Oxbridge Notes | Company Procedure - Business Law and Practice



TABLE OF CONTENTS
		Resolution Type
Enter into routine contract	1	BR
Change registered address	2	BR
Change accounting reference date	3	BR
Change company name	4	SR
Change articles	7	SR
Appoint director	10	BR
Approve long-term service contract	11	OR
Approve loan to director	14	OR
Accept director’s resignation	17	BR
Remove director	18	OR
Enter into secured loan agreement	21	GM
Approve substantial property transaction	22	OR
Register share transfer	25	BR
Allot new shares (s550)	27	OR & SR
Allot new shares (s551)	31	OR & SR
Buyback of shares out of profits	35	OR
Buyback of shares out of capital	39	OR & SR
Reduce share capital	44	SR
Pay interim dividends	48	BR
Pay final dividends	49	OR

ENTER INTO ROUTINE CONTRACT
SUMMARY	Directors can enter into most contracts under their general powers – MA 3, and will need to authorise someone to execute the contract on the company’s behalf.
BOARD MEETING	Notice MA 9(1): Any director can call a board meetingby: giving reasonable notice– Re Homer to all directors –MA 9(3) in writing or otherwise –MA 9(3) with the date, time and place of the meetingand the means of communication –MA 9(2)
	Declaration of interests s177: Directors must declare any interests in proposed transactionsunless: the interest cannot reasonably be regarded as likely to give rise to a conflict of interest; the other directors are already aware of the nature and extent of the interest; or the interest concerns the director’s service contract – s177(6)
	Quorum MA 11(2): The minimum quorum is 2 directors. MA 14(1): Directors who have declared an interest cannot voteand do not count towards the quorum. This restriction can be disapplied byOR– MA 14(3)(a).
	Voting MA 7(1): Each director has one vote and decisions are by simple majority. MA 13(1): The Chairman has the deciding vote.
	Resolutions The board will resolve to: Approve and enter into the contract; and Authorise execution.
ADMIN	Keep records MA 15, s248(2): minutes of board meetings for 10 years

CHANGE REGISTERED ADDRESS
SUMMARY	Directors can change the registered address under their general powers – MA 3, by giving notice to the registrar– s87(1),usingAD01. The change takes effect on notice, but the old address remains valid for service for 14 days– s87(2).
BOARD MEETING	Notice MA 9(1): Any director can call a board meetingby: giving reasonable notice– Re Homer to all directors –MA 9(3) in writing or otherwise –MA 9(3) with the date, time and place of the meetingand the means of communication –MA 9(2)
	Declaration of interests s177: Directors must declare any interests in proposed transactionsunless: the interest cannot reasonably be regarded as likely to give rise to a conflict of interest; the other directors are already aware of the nature and extent of the interest; or the interest concerns the director’s service contract – s177(6)
	Quorum MA 11(2): The minimum quorum is 2 directors. MA 14(1): Directors who have declared an interest cannot voteand do not count towards the quorum. This restriction can be disapplied byOR– MA 14(3)(a).
	Voting MA 7(1): Each director has one vote and decisions are by simple majority. MA 13(1): The Chairman has the deciding vote.
	Resolutions The board will resolve to: Change the registered address.
ADMIN	File with Companies House s87(1): AD01 Change of registered office
	Keep records MA 15, s248(2): minutes of board meetings for 10 years

CHANGE ACCOUNTING REFERENCE DATE
SUMMARY	Directors can change the accounting reference date under their general powers – MA 3, by giving notice to the registrar– s392(1),usingAA01.
BOARD MEETING	Notice MA 9(1): Any director can call a board meetingby: giving reasonable notice– Re Homer to all directors –MA 9(3) in writing or otherwise –MA 9(3) with the date, time and place of the meetingand the means of communication –MA 9(2)
	Declaration of interests s177: Directors must declare any interests in proposed transactionsunless: the interest cannot reasonably be regarded as likely to give rise to a conflict of interest; the other directors are already aware of the nature and extent of the interest; or the interest concerns the director’s service contract – s177(6)
	Quorum MA 11(2): The minimum quorum is 2 directors. MA 14(1): Directors who have declared an interest cannot voteand do not count towards the quorum. This restriction can be disapplied byOR– MA 14(3)(a).
	Voting MA 7(1): Each director has one vote and decisions are by simple majority. MA 13(1): The Chairman has the deciding vote.
	Resolutions The board will resolve to: Change the accounting reference date.
ADMIN	File with Companies House s392(1): AA01 Change of accounting reference date
	Keep records MA 15, s248(2): minutes of board meetings for 10 years

CHANGE COMPANY NAME
SUMMARY	A company may change its name bySR– s77. It must give notice to the registrar –s78(1)usingNM01and submit a copy of theSR –ss29-30. The change of name is not effective until the registrar issues a new certificate of incorporation –s81. Either a general meeting or written resolution will be needed.
BOARD MEETING	Notice MA 9(1): Any director can call a board meetingby: giving reasonable notice– Re Homer to all directors –MA 9(3) in writing or otherwise –MA 9(3) with the date, time and place of the meetingand the means of communication –MA 9(2)
	Declaration of interests s177: Directors must declare any interests in proposed transactionsunless: the interest cannot reasonably be regarded as likely to give rise to a conflict of interest; the other directors are already aware of the nature and extent of the interest; or the interest concerns the director’s service contract – s177(6)
	Quorum MA 11(2): The minimum quorum is 2 directors. MA 14(1): Directors who have declared an interest...

Company Procedure - Business Law and Practice