https://www.legislation.gov.uk/ukpga/2000/7/section/7 |
- A company executes a deed under section 44 of the Companies Act 2006 by two authorised signatories (directors or secretary) or by one director in the presence of a witness; a common seal is optional.
- The Contracts (Rights of Third Parties) Act 1999 is routinely excluded; the Unfair Contract Terms Act 1977 limits exclusions in standard terms.
- Stamp duty of 0.5 per cent applies to stock transfer forms where consideration exceeds GBP 1,000; HMRC stamps electronically. Check the authority.
- The Commercial Agents (Council Directive) Regulations 1993 give self-employed agents compensation or indemnity on termination that cannot be excluded.
Corporate
| Topic | Essentials |
|---|---|
| Director duties | Sections 171 to 177 of the Companies Act 2006 codify the duties to act within powers, promote the success of the company, exercise independent judgment, exercise reasonable care, skill and diligence, avoid conflicts, not accept benefits from third parties and declare interests in proposed transactions. Directors must verify their identity with Companies House under the Economic Crime and Corporate Transparency Act 2023; check the authority for the current deadline. |
| Shareholder rights | Ordinary resolutions pass by simple majority and special resolutions by 75 per cent; private companies may pass written resolutions. Members have statutory pre-emption rights on allotments for cash (section 561) unless disapplied, may petition for unfair prejudice (section 994) and may bring derivative claims with the court's permission. |
| Share transfers | Shares are transferred by stock transfer form, stamped where duty is payable, approved by the board under the articles (which usually contain pre-emption or consent provisions) and entered in the register of members. Changes are reported to Companies House in the confirmation statement, and PSC changes within 14 days. |
- The register of people with significant control (PSC) is public and must be kept current.
- Companies House identity verification for directors and PSCs became mandatory in late 2025; check the authority.
- Directors need authority to allot shares under section 551 unless the company has one class of shares and the articles do not restrict.
- The Companies House confirmation statement replaced the annual return in 2016 and must be filed at least once every 12 months.
Trademarks
| Topic | Essentials |
|---|---|
| Authority | UK Intellectual Property Office (UK IPO) |
| System | First to file. Unregistered marks are protected only through passing off. |
| Time to registration | Approximately 3 to 4 months from application to registration if no objection or opposition is raised; check the authority. |
| Classes | Nice Classification. From 1 April 2026 the online fee is GBP 205 for one class and GBP 60 for each additional class (the first increase since 1998); check the authority. |
| Opposition | 2 months from publication in the Trade Marks Journal, extendable to 3 months by filing a notice of threatened opposition; check the authority. |
| Term | 10 years from the filing date, renewable for further 10-year periods (renewal fee GBP 245 from April 2026; check the authority). |
- An address for service in the United Kingdom, Gibraltar or the Channel Islands is required; Chartered Trade Mark Attorneys are regulated by IPReg.
- The United Kingdom is a member of the Madrid Protocol. EU trade marks no longer cover the United Kingdom; comparable UK rights were created for EUTMs registered before 2021.
- A registration unused for five years is exposed to revocation.
- The UK IPO offers a pre-filing Right Start option (examination before paying the full fee); check the authority.
Employment
| Topic | Essentials |
|---|---|
| Probation | Probation is contractual, typically 3 to 6 months. The Employment Rights Act 2025 phases in changes to the unfair dismissal qualifying period and a statutory approach to initial periods of employment through 2026 and 2027; check gov.uk for the commencement timetable before relying on a short qualifying period. |
| Notice | Statutory minimum notice from the employer is 1 week after one month's service, one week per complete year from 2 to 12 years, and 12 weeks for 12 or more years; contracts usually provide more. Check the authority: https://www.acas.org.uk/notice-periods |
| Non-compete | Enforceable only where the employer shows a legitimate business interest and the restraint is no wider than reasonably necessary; three to six months is the common range, with twelve months reserved for very senior staff. There is no statutory cap at the review date: a 2023 proposal for a three-month limit was not implemented, and in October 2026 the government announced its intention to legislate limits on non-competes. Check gov.uk. |
| Equity | Enterprise Management Incentive (EMI) options give tax-advantaged treatment to qualifying smaller companies; Company Share Option Plans (CSOP) and unapproved options cover others. EMI requires a valuation agreed with HMRC, plan rules, an option agreement and notification to HMRC within the statutory window. Growth shares and section 431 elections are also common. Check HMRC. |
Products available here
Contracts: drafting and review
Counterparty Contract Review
Negotiation Playbook
Go-to-Market Contract Bundle
NDA Set
Master Services Agreement and SOW
Data Processing Agreement
Shareholders' Agreement
Subscription and Share Transfer Documents
Intercompany Services Agreement
Board and Shareholder Resolutions Pack
Cross-Border Employment Contract
Secondment Agreement
Employee Share Option Plan
Executive Equity Grant
Family Holding and Trust Documents
IP rights: applications and portfolio
Trade Mark Search and Filing
Patentability Assessment
IP Assignment and Licence
Technology Licence Agreement
IP Portfolio Management
Renewals and Annuities
Trademark Watch
Questions
Can an English law deed be signed electronically?
Yes, provided the witness is physically present when the signatory applies the electronic signature. Remote witnessing by video is not valid for deeds. Simple contracts need no witness.
Does a UK trade mark still cover the EU?
No. Since 2021 UK and EU registrations are separate. A brand active in both needs a UK application and an EU application through EUIPO (or Madrid designations of both).
What changed in UK IPO fees?
From 1 April 2026 an online application costs GBP 205 for the first class and GBP 60 for each additional class, and renewal costs GBP 245. Check the authority.
Is a twelve-month non-compete enforceable?
Rarely. English courts enforce the shortest period that protects the legitimate interest; three to six months is typical, and the government has announced plans to legislate limits. Garden leave and non-solicitation are the dependable tools.
Do we need shareholder approval before granting EMI options?
Usually. Directors need allotment authority under section 551 and a disapplication of pre-emption rights, and most shareholders' agreements require consent to a new plan. EMI also has company-level qualifying conditions and an HMRC notification deadline.
Who verifies the identity of our directors?
Companies House, directly or through an authorised corporate service provider. GoGoTrust handles this as part of annual maintenance; LegalMatrix documents assume verification is in place.
Guides
Sources
- GOV.UK: how to register a trade mark ↗
- Companies House ↗
- Companies Act 2006 ↗
- Electronic Communications Act 2000, section 7 ↗
- Acas: notice periods when dismissed or made redundant ↗
- HMRC: tax-advantaged employee share schemes ↗
Reviewed 26 October 2026. Rules and fees change; confirm with the authority before relying on them.
Documents and filings for United Kingdom
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