Legal Glossary (English and Latin) - S

Sciens

The Latin term "Sciens " means, in a UK legal context: "knowingly".

Secus

The Latin term "Secus " means, in a UK legal context: "the legal position is different, it is otherwise".

Se defendendo

The Latin term "Se defendendo " means, in a UK legal context: "in self defence".

Self-Certify

An employer is obliged under the Social Security Act 1992 to pay Statutory Sick Pay (SSP) for the first 28 days of absence if the employee has been incapacitated for four or more working days. Employees self-certify for the first seven days of absence but thereafter a statement of fitness to work ('fit note') should be sought from the employee's doctor.

Statutory Sick Pay can generally be recovered by an employer through deductions from National Insurance Contributions.

Service Contract

Service Contract

Sexual Harassment

Under the Sexual Discrimination Act 1975, sexual harassment occurs when a person is subject to abuse, hostile behaviour or other unwanted conduct because of his/her sex.

The person may be awarded compensation in an industrial tribunal even where there has been no financial loss. Employers should put in place the necessary policies, training, discipline and monitoring to limit such risks. The employer avoids such liability if he shows he did all that was reasonable to prevent such conduct.

Share

The unit of economic value of a company to which are attached rights to vote and to participate in dividends and capital distributions of the company. Each share has a nominal capital value usually £1, which is paid into the company on issue.

Share Capital

Share capital is the amount of capital raised by a company by the sale of shares. It is made of paid-up capital, reserve capital, uncalled capital and share premium.

Paid-up capital is issued capital, fully or partly paid-up by subscribers. Uncalled capital is capital issued by for which the company has not requested payment. Reserve capital is the share capital that the company has decided to call up because the company is being wound up. Share premium is the excess paid over and above the shares' nominal value.

Share Certificate

A share certificate is a printed certificate issued by a company when a person is entered onto the register of members as the holder of the shares in the company.

The certificate, which is under seal, shows the name and address of the holder and the number and type of shares held. It is evidence of the registered person's title to the shares. On a transfer the share certificate should be delivered to the company with the share transfer to allow a new certificate to be issued to the new shareholder (Companies Act 2006).

Shareholders Agreement

An agreement between shareholders of a company containing their agreement on the regulation of their relationship and on the administration of the company.

There will be an overlap with the Articles of Association but a Shareholders Agreement is not, unlike the Articles of Association, subject to public scrutiny.

Sick Pay

An employer is obliged under the Social Security Act 1992 to pay Statutory Sick Pay (SSP) for the first 28 months of absence if the employee has been incapacitated for four or more working days.

Employees self-certify for the first seven days of absence but thereafter a statement of fitness to work ('fit note') should be sought from the employee's General Practitioner. Statutory Sick Pay can generally be recovered by an employer through deductions from National Insurance Contributions.

Solvent

The term is applied to a range of corporate issues. A company in liquidation is not solvent unless the directors can declare that it can pay all creditors within twelve months.

A company is commonly assumed to be solvent if the value of the company's assets is more than its liabilities, taking account of contingent and future claims or that it will generate sufficient surplus revenue from its operations to make up the deficit.

Special Notice

Where special notice is required, such as for resolutions to remove directors (under Section 168 Companies Act 2006), notice of the intention to move the resolution must be given at least 28 days before the meeting at which it is to be moved. If that is not practicable, notice can be given in newspapers (or any other method allowed by the company's articles) at least 14 days before the meeting. The company must then give notice of the resolution when it calls the relevant meeting.

Special notice applies to certain types of resolution that can only be passed at a general meeting.

Special Resolution

Under the Companies Act 2006, a special resolution is a resolution passed by at least 75% of a company's members. Such a resolution may be voted on either at a general meeting of a company or by the written resolution process.

Notice of any special resolutions passed that change a company's constitution must be notified to the registrar within 15 days of the change coming into effect.

Stamp Duty

A tax on documents relating to specific transactions, share transfers and property transactions. The rates of duty are as follows:

Documents - Dependent on the type of documentation and the nature of the transaction.

Share Transfers - 0.5% of the consideration for the transfer of the shares.

Property - 0% up to £125,000; 2%, £125,001 to £250,000; 5% £250,001 to £925,000; 10% £925,001 to £1.5m; 12% over £1.5m.

Stet

The Latin term "Stet " means, in a UK legal context: " do not delete, let it stand".

Sub modo

The Latin term "Sub modo " means, in a UK legal context: "within limits".

Sub nomine

The Latin term "Sub nomine " means, in a UK legal context: "under the name of".

Sub silentio

The Latin term "Sub silentio " means, in a UK legal context: "in silence".

Sub-Tenant

When a tenant sub-lets (to a third party i.e. a sub-tenant), he usually needs to obtain the landlord's prior written consent or licence to do so.

A business lease usually contains a term preventing the tenant sub-letting or parting with possession of the property. This absolute prohibition can be subject to sub-letting being permitted with the landlord's specific consent. For sub-letting, the landlord's greatest concern will be to ensure that the sub-tenant has no greater security that the tenant himself. The existing tenant remains directly liable under the lease for rent.

Subscribers

The first subscribers are those who sign the Memorandum and Articles of Association submitted to the Companies Registry to incorporate a company and agree to purchase shares in the company. On incorporation they become the first shareholders (or in the case of a company limited by guarantee, its first members).

Otherwise subscribers are persons who apply to a company for new shares to be issued to them and pay the subscription price.

Subsidiary Company

A company controlled by another company.

A company is deemed to be a subsidiary of another if: (a) that other (i) is a member of it and controls the composition of its board of directors; or (ii) holds more than half in nominal value of its equity share capital; or (b) the first-mentioned company is a subsidiary of any company which is that others subsidiary.

The composition of a company's board of directors is deemed to be controlled by another company if that other company by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove the holders of all or a majority of the directorships.

Suggestio falsi

The Latin term "Suggestio falsi" means, in a UK legal context: "the suggestion of something which is untrue".

Sui generis

The Latin term "Sui generis" means, in a UK legal context: "unique".

Summary Dismissal

Gross misconduct should ideally be defined in the employment contract and, where committed should allow the employer to dismiss without notice or prior warnings ("summary" or "instant" dismissal).

Conduct subject to summary dismissal will normally include theft, violence, falsification of records and other serious matters. The list should be stated as being non-exhaustive to allow the employer discretion.

Suppressio veri

The Latin term "Suppressio veri" means, in a UK legal context: "the suppression of the truth".

 
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