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LPC Law Notes Business Law and Practice Notes

Company Decision Making Notes

Updated Company Decision Making Notes

Business Law and Practice Notes

Business Law and Practice

Approximately 649 pages

A collection of the best LPC BLP notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".

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Issue Resolution CA 2006/Model Articles/Table A

Administration

MA15 Keep records of resolutions for 10 years. TA 100

s248 Board Minutes, s355 General Minutes.
A Contract Board Resolution

Model Articles 3

TA 70
Change of Registered Office Board Resolution s87 CA 2006 may change registered office by giving notice to Companies House

  • Notice to Companies Registrar

  • Effective on registration

  • May still receive post at old address for 14 days

  • Form AD01

  • Companies (Trading Disclosures) Regulations 2008

  • Reg 3: Must display registered name at new office

  • Reg 6 & 7: Must update business letter, order forms and website

  • Reg 9: Must disclose new address to anyone who requests it
Change of Accounting Date Board Resolution

s392 CA 2006 may amend its current and subsequent period or previous (one immediately before this) and subsequent

s392(3) Can not change if within 5 years of last change

Model Articles 15

  • Notice to Companies Registrar

  • Shortening or extending? s392(2) (Max. 18 months)

  • Inform company accountants of new accounting date

  • Form AA01
Appointment of a Director Board Resolution or Ordinary Resolution

s157 must be 16+

s162 CA 2006 must keep register of directors

Model Articles 17

TA 84 for executive director

  • Update the Companies own register

  • Notice to Companies Registrar within 14 days or appointment not valid (s167 CA 2006)

  • Directors appoint, shareholder approve

  • s163, s165 (address) update register of directors

  • Form AP01
< 2 Year Service Contract Board Resolution

s188 Fixed Term less than 2 years

Model Articles 19

  • Must keep a copy of the contract at the Registered Office (or a note if no contract)

  • Including 1 year after contract ends (s228)
> 2 year Service Contract Ordinary Resolution

s188 Fixed Term exceeds 2 years

s189 If breach, guaranteed term void, contract voidable on reasonable notice

s227-s230 Members can see all contracts

  • Must circulate memorandum of terms with draft resolution OR available 15 days before meeting at registered office with copy at the meeting (s188(5))

  • If wholly owned subsidiary then no need to pass resolution in holding company

  • Must keep a copy of the contract at the Registered Office (or a note if no contract)

  • Including 1 year after contract ends (s228)
Substantial Property Transaction Ordinary Resolution

s190 Director or connect person acquires/sells non-cash asset from/to company

s191 more than 10% of company asset value OR more than 100,000

s1163 CA 2006 ‘non-cash asset’

  • Voidable if not approved (s195(2))

  • Director(s) Liable (s195(3))

  • ‘Connected person’ Rule applies s190(1) s252

  • If wholly owned subsidiary then no need to pass resolution in holding company (exception s190(2) if director is also director of holding company)

  • Board agree, call GM for members to approve, sent back to Board to carry out

Loans to Directors, Guarantees and Security

(unincorporated)

see also Insolvency notes on corporate charges

 Ordinary Resolution

s197 no loan to director, holding company, cannot give/provide security/guarantee without approval

s204 50,000 to fund company business

s207 10,000 loan on aggregate

s197(3) if no memorandum then no valid resolution

s197(4) Memorandum setting out:

nature of transaction

amount and purpose of loan

extent of company liability

14(4)(a) MA Director can vote despite interest

  • Must circulate in writing with draft resolution OR available 15 days before meeting at registered office with copy at the meeting (s197(3))

  • Voidable if not approved (s213 (2))

  • Directors Liable (s213(3))

  • Can demand immediate repayment

  • If wholly owned subsidiary then no need to pass resolution in holding company (exception s197(2) if director is also director of holding company)

  • Board agree, call GM for members to approve, sent back to Board to carry out

  • Form MR01 to Companies House within 21 days or charge void s859H(3) also must send a certified copy of the charging document s859I

Loans to Directors

(PLC or company associated with a PLC)

 Ordinary Resolution

s198 Quasi-loans

s199 Definition

s201 Credit Transactions (hire purchase or conditional sale)

s204 50,000 to fund company business

s207 10,000 loan on aggregate

  • ‘Connected person’ Rule applies (s200 CA 2006) (s252)

  • Must circulate in writing with draft resolution OR available 15 days before meeting at registered office with copy at the meeting (s197(3))

  • Voidable if not approved (s213 (2))

  • Directors Liable (s213(3))

  • Can demand immediate repayment

  • If wholly owned subsidiary then no need to pass resolution in holding company (exception s197(2) if director is also director of holding company)

  • Board agree, call GM for members to approve, sent back to Board to carry out
Compensation for loss of office Ordinary Resolution

s217: No payment to director or director of holding company for loss of office

s220: Approval not required for payment made in good faith (damages/wages)

s221: Okay if less then 200

s222(1): If breach the recipient holds payment on trust

s218-s219 no payment on transfer/takeover

  • Must circulate in writing with draft resolution OR available 15 days before meeting at registered office with copy at the meeting (s217(3))

  • Directors Liable (s222(1)(b))

  • If wholly owned subsidiary then no need to pass resolution in holding company

  • Board agree, call GM for members to approve, sent back to Board to carry out

  • s162, s165 update register of directors

  • Form TM01

  • Notify registrar within 14 days (s167(1)(a))
Change of company name

Special Resolution

s78 CA 2006

Company and Business Names (Miscellaneous Provision) Regulations 2009

s77 CA 2006

s78 CA 2006

Trading or business name does NOT require resolution of members

  • Must change all company order forms, website and company sign at registered office.

  • Inform registrar and send a copy of the resolution Form NM01 and 8 or 10

  • Registrar will issue new Certificate of Incorporation

  • Must send the special resolution to Companies Registrar within 15 days s30 CA 2006
Change of Articles Special...

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