English Law Legal Opinions for UK Companies and Cross-Border Transactions

Do you need an English law legal opinion for a UK company or an international transaction?

Our Legal Opinion service supports businesses, overseas lawyers, banks, investors and other parties that need a formal opinion on a point of English corporate or commercial law.

For example, you may need an opinion confirming that:

• a UK company has capacity to enter into a contract;
• a company has properly approved a transaction;
• a transaction document has been validly executed; or
• a specific point of English corporate or commercial law applies to a transaction.

Our legal consultant reviews the relevant documents and prepares the legal opinion. Where necessary, we also carry out supporting searches at Companies House, the Central Registry of Winding Up Petitions, HM Land Registry or another relevant public register.

What Is an English Law Legal Opinion?

An English law legal opinion is a formal written opinion on a specific question of English law.

Businesses often need one when a transaction involves more than one country. For example, an overseas bank may lend money to a UK company. The bank may then ask for an English law opinion before completing the transaction.

The opinion may address questions such as:

• Does the UK company have legal capacity to enter into the agreement?
• Has the company approved the transaction correctly?
• Do the people signing the agreement have authority to sign?
• Has the company validly executed the document?
• Does a particular point of English company or commercial law apply?

The exact scope depends on the transaction and the requirements of the person requesting the opinion.

When Might You Need a Legal Opinion?

You may need an English law legal opinion when a UK company takes part in a cross-border corporate or commercial transaction.

Common examples include:

• international financing;
• corporate loans;
• guarantees and indemnities;
• investment transactions;
• share purchases;
• joint ventures;
• corporate restructurings;
• international supply agreements;
• commercial contracts;
• transactions involving a UK subsidiary;
• agreements with overseas parent companies;
• powers of attorney;
• transactions involving property in England or Wales; and
• overseas regulatory or compliance requirements.

In addition, an overseas lawyer may request a legal opinion because they cannot advise on English law themselves.

Banks, lenders and investors may also ask for an opinion before they release funds or complete a transaction.

UK Company Capacity Legal Opinion

A UK company capacity legal opinion considers whether a company has the legal power to enter into a particular transaction.

Our legal consultant may review:

• the company’s articles of association;
• its Companies House records;
• the nature of the proposed transaction;
• relevant corporate documents;
• any restrictions that apply to the company; and
• the relevant rules of English company law.

For example, an overseas lender may want confirmation that a UK company can enter into a loan agreement or guarantee.

However, company capacity and company authority are not exactly the same.

Capacity asks whether the company itself can enter into the transaction.

Authority asks whether the right people within the company have approved it.

Therefore, some transactions require an opinion on both capacity and authority.

Company Authority and Corporate Approval

A company may need approval from its directors, shareholders or another authorised person before entering into a transaction.

For this reason, our legal consultant may review documents such as:

• board minutes;
• written directors’ resolutions;
• shareholder resolutions;
• shareholder decisions;
• powers of attorney;
• signing authorities;
• articles of association; and
• other relevant corporate records.

The review helps establish whether the company followed the correct approval process.

For example, a transaction may require a board resolution before a director signs an agreement. In that case, we may need to review both the board approval and the signed document.

If the company records contain missing or conflicting information, we may first need further documents or clarification.

Valid Execution Legal Opinion

A valid execution legal opinion considers whether a company has signed or executed a particular document correctly under English law.

This is sometimes called a due execution opinion.

The review may consider:

• who signed the document;
• the position or authority of each signatory;
• whether the document is a contract or deed;
• whether witnesses were required;
• whether the correct signing method was used;
• whether someone signed under a power of attorney;
• whether electronic signatures were used;
• whether the company followed the correct execution process; and
• whether the final version matches the version that the parties approved.

For example, a lender may need confirmation that a UK company validly executed a guarantee before the lender completes a financing transaction.

Importantly, an execution opinion relates to the specific document that we review. It does not automatically cover another version of the agreement.

Therefore, you should normally provide the final or near-final transaction documents.

Legal Opinion on a Specific Point of English Law

You may not need a full corporate transaction opinion.

Instead, you may need a legal opinion on one defined question of English corporate or commercial law.

For example, you may need an opinion on:

• the meaning of a provision in a company’s articles;
• a director’s authority;
• a company’s power to enter into an agreement;
• the legal effect of a board resolution;
• the correct way to execute a deed;
• the use of a power of attorney;
• a corporate approval requirement; or
• another defined point of English corporate or commercial law.

In these cases, we first identify the exact legal question.

This helps keep the opinion focused and avoids unnecessary legal work.

Valid Execution and Enforceability Are Different

A valid execution opinion does not automatically confirm that every term of a contract is enforceable.

These are different legal questions.

For example, a document may have been signed correctly. However, a separate question may arise about whether a particular clause is legally enforceable.

An enforceability opinion may require a wider review of matters such as:

• the full agreement;
• the governing law;
• jurisdiction clauses;
• insolvency law;
• contractual remedies;
• public policy;
• limitation clauses; and
• other relevant legal rules.

Therefore, if you need an enforceability opinion, please tell us at the beginning.

Our legal consultant can then review the requested scope and confirm whether the opinion can cover it.

Companies House Searches

Depending on the matter, we may carry out a Companies House search to support the legal opinion.

A Companies House search may help us review:

• the company’s legal name;
• company number;
• incorporation date;
• registered office;
• company status;
• directors;
• filing history;
• articles of association;
• registered charges;
• previous company names; and
• other filed corporate information.

However, a Companies House search may not provide everything needed for a legal opinion.

For example, Companies House may not hold all internal board approvals or other transaction-specific records.

Therefore, we may also ask you to provide the company’s internal documents.

Winding Up Petition Searches

For some transactions, we may also search the Central Registry of Winding Up Petitions.

This may be relevant where the financial or insolvency status of a UK company affects the transaction.

For example, this type of search may form part of the legal review for:

• financing transactions;
• guarantees;
• acquisitions;
• major commercial contracts; or
• other transactions where company status is important.

The need for this search depends on the type of opinion that you require.

HM Land Registry Searches

If the transaction involves property in England or Wales, we may also review information from HM Land Registry.

Depending on the transaction, this may include:

• the registered owner;
• title number;
• tenure;
• registered charges;
• restrictions;
• rights affecting the property; and
• other relevant title information.

However, a Land Registry search is not necessary for every legal opinion.

We only carry out searches that are relevant to the agreed scope.

Other Supporting Searches

Some transactions may require other public searches or supporting evidence.

Therefore, our legal consultant will consider the nature of the transaction before deciding which searches are appropriate.

The final legal opinion may also identify the searches that support its conclusions.

What Documents Do We Need?

The exact documents depend on the legal opinion that you require.

However, you should normally send us as much of the following information as possible:

• UK company name;
• Companies House number;
• details of the transaction;
• countries involved;
• names of the main parties;
• transaction documents;
• the question that the legal opinion must answer;
• the name of the person or organisation receiving the opinion;
• any draft legal opinion supplied by an overseas lawyer, bank or counterparty;
• the required completion date;
• articles of association;
• board resolutions;
• shareholder resolutions;
• powers of attorney;
• signing authorities; and
• signed or proposed signature pages.

If an overseas lawyer or bank has already given you its required wording, please send that wording to us.

This allows our legal consultant to review the request before work begins.

How Our Legal Opinion Service Works

1. Send Us the Transaction Details

First, send us the company details, transaction documents and the legal opinion requirements.

If another lawyer, bank or institution has provided a draft opinion, you should send that as well.

2. We Review the Scope

Next, we identify the legal questions that the opinion needs to cover.

We may also ask for additional documents if the initial information is incomplete.

3. We Confirm the Requirements

We then confirm the scope of work, the documents required and the applicable fee.

Where relevant, we also identify any searches that we need to carry out.

4. Our Legal Consultant Reviews the Matter

Our legal consultant reviews the company records, transaction documents and relevant points of English law.

They may also review corporate approvals, signature arrangements and supporting searches.

5. We Resolve Any Outstanding Points

If the review identifies missing documents or inconsistencies, we will ask you to address them.

For example, we may need an additional board resolution or a clearer copy of an executed document.

6. Our Legal Consultant Prepares the Opinion

Finally, our legal consultant prepares the English law legal opinion based on the agreed scope and the documents reviewed.

Where appropriate, a draft may first be provided for review.

Who Can Request an English Law Legal Opinion?

We can assist with requests from a wide range of clients and professional advisers.

These may include:

• UK companies;
• overseas companies;
• overseas law firms;
• in-house legal teams;
• banks;
• lenders;
• investors;
• investment funds;
• corporate service providers;
• accountants;
• professional advisers; and
• transaction counterparties.

You do not need to be based in the UK.

In fact, many legal opinion requests arise because an overseas party needs advice on the English law part of an international transaction.

Who Can Rely on the Legal Opinion?

A legal opinion normally identifies the person or organisation that may rely on it.

For example, the opinion may be addressed to:

• a bank;
• a lender;
• an investor;
• an overseas law firm;
• a transaction counterparty; or
• another named organisation.

Therefore, please tell us at the start who needs to receive and rely on the opinion.

If several parties need to rely on it, please provide their details as well.

The final opinion will set out the basis on which the recipient may use and rely on it.

Legal Opinion vs Certified Company Documents

A legal opinion is different from a certified company document.

Certified Copy

A certified copy usually confirms that a copy matches the document presented to the person certifying it.

However, it does not normally provide an opinion on a company’s legal capacity, authority or transaction.

Companies House Document

A Companies House document shows information filed on the public register.

However, it does not answer every legal question about a company or transaction.

English Law Legal Opinion

A legal opinion goes further.

Our legal consultant reviews the relevant documents and applies English law to the specific questions in the agreed scope.

Therefore, if an overseas authority asks for a “legal opinion”, a certified Companies House document may not be enough.

Legal Opinion vs Apostille

An English law legal opinion and a UK apostille also serve different purposes.

A legal opinion provides legal analysis.

An apostille, by contrast, authenticates the origin of a UK public document or certain signatures for use overseas.

Depending on the destination country and transaction, you may need:

• a legal opinion only;
• certified documents;
• an apostille;
• embassy or consular legalisation; or
• a combination of these services.

If you are unsure what the overseas recipient requires, send us its instructions so that we can review them.

Cross-Border Transactions

Legal opinions are especially common in cross-border transactions.

For example, a transaction may involve:

• a UK borrower;
• an overseas lender;
• an overseas parent company;
• an English law agreement; and
• lawyers in several countries.

In this situation, the overseas lawyers may advise on their own country’s law. However, they may still need an English law legal opinion for the UK part of the transaction.

The opinion can help the parties understand whether the UK company has capacity, authority and validly executed the relevant documents.

Legal Opinions for Overseas Lawyers

We can also work with overseas lawyers who need an English law opinion for their client or transaction.

If you are an overseas lawyer, please send us:

• your proposed opinion wording;
• details of the UK company;
• the transaction documents;
• the required legal conclusions;
• the proposed recipient;
• the reliance requirements; and
• the transaction deadline.

Our legal consultant can then review the scope and identify any additional documents or searches that may be required.

Legal Opinions for Banks and Lenders

Banks and lenders may request an English law legal opinion before completing a financing transaction.

For example, they may require confirmation that:

• the borrower has capacity to enter into the loan;
• the guarantor has capacity to give a guarantee;
• the company approved the transaction;
• the signatories had authority; and
• the company validly executed the relevant documents.

The precise opinion will depend on the financing structure and the lender’s requirements.

Therefore, if the lender has its own legal opinion template, please provide it at the beginning.

Legal Opinions for Investors

Investors may also request a legal opinion when investing in or dealing with a UK company.

For example, a legal opinion may support:

• an equity investment;
• a share acquisition;
• a joint venture;
• a corporate restructuring; or
• another significant commercial transaction.

The opinion can address the specific English law issues that arise from the transaction.

Fees for English Law Legal Opinions

We quote each legal opinion based on the work required.

The cost may depend on:

• the number of companies;
• the number of transaction documents;
• the complexity of the legal questions;
• the amount of corporate documentation;
• the searches required;
• whether the opinion covers capacity, authority or execution;
• whether enforceability advice is required;
• the number of recipients;
• the transaction deadline; and
• whether another party has supplied a detailed opinion template.

Therefore, please send us the relevant documents before requesting a final fee.

Once we understand the scope, we can confirm the proposed fee and next steps.

How Long Does an English Law Legal Opinion Take?

Turnaround time depends on the complexity of the matter.

A straightforward opinion with complete documents may require less work than a complex cross-border financing transaction involving several companies and agreements.

The timetable may also depend on:

• how quickly we receive the required documents;
• whether corporate approvals are complete;
• whether searches identify any issues;
• whether the transaction documents change; and
• whether another law firm or institution requests amendments to the draft.

For urgent matters, please provide your deadline when you first contact us.

Important Limitations

A legal opinion deals with the specific legal questions set out in its scope.

It does not automatically cover every legal or commercial issue connected with a transaction.

In addition, our legal consultant bases the opinion on the documents, facts and searches available at the time.

For this reason, the opinion may contain assumptions and qualifications.

These may relate to matters such as:

• the authenticity of documents;
• the accuracy of information supplied;
• the identity of signatories;
• the completeness of corporate records;
• foreign law;
• insolvency;
• fraud;
• public policy; and
• matters outside the agreed scope.

The final opinion will explain the relevant assumptions and limitations.

Frequently Asked Questions

What is an English law legal opinion?

An English law legal opinion is a formal written opinion on a specific question of English law. It may cover company capacity, authority, valid execution or another point of corporate or commercial law.

Can you provide a legal opinion for a UK company?

Yes. Our legal consultant can review a request for a legal opinion involving a UK company, subject to the nature of the matter, the agreed scope and the documents available.

Can you confirm that a UK company has capacity to sign a contract?

Our legal consultant can consider whether a UK company has capacity to enter into a particular agreement. The review may include the company’s articles, corporate records, transaction documents and relevant English law.

Can you confirm that a company validly executed an agreement?

Yes, where this falls within the agreed scope. Our legal consultant will need to review the relevant document and execution evidence.

What is a due execution opinion?

A due execution opinion addresses whether a document has been properly executed under the relevant legal rules. It is often requested in cross-border corporate and finance transactions.

Is a legal opinion the same as legalisation or an apostille?

No. A legal opinion provides legal analysis. An apostille authenticates a document or signature for international use. Some transactions may require both.

Do you carry out Companies House searches?

Yes, where appropriate. We may carry out a Companies House search as part of the supporting review for an English law legal opinion.

Can you search for winding up petitions?

Where relevant to the opinion, we may carry out a search at the Central Registry of Winding Up Petitions.

Can you carry out Land Registry searches?

Yes, where the legal opinion relates to property or land in England or Wales and a Land Registry search forms part of the required review.

Can an overseas lawyer request the opinion?

Yes. Overseas lawyers often require an English law legal opinion as part of an international transaction.

Can a bank rely on the legal opinion?

Potentially. The intended recipient and reliance arrangements should be agreed before the final opinion is issued.

Does the service cover foreign law?

No. An English law legal opinion deals with English law within the agreed scope. You may need separate advice from lawyers in other jurisdictions.

Who prepares the legal opinion?

Our legal consultant carries out the substantive legal review and prepares the final legal opinion.

Request an English Law Legal Opinion

Need an English law legal opinion?

Send us your company details and documents for an initial assessment.