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Company Procedure Notes

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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 meeting by:

1. giving reasonable notice - Re Homer

2. to all directors - MA 9(3)

3. in writing or otherwise - MA 9(3)

4. with the date, time and place of the meeting and the means of communication - MA
9(2)
Declaration of interests s177: Directors must declare any interests in proposed transactions unless:
a. the interest cannot reasonably be regarded as likely to give rise to a conflict of interest;
b. the other directors are already aware of the nature and extent of the interest; or c. 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 vote and do not count towards the quorum. This restriction can be disapplied by OR - 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:

1. Approve and enter into the contract; and

2. 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), using AD01. 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 meeting by:

1. giving reasonable notice - Re Homer

2. to all directors - MA 9(3)

3. in writing or otherwise - MA 9(3)

4. with the date, time and place of the meeting and the means of communication - MA
9(2)
Declaration of interests s177: Directors must declare any interests in proposed transactions unless:
a. the interest cannot reasonably be regarded as likely to give rise to a conflict of interest;
b. the other directors are already aware of the nature and extent of the interest; or c. 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 vote and do not count towards the quorum. This restriction can be disapplied by OR - 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:

1. 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), using AA01.

BOARD
MEETING

Notice
MA 9(1): Any director can call a board meeting by:

1. giving reasonable notice - Re Homer

2. to all directors - MA 9(3)

3. in writing or otherwise - MA 9(3)

4. with the date, time and place of the meeting and the means of communication - MA
9(2)
Declaration of interests s177: Directors must declare any interests in proposed transactions unless:
a. the interest cannot reasonably be regarded as likely to give rise to a conflict of interest;
b. the other directors are already aware of the nature and extent of the interest; or c. 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 vote and do not count towards the quorum. This restriction can be disapplied by OR - 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:

1. 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 by SR - s77. It must give notice to the registrar
- s78(1) using NM01 and submit a copy of the SR
- 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 meeting by:

1. giving reasonable notice - Re Homer

2. to all directors - MA 9(3)

3. in writing or otherwise - MA 9(3)

4. with the date, time and place of the meeting and the means of communication - MA
9(2)
Declaration of interests s177: Directors must declare any interests in proposed transactions unless:
a. the interest cannot reasonably be regarded as likely to give rise to a conflict of interest;
b. the other directors are already aware of the nature and extent of the interest; or c. 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 vote and do not count towards the quorum. This restriction can be disapplied by OR - 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:

1. Approve the proposed name;

2. Approve form of notice for GM; and

3. Call a GM (directors have authority under s302).
or

2. Approve form of WR; and

4. Circulate the WR (directors have authority under s288(3)(a)). GENERAL
MEETING
A GM may be called by the directors - s302,
members - ss303-5,
or by the court - s306.

Notice

• Notice must be given to the company's:

1. Members and directors - s310(1)

2. Auditors - s502(2)

• and must

1. Specify the time, date, place and general nature of the business - s311

3. Include a statement of the right to appoint a proxy - s325(1)

4. Include the full text of any SR - s283(6)(a)

• Notice must be given at least 14 clear (by s360)
days before the GM - s307(1). If notice is served by post or electronically, the notice period must include an additional 48 hours for deemed service - s1147.
Short Notice
The meeting may be held on short notice s307(46) if

1. A majority of members agree;

2. Those agreeing own at least 90% of the nominal value of shares; and

3. There are no specific notice period requirements that would preclude short notice.
Quorum
The quorum is 2 - s318(2), unless there is only 1 member - s318(1).
Voting

• The default method of voting is by a show of hands - MA 42.

• A poll vote can be demanded by:
‣ The Chairman - MA 44(2)(a)
‣ The directors - MA 44(2)(b)
‣ 2 or more voting members - MA 44(2)
(c) (default in s321(2)(a) is 5 or more members)
‣ Members representing at least 10% of voting rights - s321(2)(b)
‣ Members representing at least 10% of paid up share capital - s321(2)(c)

• A SR is passed by at least 75% of the vote - s283.
Resolutions
The members will need to pass the following resolution(s):

1. SR to change the company's name - s77

OR
WRITTEN
RESOLUTION

Circulation
The WR must be circulated to all eligible members s291(2). Eligible members are those who would have been entitled to vote on the date of circulation s289(1).
Contents
In addition to the resolutions, the written resolution should contain:

1. For each SR, a statement that the resolution is a SR - s283(3);

2. A statement explaining how to signify agreement - s291(4)(a); and

3. The date on which the resolution lapses s291(4)(b). By default, this is 28 days including the date of circulation s297(1).
Voting
Each eligible member has one vote for each share they own - s284(1)(a). The resolution is passed when the requisite majority of votes from all eligible members have been received: for a SR at least 75% - s283(2).
Resolutions
The members will need to pass the following resolution(s):

1. SR to change the company's name - s77

BOARD
MEETING

Although a second board meeting is not required to complete a change of company name, one will usually be held so that the Chairman can note the passage of the resolution(s) and direct the completion of any administration.

ADMIN

File with Companies House

• ss29-30: a copy of any SR within 15 days

• s78: NM01 Change of company name by SR
Keep records

• MA 15, s248(2): minutes of board meetings for 10 years

• s355(1)(b): minutes of general meetings for 10 years

• s355(1)(a): copies of written resolutions for 10 years
Other actions

• s82: update the company's name
‣ at its registered office
‣ at other places of business
‣ on business letters, order forms and websites
‣ on other communications

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