Consultancy Agreement: company (time-based)

Name: Consultancy agreement template (time based)
SKU: EMC003.001
Price: 35.00 GBP
Availability: InStock

This Consultancy Agreement is for the appointment by the client of a service company to provide consultancy services on a time basis. The service company agrees to procure that a named individual provides the services and that the individual complies with other applicable provisions of the agreement.

for the appointment of an individual to provide consulting services through a service company
for a fixed term appointment or an appointment terminable on notice

What are the key features?

24 clauses over 16 pages
time-based appointment for a fixed term, terminable by notice by either client or consultant
service performance obligations on the consultant company, including for performance of the services by the named individual
consulting fees on the basis of time spent at an agreed contractual rate
ownership of intellectual property rights arising from the services
status of the consultant as an independent contractor
early termination for breach and other circumstances

What else do I need to know?

Often, this type of Consultancy Agreement is also accompanied by a letter from the named individual to the client. This will contain undertakings from the individual directly to the client covering the following:

that the individual owns the service company and will continue to do so
that the individual will be employed by the service company by the individual
that the client will own intellectual property rights in materials/work product generated by the individual
that the individual will be responsible for the service company’s performance of the consultancy agreement

We have a form of this side letter available – see

Consultancy Agreement: company (individual side letter)

What other documents are available?

For a form of consultancy for a service company on a project basis, see

Consultancy Agreement: company (project-based)

For forms of consultancy agreement with an individual consultant, see

Description

When do I use this document?

where one or more shareholders wish to remove a director
where the Articles of Association do not include a simpler removal process
as special notice pursuant to the Companies Act 2006 to remove a director

Key features

special notice required to remove a director from office
including an ordinary resolution to remove a director, for use by either a single shareholder or multiple shareholders
alternative forms covering:
- removal of director only
- removal of director and appointment of replacement director

What else do I need to know?

Under section 168 of the Companies Act 2006, shareholders can remove a director by passing an ordinary resolution at a general meeting. This decision cannot be made by written resolution. The shareholder proposing the removal must give formal notice to the company. The Articles of Association cannot override this statutory process or change the notice periods required for the process.

Once the company receives special notice, the board must call a shareholder meeting. This meeting must take place at least 28 days after the notice is received. The director facing removal has the right to submit written representations, which the company must circulate to shareholders before the meeting.

The special notice may also propose appointing a new director to replace the one being removed.

In some companies, weighted voting rights can protect shareholder-directors being removed from office by granting them extra votes on removal resolutions. This is common in joint ventures, multi-shareholder businesses, or investor agreements where director rights need protection.

Being removed as a director does not affect employment rights, but it may lead to legal claims, such as wrongful dismissal. If the removed director is also a shareholder, they may claim unfair prejudice under the Companies Act 2006 – particularly in quasi-partnerships, where they expected to be involved in management. If the claim succeeds, the court may order other shareholders to buy their shares at fair value.

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£35.00 exc VAT

Updated by a lawyer on 03/09/2024

Updated By a lawyer on 01/05/2023

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Consultancy Agreement: company (time-based)