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Board Meet General Meet Table Notes

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Outcome

Proc
.

Docs

BM1

GM/WR

BM2/RE
-CON BM1

Filing - If unanimous decision, must be recorded (MA15/TA100(b))

Failure

Internal: Mins of BD1 for 10 years from date of meeting at RO (s248). (MA15/TA100(b))

Change of Register ed Office (s87 Co' Act 2006)

1. Can be fined for External: Send notice to not keeping BM mins registrar (Form AD01) (s87(1)). (s248(4)) Change takes effect upon notice being registered by registrar, but 2. Can be fined for until the end of the period of 14 not maintaining days beginning with the date on proper records which it is registered a person (s1134) may validly serve any document on the company at the address previously registered (s87(2)).

Resolve to approve change of address from X to Y (MA 3 & TA 70 general management powers)(Simple Majority MA 7, TA 88)

1. Can be fined for not keeping BM minutes (s248(4))

Change of accounti ng referenc e date ARD (s392)

Internal: Mins of BD1 for 10 years from date of meeting at 2. Period may not be extended so as to exceed RO (s248) (MA15/TA100(b))

Resolve to change accounting period from to - (MA 3 & TA 70 general management powers)(Simple Majority MA 7, TA 88)

18 months and notice stating this will be ineffective (s392(5))

External: Send notice to registrar (Form AA01) stating whether current/
previous 3. Notice extending a period will be shortened/ Co's ARD is NOT effective if another extension was extended (s392(1)&(2))

made within previous 5 years (s.392(3))

Alteratio n of Articles (s21(1)) Effective when SR is passed

Copy of draft Arts. Attach to WR if using.

1. SR to Resolve to: approve

1. Approve the wording amendme of the changing of the nt to Articles (MA 3 & TA 70 - company' general management s articles powers) to

2. Call GM (s302) Call include/
GM (s302) or circulate exclude WR (s291) to change (s21(1))

Resolve to do filing Make it clear it is for no other purpose
!

Internal: 1. Mins of BD1 & BD 2 for 10 years from date of meeting at RO (s248) (MA15/TA100(b))

2. Mins of GM/WR for 10 years from date of meeting (s355) (TA100(b))

1. Can be fined for not keeping BM mins (s248(4))

2. Can be fined for not keeping GM mins (s355(4))

External: 1. Copy of Amended 3. Person guilty liable Articles not less than 15 days to a fine (s26(4)) and

articles (Simple Majority MA 7, TA 88) If no short notice Filing

1. Mins of BD1 (s248) Outcome

Change of name by SR (ss77(1) (a) & 78) Effective from date on new certificate of incorporati on (s81(1))

Change of name by Articles (s77(1)(b)
& 78) Effective from date on new certificate of

Proc. Check restrict ions as to name (s5467). Do, Google , Yellow Pages
& full TM Search to check name is suitabl e. Check restri as to name (s5467) Google , Yellow Pages
& full

Docs

BM1

Resolve to:

1. Approve the change of name. (MA 3 & TA 70)

2. Call GM (s302) or circulate WR (s291) to change name (MA 7, TA 88) If no short notice
- Filing Internal: 1. Mins of BD1 (s248)

Resolve to approve change name in accordance to the Articles (MA 3 & TA 70 general management powers)(Simple Majority MA 7, TA 88)

(75%
s283(1))

GM/W R

1. SR to approv e the chang e name of co from X to Y(s77(1 )) (75%
s283( 1))

BM2/RE
-CON BM1

Resolve to do filing Make it clear it is for no other purpose
!

after amendment takes effect (s26(1)) 2. SR within 15 days of it being passed (s30(1)) 3. Form CC01 within 14 days if Articles are entrenched (s23) Filing

must sent relevant documentation. Failure to do so may result in criminal proceedings (s27). Failure

Internal: 1. Mins of BD1 & BD 2 for 10 years from date of meeting at RO (s248) (MA15/TA100(b))

2. Mins of GM/WR for 10 years from

1. Can be fined for date of meeting (s355) (TA100(b)) not keeping BM mins
. (s248(4)) External: 1. Form NM01 & fee

2. Can be fined for (currently PS10) to Registrar (s79(1)) 2. not keeping GM mins Forward copy of SR to Registrar (s78). (s355(4)) Once Registrar satisfied that new name is compliant, will enter new name on register (s80(2)) and issue new certificate of incorporation (s80(3)).

Internal: Mins of BD1 for 10 years 1. Can be fined for from date of meeting at RO (s248). not keeping BM mins (MA15/TA100(b)) (s248(4)) External: 1. Form NM01 & fee (currently PS10) to Registrar

2. Forward statement confirming that the change has been via Arts. (s79(2)) Once Registrar satisfied that new name is compliant, will enter new name on

incorporati on (s81(1))

Appointm ent of Director by Board (normal method if D's are members) (MA 17 (1)(b)) (TA 79)

Outcome Appointm ent of Director by Members (more appropria te if D's are different to Members) (MA17 (1)

TM Search to check its ok.

register (s80(2)) and issue new certificate of incorporation (s80(3)).

Resolve to appoint director Form (Simple Majority indicat MA 7, TA 88) [If ing appointed under person TA79, D holds 's office until next consen AGM where he t to will only remain becom a D if ing a D reappointed by an OR by SHs Procedu re

Docs

BM1

Form indicating person's consent to becoming aD

Resolve to call GM (s302) or circulate WR (s291) to appoint D If no short notice Filing Internal: 1. Mins of BD1 (s248)

Internal: 1. Update Reg. of Ds (s162(1)) 2. Update Reg of D's Res Add (s165) [particulars of directors to be registered (s163)] 3. File and Keep Mins of BD1 and Copy of Service Contract for 10 years from date of meeting at RO (s248) (MA15/TA100(a)).

4. Update stationary (s82) External: 1. Form APO1 within 14 days of that person becoming a director (s167(2)(b))

2. Send statement signed by D indicating his consent to act as a D (s167(2)(b)) 3. Form CH01 (if change in D's details) within 14 days (s167(1)(b)) GM/W BM2/REFiling R CON BM1

1. OR Resolve to Internal: 1. Mins of BD1 for 10 years from date of to appoint appoin [name of meeting at RO (s248) tD D]
to (MA15/TA100(a)). 2. Mins of GM/WR for 10 years (MA1 board. from date of meeting 7/TA7 (s355) 3. Update Reg of Ds 8) (s162(1)) 4. Update Reg of (s282 Ds' Res. Add. (s165)
=
[particulars of D's to be
+50%) registered (s163)]

5. Update stationary (s82) 6. Copy of D's contract & kept at least 1 year (s228(1)

1. Can be fined for not keeping BM mins (s248(4)) 2. Co/D can be fined for not updating Reg of D (s162(6)+(7)))/Reg of D's Adds (s165(4)+(5))

3. Ds can be fined for not notifying CoHo of changes to Regs (s167(4)+(5)) Failure

1. Can be fined for not keeping BM mins (s248(4))

2. Can be fined for not keeping GM mins (s355(4))

3. Co/D can be fined for not updating Reg of D (s162(6)+(7)))/Reg of D's Adds

(3)) External: 1. Form APO1 within 14 days of appointment (s167(2)(b))

2. Send statement signed by D indicating his consent to act as a D (s167(2)(b))

3. Form CH01 within 14 days (s167(1)(b))

(a)) (TA 78)

1. Appoint D Service to board Contract [MA17(1 ("SC") to )(b)
/
D of 2 TA79)] or years or
[MA less (MA 3 17(1)
& MA 19) (a) / TA (TA84) 78).

2. Grant of SC

Copy of proposed Service Contract with Company

1. Appoint D to board
[MA17(1 )(b)
/
TA79)] or
[MA 17(1) (a) / TA 78).

2. Grant of SC

Draft SC AVAIL 15 DAYS BEFORE &
AT GM (s188(5) (b)) If WR, send SC &
WR together no 15 days shit. (s188(5) (a) = WR)

SC to D of 2 years or more (s188) (Must've S'holder Approval)

If WR is used can be Reconvene d BM. Outco me

Proc.

Internal: 1. Mins of BD1
& BD2 (s248/MA15) &
GM (s355) for 10 years from date of meeting at RO (TA100(b) 2. Copy of D's SC/memo of terms at RO [or SAIL (s1136)] for inspection by the members (s229). 3. Must be kept for inspection for 1 yr after contracts expire (s228(3))

Resolve to:

1. approve terms of SC (MA 3 & TA 70)

2. Enter SC 3. Authorise 2 D to sign on behalf of Co (s43/44). INTEREST. (Simple Majority MA 7, TA 88)

Resolve to 1. Approve draft SC (MA 3 & TA 70 )

2. Call GM (s302) or circulate WR (s291) to approve SC. INTEREST. (Simple Majority MA 7, TA 88). If GM called Filing 1. Mins of BD1 (s248)

Docs

BM1

1. OR Resolve to: to

1. Approve approv terms of SC e

2. length Authorise 2 of D to sign term on behalf of SC of Co (s282 (s43/44).
=

3. Enter SC
+50%) GM/WR

Internal: 1. Mins of BD1
& BD2 (s248) & GM/WR (s355) for 10 years from date of meeting at RO (TA100(b)) 2. Copy of D's SC/memo of terms at RO
[or SAIL (s1136)] for inspection by the members (s229). 3. Must be kept for inspection for 1 yr after contracts expire (s228(3))

BM2/RE
-CON

Filing

(s165(4)+(5))

4. Ds can be fined for not notifying CoHo of changes to Regs (s167(4)+(5))

1. Can be fined for not keeping BM mins (s248(4))

2. Fine if SC not available for inspection (s228(6)).

1. Fine for not keeping BM mins (s248(4))/GM mins (s355(4))

2. Fine if SC not available for inspection (s228(6)).

3. If no SH approval - duration clause
=
void & SC deemed to contain term entitling Co to terminate at any time by reasonable notice (s189) Failure

BM1 Resolve to appoint Secretary (TA99) (MA 3
& TA 70 general management powers) (Simple Majority MA 7, TA 88)

Appoi nt a new Secret ary

Subtan tial

Propepe rty

Trans.

(SPT) s190196 (Must'v e S'holde r Approv al)

Lendin g to/
guaran teeing loans to Ds (s197214)

Internal: 1. Mins of BD1 for 10 years

1. Can be fined for not from date of keeping BM mins (s248(4)) meeting at RO (s248).

2. Co/D can be fined for not (MA15 updating/making available for
/TA100(a)) 2. inspection the Reg of Sec Amend (s275(6)+(7) register of Secs (s275)

3. D can be fined for not External: notifying CoHo of changes to Form APO3 Regs (s276(3)+(4)) with 14 days (s276(1)(a))

s190 -a) arrangement?
[Contract between parties =
arrangement (s190(1)] b) is it between the company and a company connected to the director? (See Bec's method) c) NCA? d) Substantial? (NB Exceptions s192193)

Proposed Contract

Exceptions (s204208) - small loans (under PS10,000) and money lending companies that lend at commercial rate

Draft loan &
s197(4) memo nature of trans.,
PS of loan, its purpose & extent of the co's liability under

Resolve to 1. Approve terms of SPT (MA 3 &
TA 70) 2. Call GM (s302) or circulate WR (s291) to obtain approval of SPT. (+50%
=MA 7, TA 88) INTEREST. If no short notice - Filing Internal: 1. Mins of BD1 (s248)

1. Approve draft loan (MA 3 & TA 70) 2. Call GM (s302) or circulate WR (s291). (+50%
MA 7, TA 88)

Resolve to: 1. Internal:1.

1. OR authoris Mins of BD1 &
to e 2 Ds BD2 approve to sign (s248/MA15) SPT on
& GM/WR (s190(1 behalf (s355) for 10 )) (s282 of Co years from
=
(s43/44 date of
+50%) ). 2. meeting at RO Sign the (TA100(b)) Contract

1. If shareholder approval not obtained, contract is voidable by the company (s195(2)) 2. D who was part to contract, a person connected to that D and any other D who authorises the Contract is liable to indemnify the contract for any loss suffered (s195(3)) UNLESS they were not aware of it (s195(7))
[N.B. SHs can pass OR at GM or WR within a reasonable time period to ratify failure to obtain approval (s196)]

3. Can be fined for not keeping BM mins (s248(4))/ GM mins (s355(4))

1. OR to approve grant of the loan to D (s197(1

1. If OR is not passed then transaction is voidable (s213(2)) 2. D who was party to contract, a person connected to that D and any other D who authorises the contract liable to indemnify the contract for any

Resolve to: 1. authoris e 2 D to exec on behalf of Co

Internal: 1. Mins of BD1 &
2 (s248/MA15)
& GM/WR (s355) for 10 yrs from date

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