Company Procedure Diagram - Business Law and Practice

Board Meeting 1 1) Who calls it? Model Articles - MA 9(1) Any of the [OLD] directors by giving notice of the meeting 2) What is the notice period for calling the meeting? Browne v La Trinidad Reasonable notice according to what is usual for the company 3) What is the quorum? a) What proportion is needed? Model Articles - MA 11(2) Quorum is never less than two, and the default is two, unless the directors have fixed it to another number. b) Are there any conflicts of interest?? 1) Board Resolutions to take Board decisions at Board Meeting 1 MA14 There may be a conflict on certain board resolutions. E.g. Appointing your wife as a director by board resolution. Will not count for the voting for quorum or voting purposes. 2) Board Resolution to put decisions to a General Meeting MA14 There will be no conflicts of interest at this stage, even if declared at this BM, as this stage is merely voting to put something on the agenda at the GM 4) What is the agenda for the board meeting? 1) Reports Company update 2) Board Resolutions to take Board decisions at Board Meeting 1 Changing directors Changing company secretary 1) Appointing NEW directors MA 17(1)(b) Appointed by board resolution * Will take place at BM1 and will take effect immediately * May also be done by ordinary resolution of board if proposed by board resolution to be put on the agenda for the GM (MA 17(1)(a)) 2) Resignation of OLD directors MA 18(f) * Previous director(s) resign by giving letters of resignation at the BM * These can be accepted immediately at the BM 1) Appointing NEW company secretary MA 3 and 5 * Generally appointed by board resolution of NEW directors s.270(1) * Private companies are not required to have a company secretary 2) Resignation of OLD company secretary No specific authority * Previous company secretary resigns by giving letter of resignation to the BM. * This can be considered and accepted immediately at the BM Changing of Chairperson 3) Board Resolution to put decisions to a General Meeting 1) Resignation of OLD Chairperson No specific authority * Outgoing director who was the Chairperson automatically ceases being Chairperson on resignation as a director or as Chairperson 2) Appointment of NEW Chairperson MA 12(1) * Board resolution at the BM to appoint a NEW Chairperson Changing of shareholder/s MA 26 * It is usual to have a board resolution to approve a share transfer * Formalities -See changing of shareholder(s) below Change of registered office s.87(1) * Board resolution to instruct company secretary to complete the AD01 and send it to the Registrar Change of accounting reference date s.392(1) * Board resolution to instruct company secretary to complete the AA01 and send it to the Registrar Appoint auditors s.485(3) * Board resolution to appoint new auditors * Can also be appointed by members at specified times - s.485(4) 1) Board Resolution to put Ordinary Resolutions forward at GM / in written resolution MA 17(1)(a) Appointing a new director by ordinary resolution 2) Board Resolution to put Special Resolutions forward at GM / in written resolution s.77(1)(a) Changing the company name s.188(2) Approval of a long-term service contract (that is longer than 2 years) s.21(1) Amendment of company's articles 4) Board Resolution to approve notice for a full notice General Meeting, a short notice General Meeting or a Written Resolution 1) Full notice General meeting 1) Resolution to approve the form of the notice for the GM s.311 * Includes the date and time of the meeting s.283(6) and Re Moorgate Mercantile * Includes the precise wording of special and ordinary resolutions s.325(1) * A statement that a member may appoint a proxy * This is especially relevant if the member is a company 2) Resolution to direct company secretary to give notice of the GM s.308 Notice must be given in a) Hard form, b) Electronic form, c) By means of a website s.310(1) Notice must be sent to a) Every member and every director of the company 2) Short notice General Meeting 1) Approve the form of the notice for the GM 3) Written resolution 1) Propose the written resolution s.288(3)(a) May be proposed by the directors of a private company s.288(3)(b) May be proposed by the members of a private company 2) Approve the form of the written resolution. s.283(3)(a) CA Any Special Resolutions must be designated as such s.291(4)(b) and s.296 CA Written Resolution must have instructions to shareholders how to vote s.291(4)(b) and s.297CA Instruction to shareholders as to how to identify the lapse date s.291(3)(a) Written resolution must be given in: a) Hard form, b) Electronic form, c) By means of a website 3) Direct company secretary to give notice of the Written Resolution s.291(2) CA Send the written resolution to every eligible member s.502(1) CA Send the written resolution to the company's auditors 5) Board Resolution instructing Secretary to deal with Post Meeting Matters 5) Disclosure of interest 1) If there is going to be General Meeting on full notice Board resolution to instruct Secretary to deal with post Meeting matters should be dealt with at this stage. 2) If there is going to be a General Meeting on short notice Post Meeting matters should be dealt with at the end of Board Meeting 2 for both Board Meetings s.177(1) If a director is interested in a proposed transaction then he must disclose his interest to the board. * Exceptions in s.177 may apply but in practice would declare interest anyway 1) Buyback of director's shares 2) Issue and allotment of shares 3) Director's long term service contracts 4) Director's interest in substantial property transaction 5) Director's interest in loans 6) What is the voting procedure? 7) End of meeting procedure a) What proportion is needed? MA7(1) * Board must agree all board resolutions / agenda items by a majority b) Are there any conflicts of interest? 1) Board Resolutions to take Board decisions at Board Meeting 1 MA14 There may be a conflict on certain board resolutions. E.g. Appointing your wife as a director by board resolution. Will not count for the voting for quorum or voting purposes. 2) Board Resolution to put decisions to a General Meeting MA14 There will be no conflicts of interest at this stage, even if declared at this BM, as this stage is merely voting to put something on the agenda at the GM a) The General Meeting is on full notice Close of board meeting b) The General Meeting is on short notice Board meeting is adjourned c) The agenda is being voted on as a written resolution Board meeting is adjourned for the written resolution to be signed 8) Post meeting matters Company secretary files relevant documents with the Registrar of Companies and other related duties Change of Directors s.167(1) - Form AP01 * Forms notifying appointment of directors to the Registrar of Companies within 14 days s.167(1) - Form TM01 * Forms notifying termination of directors' appointment to the Registrar of Companies within 14 days s.162 CA * Update the company's register of directors Change of Company secretary s.275 and s.276(1) - Form AP03 * Forms notifying appointment of secretary to the Registrar of Companies within 14 days s.276(1) - Form TM02 * Forms notifying termination of secretary's appointment to the Registrar of Companies within 14 days s.275 CA * Update the company's register of secretaries Company secretary duties Notice of change of registered office s.87(1) - Form AD01 * Notice must be given to the registrar as soon as possible by the AD01 Notice of change of accounting reference date s.392(1) - Form AA01 * Notice must be given to the registrar as soon as possible by the AA01 s.248(1) CA * Write up minutes of the board meeting