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Company Decision Making Notes

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Business Law & Practice Company Decision Making Issue

Resolution

A Contract

Board Resolution

Change of Registered Office

Board Resolution

Change of Accounting Date

Board Resolution

Appointment of a Director

Board Resolution or Ordinary Resolution

< 2 Year Service Contract

Board Resolution

CA 2006/Model Articles/Table A Model Articles 3 TA 70 s87 CA 2006 may change registered office by giving notice to Companies House

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 s157 must be 16+
s162 CA 2006 must keep register of directors Model Articles 17 TA 84 for executive director s188 Fixed Term less than 2 years Model Articles 19

1 Administration MA15 Keep records of resolutions for 10 years. TA 100 s248 Board Minutes, s355 General Minutes.
? Notice to Companies Registrar
? Effective on registration
? May still receive post at old address for 14 days
? Form AD01
? Companies (Trading Disclosures) Regulations 2008 o Reg 3: Must display registered name at new office o Reg 6 & 7: Must update business letter, order forms and website o Reg 9: Must disclose new address to anyone who requests it
? Notice to Companies Registrar
? Shortening or extending? s392(2) (Max. 18 months)
? Inform company accountants of new accounting date
? Form AA01

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

Business Law & Practice Company Decision Making

> 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

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 PS100,000 s1163 CA 2006 'non-cash asset'

Loans to Directors, Guarantees and Security (unincorporated)

Ordinary Resolution

s197 no loan to director, holding company, cannot give/provide security/guarantee without approval s204 PS50,000 to fund company business s207 PS10,000 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

see also Insolvency notes on corporate charges

2 ? Including 1 year after contract ends (s228)
? 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)
? 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
? 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

Business Law & Practice Company Decision Making

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 PS50,000 to fund company business s207 PS10,000 loan on aggregate???Compensation for loss of office

Change of company name

Ordinary Resolution

Special Resolution s78 CA 2006

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 PS200 s222(1): If breach the recipient holds payment on trust s218-s219 no payment on transfer/takeover Company and Business Names (Miscellaneous Provision) Regulations 2009 s77 CA 2006 s78 CA 2006 Trading or business name does NOT

3?????

of the charging document s859I '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 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)) 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 PS8 or PS10 Registrar will issue new Certificate of Incorporation

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